SEC Reports and Financial Statements. (a) The Company has timely filed with or furnished to the SEC, and has made available to Parent, true and complete copies of all forms, reports, schedules, statements and other documents required to be filed or furnished by it since January 1, 2007, under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) (as such documents have been amended since the time of their filing, collectively, the “Company SEC Documents”). As of their respective dates, or if amended, as of the date of the last such amendment, the Company SEC Documents, including any financial statements or schedules included therein (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company SEC Documents or necessary in order to make the statements in the Company SEC Documents, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Nasdaq Global Market. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Since January 1, 2007, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market. (c) Each of the consolidated financial statements (including any notes thereto) included or incorporated by reference in the Company SEC Documents (the “Financial Statements”) (w) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirements, (y) has been prepared in accordance with GAAP, in all material respects, applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements or in the notes to the Financial Statements and subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnote disclosure), and (z) fairly presents in accordance with GAAP, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the date and for the periods referred to in the Financial Statements. (d) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s audited financial statements or other Company SEC Documents. (e) The Company and each of its officers are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls.
Appears in 1 contract
SEC Reports and Financial Statements. (a) 3.7.1 The Company has timely filed with or furnished to the SEC, and has made available to Parent, true Purchaser through the SEC's XXXXX system accurate and complete copies (excluding copies of all formsexhibits) of each report, registration statement, and definitive proxy statement filed by the Company with the United States Securities and Exchange Commission ("SEC") since January 1, 2014 (collectively, the "SEC Reports"). All statements, reports, schedules, statements forms and other documents required to be have been filed by the Company with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or furnished superseded by it since January 1a filing prior to the date of this Agreement, 2007then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act, under the Exchange Act or the Securities Exchange Act of 19331934 (the "1934 Act"), as amended amended; and (the “Securities Act”ii) (as such documents have been amended since the time of their filing, collectively, the “Company SEC Documents”). As of their respective dates, or if amended, as none of the date of the last such amendment, the Company SEC Documents, including any financial statements or schedules included therein (i) did not contain Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated in the Company SEC Documents therein or necessary in order to make the statements therein, in the Company SEC Documents, in light of the circumstances under which they were made, not misleading and misleading.
3.7.2 Except for the pro forma financial statements, if any, the financial statements contained in the SEC Reports: (iii) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Nasdaq Global Market. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC.
(b) Since January 1, 2007, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market.
(c) Each of the consolidated financial statements (including any notes thereto) included or incorporated by reference in the Company SEC Documents (the “Financial Statements”) (w) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirements, applicable thereto at the time of filing and as of the date of each Closing; (yii) has been were prepared in accordance with GAAP, in all material respects, GAAP applied on a consistent basis during throughout the periods involved covered (except as may be indicated in the Financial Statements notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the notes to aggregate, be material in amount); and (iii) fairly present, in all material respects, the Financial Statements financial position of the Company as of the respective dates thereof and the results of operations of the Company for the periods covered thereby, subject, in the case of unaudited statements, to normal normal, immaterial, year-end audit adjustments. All adjustments and the absence of footnote disclosure), and (z) fairly presents in accordance with GAAP, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) considered necessary for a fair presentation of the Company and its consolidated Subsidiaries as of the date and for the periods referred to in the Financial Statements.
(d) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s audited financial statements or other Company SEC Documentshave been included.
(e) The Company and each of its officers are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls.
Appears in 1 contract
SEC Reports and Financial Statements. (a) The Company has timely filed As of the respective dates of their filing with or furnished to the SECSecurities and Exchange Commission of the United States (the "Commission"), and has made available to Parent, true and complete copies of all forms, reports, schedules, registration statements and other documents required to be filings, together with any amendments thereto, filed or furnished by it since January 1the Company with the Commission (the "SEC Reports"), 2007complied in all material respects with the applicable requirements of the Securities Act, under the Exchange Act or Act, and the Securities Act rules and regulations of 1933the Commission promulgated thereunder, except as amended (disclosed in the “Securities Act”) (SEC Reports. Except as such documents have been amended since Disclosed in the SEC Reports, the SEC Reports did not at the time of their filingthey were filed with the Commission, collectively, the “Company SEC Documents”). As of their respective dates, or if amended, as of the date of the last such amendment, the Company SEC Documents, including any financial statements or schedules included therein (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company SEC Documents therein or necessary in order to make the statements therein, in the Company SEC Documents, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Nasdaq Global Marketmisleading. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC.
(b) Since January 1, 2007, the The Company has complied in all material respects with the applicable listing (i) delivered or made available to Venture Tech true and corporate governance rules and regulations of the Nasdaq Global Market.
(c) Each of the consolidated financial statements (including any notes thereto) included complete copies of, or incorporated by reference in the Company SEC Documents (the “Financial Statements”) (w) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiarieswill make available on Venture Tech's request, (x) complies all correspondence (which is material, substantive or otherwise relevant to Venture Tech in connection with its investment in the Subscribed Shares) relating to the Company between the Commission, the NASD and/or the United States Attorneys Office and the Company or its legal counsel and accountants since April 1, 2001 (other than routine Commission filing package cover letters) and (y) all material respects with correspondence between the applicable accounting requirements Company or its counsel and the Company's auditors since April 1, 2001, relating to any audit, financial review or
(i) have been prepared in accordance with the published rules and regulations of the SEC with respect to such requirements, (y) has been prepared in accordance with GAAP, in all material respects, Commission and U.S. GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements or in the notes to the Financial Statements and subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnote disclosure), thereto) and (zii) fairly presents in accordance with GAAP, present in all material respects, respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of operations operations, statements of stockholders' equity and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the date and for the periods referred indicated, except that any unaudited interim financial statements were or will be subject to in the Financial Statements.
(d) Neither the Company nor any normal and recurring year-end adjustments and may omit footnote disclosure as permitted by regulations of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s audited financial statements or other Company SEC DocumentsCommission.
(e) The Company and each of its officers are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls.
Appears in 1 contract
SEC Reports and Financial Statements. (a) The Company Since January 1, 2019, Buyer has timely filed with or furnished to the SEC, and has made available to Parent, true and complete copies of all forms, reportsstatements, schedules, statements documents and other documents reports required to be filed or furnished by it since January 1with the SEC (such forms, 2007statements, under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) (as such documents have been amended since the time of their filing, collectivelyand reports, the “Company Buyer SEC Documents”). ) As of their respective filing dates, or if amendedthe Buyer SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act, and SOX, as the case may be, and the rules and regulations of the date of the last SEC promulgated thereunder applicable to such amendment, the Company Buyer SEC Documents, including any financial statements or schedules included therein (i) and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company SEC Documents therein or necessary in order to make the statements in the Company SEC Documentstherein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects misleading. Since January 1, 2019, neither Buyer nor any of its Subsidiaries has received from the SEC or any other Governmental Authority any written comments or questions with the applicable requirements respect to any of the Exchange Act Buyer SEC Documents (including the financial statements included therein) that are not resolved, or as of the Securities Actdate hereof has received any written notice from the SEC or other Governmental Authority that such Buyer SEC Documents (including the financial statements included therein) are being reviewed or investigated, and, to Buyer’s knowledge, there is not, as the case may be, and the applicable rules and regulations of the date hereof, any investigation or review being conducted by the SEC under or any other Governmental Authority of any Buyer SEC Documents (including the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Nasdaq Global Market. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SECfinancial statements included therein).
(b) Since January 1, 2007, The financial statements of Buyer included in the Company has Buyer SEC Documents complied as to form in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market.
(c) Each of the consolidated financial statements (including any notes thereto) included or incorporated by reference in the Company SEC Documents (the “Financial Statements”) (w) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirementsthereto, (y) has been were prepared in accordance with GAAP, in all material respects, GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the Financial Statements or notes thereto, except in the notes to case of pro forma statements, or, in the Financial Statements case of unaudited financial statements, except as permitted under Form 10-Q under the Exchange Act) and subjectfairly presented in all material respects the consolidated financial position of Buyer and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of Buyer’s operations and cash flows for the periods indicated (subject to, in the case of unaudited statements, to normal and recurring year-end audit adjustments and the absence of footnote disclosureadjustments), and (z) fairly presents in accordance with GAAP, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the date and for the periods referred to in the Financial Statements.
(dc) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one handThe Buyer Shares have been duly authorized, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities ofupon issuance at Closing, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s audited financial statements or other Company SEC DocumentsBuyer Shares will be validly issued, fully paid and non-assessable.
(e) The Company and each of its officers are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls.
Appears in 1 contract
SEC Reports and Financial Statements. (a) The Company has timely filed with or furnished to the SEC, and has made available (and with respect to Parentfuture filings, true will make available) via XXXXX to Parent accurate and complete copies of all formsregistration statements, proxy statements and other statements, reports, schedules, statements forms and other documents filed by the Company with the SEC since December 31, 1999, and all amendments thereto (the "Company SEC Documents"). All statements, reports, schedules, forms and other documents required to be filed or furnished by it the Company with the SEC since January 1, 2007, under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) (as such documents date have been amended since the time of their filing, collectively, the “Company SEC Documents”)so filed on a timely basis. As of their respective dates, or if amended, as of the date of the last such amendment, the The Company SEC Documents, including any financial statements or schedules included therein to the best of the Company's knowledge (ia) did do not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company SEC Documents therein or necessary in order to make the statements in the Company SEC Documentstherein, in light of the circumstances under which they were made, not misleading and (iib) complied comply in all material respects with the applicable requirements of the Exchange Act or and the Securities Act of 1933 (the "Securities Act"), as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act or the Securities Act, as the case may be, and the rules and regulations thereunder. No subsidiary of the Nasdaq Global Market. None of the Company’s Subsidiaries Company is required to file make any forms, reports or other documents filings with the SEC.
(b) Since January 1, 2007, The financial statements (including any related notes) of the Company has complied included in the Company SEC Documents comply in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market.
(c) Each of the consolidated financial statements (including any notes thereto) included or incorporated by reference in the Company SEC Documents (the “Financial Statements”) (w) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirementsthereto, (y) has have been prepared in accordance with GAAP, in all material respects, generally accepted accounting principles applied on a consistent basis during the periods involved covered (except as may be indicated in the Financial Statements or in the notes to the Financial Statements and subjectthereto, or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments that will not, individually or in the aggregate, be material in amount) and the absence of footnote disclosure), and (z) fairly presents in accordance with GAAP, in all material respects, present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries subsidiaries as at the respective dates thereof and the consolidated results of the date operations and cash flows of the Company and its consolidated subsidiaries for the periods referred to in the Financial Statementsthen ended.
(d) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s audited financial statements or other Company SEC Documents.
(e) The Company and each of its officers are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls.
Appears in 1 contract
Samples: Merger Agreement (Syntellect Inc)
SEC Reports and Financial Statements. (a) The Company Parent has timely filed with heretofore delivered or furnished to the SEC, and has made available to Parent, true the Company complete and complete correct copies of all forms, reports, schedules, statements reports and other filings filed by the Parent with the SEC pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act") since August 1, 1997 (such reports and other filings collectively referred to herein as the "Exchange Act Filings"). The Exchange Act Filings constitute all of the documents required to be filed or furnished by it since January 1, 2007, the Parent under the Exchange Act or with the Securities Act of 1933, as amended (the “Securities Act”) (as SEC since such documents have been amended since the time of their filing, collectively, the “Company SEC Documents”)date. As of their respective dates, or if amended, as of the date of the last such amendment, the Company SEC Documents, including any financial statements or schedules included therein (i) Exchange Act Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company SEC Documents therein or necessary in order to make the statements in the Company SEC Documentstherein, in light of the circumstances under which they were made, not misleading and (ii) misleading. The audited consolidated financial statements of the Parent included in the Exchange Act Filings at the time of their filing complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Nasdaq Global Market. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC.
(b) Since January 1, 2007, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market.
(c) Each of the consolidated financial statements (including any notes thereto) included or incorporated by reference in the Company SEC Documents (the “Financial Statements”) (w) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to thereto, and such requirementsaudited consolidated financial statements (i) were prepared from the books and records of the Parent and its consolidated subsidiaries, (yii) has been were prepared in accordance with GAAP, in all material respects, generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements therein or in the notes to or schedules thereto) and (iii) present fairly the Financial Statements financial position of the Parent and subject, in its consolidated subsidiaries as at the case of unaudited statements, to normal year-end audit adjustments dates thereof and the absence of footnote disclosure), and (z) fairly presents in accordance with GAAP, in all material respects, the consolidated financial position and the consolidated results of their operations and cash flows (and or changes in financial position, if anyfor the fiscal year ended July 31, 1997 and earlier years) of the Company and its consolidated Subsidiaries as of the date and for the periods referred to then ended. The unaudited financial statements included in the Financial Statements.
(d) Neither Exchange Act Filings at the Company nor any time of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s audited financial statements or other Company SEC Documents.
(e) The Company and each of its officers are in compliance their filing complied in all material respects with the applicable provisions published rules and regulations of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance SEC with Rule 13a-15 under the 1934 Act, respect thereto; and such unaudited financial statements (i) designed disclosure controls were prepared from the books and procedures to ensure that material information relating to records of the Company, including Parent and its consolidated Subsidiariessubsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosedwere prepared in accordance with generally accepted accounting principles, based on its most recent evaluation prior to except as otherwise permitted under the date hereof, to the Company’s auditors Exchange Act and the audit committee rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Company Board Parent and its consolidated subsidiaries as at the dates thereof and the results of their operations and cash flows (Aor changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any significant deficiencies other adjustments described therein or in the design notes or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controlsschedules thereto.
Appears in 1 contract
Samples: Merger Agreement (Lycos Inc)
SEC Reports and Financial Statements. (a) The Company has timely Since January 1, 1998, the Reporting Companies have filed with or furnished to the SEC, and has made available to Parent, true and complete copies of all material forms, reports, schedules, statements reports and other documents with the Securities and Exchange Commission (the "SEC") required to be filed or furnished by it since January 1them pursuant to the federal securities laws and the rules and regulations promulgated thereunder, 2007and all such forms, under reports and documents filed with the Exchange Act or SEC have complied in all material respects with all applicable requirements of the Securities Act of 1933federal securities laws and the rules and regulations promulgated thereunder (such forms, reports and documents, together with any exhibits and any amendments thereto including any related financial statements and any information incorporated by reference therein are referred to as amended (the “Securities Act”) (as such documents have been amended since the time of their filing, collectively, the “Company "SEC Documents”FILINGS"). As of their respective dates, or if amended, as of the date of the last such amendment, the Company SEC Documents, including any financial statements or schedules included therein (i) Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company SEC Documents therein or necessary in order to make the statements in the Company SEC Documentstherein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with misleading. Attached as SCHEDULE 3.5 are the applicable requirements of the Exchange Act or the Securities Act, Company's most recent audited financial statements as well as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Nasdaq Global Market. None of Company's most recent quarterly unaudited financial statements which has been reviewed by the Company’s Subsidiaries is required to file any forms, reports or other documents 's auditors in compliance with the SEC.
(b) Since January 1, 2007, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market.
(c) SAS 71. Each of the consolidated financial balance sheets, statements (including any notes thereto) of operations, statements of equity and statements of cash flow included or incorporated by reference in the Company SEC Documents (Filings on or prior to the “Financial Statements”) (w) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirements, (y) has been date hereof were prepared in accordance with GAAP, in all material respects, GAAP applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements or in the notes to the Financial Statements and subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnote disclosure), and (z) fairly presents in accordance with GAAPpresent, in all material respects, the consolidated financial position of the Reporting Companies as of the dates thereof and the consolidated results of operations and changes in cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the date and Reporting Companies for the periods referred to then ended (subject, in the Financial Statements.
(d) Neither the Company nor any case of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s audited unaudited quarterly financial statements or other Company SEC Documents.
(e) The Company and each of its officers are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereofstatements, to the Company’s auditors normal year-end adjustments and the audit committee absence of the Company Board (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability notes to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controlssuch statements).
Appears in 1 contract
SEC Reports and Financial Statements. (a) The Company has timely filed with or furnished to the SEC, SEC on a timely basis and has made available to Parent, true and complete copies of Parent all forms, reports, schedules, forms, statements, prospectuses, registration statements, registration exemptions, if applicable, definitive proxy statements and other documents (together with all amendments thereof and supplements thereto) required to be filed or furnished by it since January 1, 2007, under the Exchange Company pursuant to the 1933 Act or the Securities 1934 Act of 1933with the SEC (collectively, as amended (the “Securities Act”) (as such documents have been amended since the time of their filing, collectivelytogether with any exhibits and schedules thereto and other information incorporated therein, the “Company SEC Documents”)) since the Applicable Date. As of their respective dates, after giving effect to any amendments or if amended, as of supplements thereto prior to the date of the last such amendmenthereof, the Company SEC DocumentsDocuments (A) complied in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, including any financial statements or schedules included therein as the case may be, and to the extent applicable, the Xxxxxxxx-Xxxxx Act of 2002 and (iB) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company SEC Documents therein or necessary in order to make the statements in the Company SEC Documentstherein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Nasdaq Global Market. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SECmisleading.
(b) Since January 1, 2007, the The Company has complied established a system of internal controls over financial reporting (as defined in all material respects with Rule 13a-15 under the applicable listing and corporate governance rules and regulations 0000 Xxx) that are reasonably designed to provide reasonable assurance regarding the reliability of the Nasdaq Global Market.
(c) Each Company’s financial reporting and the preparation of the consolidated Company financial statements (including any notes thereto) included or incorporated by reference in the Company SEC Documents (the “Financial Statements”) (w) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirements, (y) has been prepared for external purposes in accordance with GAAP, in all material respects, applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements or in the notes to the Financial Statements and subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnote disclosure), and (z) fairly presents in accordance with GAAP, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the date and for the periods referred to in the Financial Statements.
(d) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s audited financial statements or other Company SEC Documents.
(e) . The Company and each of its officers are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (Ai) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (“Internal Controls”) controls which would are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data information and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controlsinternal control over financial reporting. The Company has made available to Parent a summary of any such disclosure made by management to the Company’s auditors and audit committee since the Applicable Date until the date of this Agreement.
(c) The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. Based on the Company’s most recent evaluation of disclosure controls and procedures prior to the date hereof, such disclosure controls and procedures are reasonably designed to timely communicate all material information required to be disclosed in the Company’s periodic and current reports required under the 1934 Act to the Company’s principal executive officer, principal financial officer or the individuals responsible for the preparation of such reports and allow such Persons to make timely decisions regarding required disclosures and to make the certifications required under the 1934 Act and the Xxxxxxxx-Xxxxx Act. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act.
(d) Each of the audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any thereto) included or incorporated by reference in the Company SEC Documents (the “Company Financial Statements”) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of filing or furnishing the applicable Company SEC Document, was prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by the SEC on Form 8-K, Form 10-Q or any successor or like form under the 0000 Xxx) and fairly present (subject, in the case of the unaudited interim financial statements, to the absence of footnotes therein and to year-end audit adjustments), in all material respects, the financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and their results of operations and cash flows for the respective periods then ended.
Appears in 1 contract
SEC Reports and Financial Statements. (a) The Since January 1, ------------------------------------ 1997, the Texas Company has timely filed with or furnished to the SEC, and has made available to Parent, true and complete copies of SEC all forms, reports, schedules, statements reports and other documents required to be filed or furnished by it since January 1, 2007, under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) (as such documents they have been amended since the time of their filing, collectively, the “"Texas ----- Company SEC Documents”"). As of their respective dates, or if amended, as of the date of the last such amendment, the The Texas --------------------- Company SEC Documents, including without limitation any financial statements or schedules included therein therein, at the time filed, and any forms, reports or other documents filed by the Texas Company with the SEC after the date of this Agreement, (ia) did not at the time they were filed, or will 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 in the Company SEC Documents therein or necessary in order to make the statements in the Company SEC Documentstherein, in light of the circumstances under which they were made, not misleading and (iib) complied or will be prepared in compliance in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations . The financial statements of the Texas Company included in the Texas Company SEC under the Exchange Act or the Securities Act, Documents comply as the case may be, and the rules and regulations of the Nasdaq Global Market. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC.
(b) Since January 1, 2007, the Company has complied form in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market.
(c) Each of the consolidated financial statements (including any notes thereto) included or incorporated by reference in the Company SEC Documents (the “Financial Statements”) (w) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirementsthereto, (y) has have been prepared in accordance with GAAP, in all material respects, GAAP applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements or notes thereto or, in the notes case of the unaudited statements, to the Financial Statements normal audit adjustments) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of footnote disclosure), and (zadjustments) fairly presents in accordance with GAAP, in all material respects, the consolidated financial position of the Texas Company and its Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the date and for the periods referred then ended. All liabilities or obligations (absolute, accrued, fixed, contingent or otherwise) required to be reflected, reserved against or otherwise disclosed in the Financial Statements.
(d) Neither the Company nor any financial statements of the Texas Company Subsidiaries is included in the Texas Company SEC Documents filed prior to the date of this Agreement have been properly reflected, reserved against or otherwise disclosed in such financial statements in accordance with the rules and regulations of the SEC and GAAP applied on a party toconsistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, to normal audit adjustments). Except as disclosed in Section 4.9 of the Texas Company Disclosure Schedule, since June 30, 1999, and prior to the date of this Agreement, no act, omission, occurrence, event, condition or circumstance has any occurred or become known to the Texas Company, and no transaction, commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract agreement has been entered into by the Texas Company or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries that should have been disclosed in the Company’s or such Subsidiary’s audited financial statements or other Texas Company SEC Documents.
(e) The Company and each of its officers are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls.
Appears in 1 contract
SEC Reports and Financial Statements. (a) The Company has timely filed with or furnished to the SEC, and has made available to Parent, A true and complete copies copy of all formseach annual, reports, schedules, statements quarterly and other documents required to be report, registration statement, and definitive proxy statement filed or furnished by it Parent with the SEC since January 131, 2007, under 2013 and prior to the Exchange Act or the Securities Act of 1933, as amended date hereof (the “Securities Act”) (as such documents have been amended since the time of their filing, collectively, the “Company Parent SEC Documents”)) is available on the Web site maintained by the SEC at xxxx://xxx.xxx.xxx, other than portions in respect of which confidential treatment was granted by the SEC. As of their respective filing dates, or if amended, as of the date of the last such amendment, the Company SEC Documents, including any financial statements or schedules included therein (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Parent SEC Documents or necessary in order to make the statements in the Company SEC Documents, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange United States Securities Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Nasdaq Global Market. None SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Company’s Subsidiaries is Parent SEC Documents contained on their filing dates any untrue statement of a material fact or omitted to state a material fact required to file any formsbe stated therein or necessary to make the statements therein, reports or other documents with in light of the SEC.circumstances under which they were made, not misleading, except to the extent corrected by a Parent SEC Document filed prior to the date of this Agreement
(b) Since January 1, 2007, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market.
(c) Each of the consolidated financial statements (including including, in each case, any notes thereto) included or incorporated by reference contained in the Company Parent SEC Documents (the “Financial Statements”) (w) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirements, (y) has been Reports was prepared in accordance with GAAP, in all material respects, GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the Financial Statements or notes thereto or, in the notes to case of unaudited statements, as permitted by Form 10-Q of the Financial Statements SEC) and each fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of Parent and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnote disclosureadjustments), and (z) fairly presents in accordance with GAAP, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the date and for the periods referred to in the Financial Statements.
(d) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s audited financial statements or other Company SEC Documents.
(e) The Company and each of its officers are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls.
Appears in 1 contract
SEC Reports and Financial Statements. (a) The Company IMSI has timely filed with or furnished to the Securities and Exchange Commission (“SEC, and has made available to Parent, ”) true and complete copies of IMSI’s Annual Report on Form 10-KSB for the year ended June 30, 2004 and all forms, reports, schedules, statements and other documents required to be filed or furnished by it since January 1, 2007, IMSI under the Exchange Act Securities Act, or the Securities Act of 1933Exchange Act, as amended from and after the filing thereof, including most recently a 10Q filed on May 16, 2005 (the “Securities Act”) (as such documents have been amended since the time of their filingannual report, collectivelyforms, the “Company SEC Documents”). As of their respective datesreports, or if amendedschedules, as of the date of the last such amendment, the Company SEC Documentsstatements and other documents, including any financial statements or schedules included therein therein, the “IMSI SEC Documents”). The IMSI SEC Documents, at the time filed, (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company SEC Documents therein or necessary in order to make the statements in the Company SEC Documentstherein, in light of the circumstances under which they were made, not misleading misleading, and (iib) complied in all material respects with the applicable requirements of the Securities Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act or the Securities Act, as the case may bepromulgated thereunder, and Purchaser and IMSI have informed Shareholders of any material public information that would make these statements untrue since the rules and regulations of time the Nasdaq Global MarketIMSI SEC Documents were filed. None of There have not been any amendments to IMSI SEC Documents since the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC.
(b) Since January 1, 2007, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market.
(c) Each of the consolidated initial filing thereof. The financial statements (including any notes thereto) included or incorporated by reference of IMSI contained in the Company IMSI SEC Documents (the “Financial Statements”) (w) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirements, (y) has have been prepared in accordance with GAAP, in all material respects, GAAP applied on a consistent basis during the periods period involved (except as may be indicated in the Financial Statements or notes thereto or, in the notes to case of the Financial Statements unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission) and fairly present (subject, in the case of the unaudited statements, to normal year-end normal, recurring audit adjustments and the absence of footnote disclosure), and (zwhich are not material in amount or effect) fairly presents in accordance with GAAP, in all material respects, the consolidated financial position of IMSI and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the date and for the periods referred to in the Financial Statementsthen ended.
(d) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s audited financial statements or other Company SEC Documents.
(e) The Company and each of its officers are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls.
Appears in 1 contract
Samples: Stock Purchase Agreement (International Microcomputer Software Inc /Ca/)
SEC Reports and Financial Statements. (a) The Company From December 31, 2016, Parent has timely (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) filed with or furnished to the SEC, and has made available to Parent, true and complete copies of all forms, reports, schedules, statements documents and other documents reports required to be filed or furnished by it since January 1, 2007, with the SEC under the Securities Act or the Exchange Act or prior to the Securities Act of 1933date hereof (such forms, as amended (documents and reports the “Securities Act”) (as such documents have been amended since the time of their filing, collectively, the “Company Parent SEC Documents”). As of their respective filing dates, or or, if amendedamended prior to the date hereof, as of the date of (and giving effect to) the last such amendmentamendment made prior to the date hereof, the Company SEC Documents, including any financial statements or schedules included therein (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company Parent SEC Documents or necessary in order complied as to make the statements in the Company SEC Documents, in light of the circumstances under which they were made, not misleading and (ii) complied form in all material respects with the applicable requirements of the Securities Act and the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act or the Securities Act, as the case may be, promulgated thereunder and the rules and regulations of the Nasdaq Global Market. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC.
(b) Since January 1, 2007, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market.
NYSE, and none of the Parent SEC Documents contained (cor, with respect to Parent SEC Documents filed after the date hereof, will contain) any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements (including any notes thereto) included contained or incorporated by reference in the Company Parent SEC Documents (as amended, supplemented or restated, if applicable), including the “Financial Statements”) related notes and schedules, was prepared (w) has been prepared fromexcept as indicated in the notes thereto including, in the case of interim financial statements, for normal and is in accordance with, the books recurring year-end adjustments and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of as may be permitted by the SEC with respect to such requirements, (yon Form 10-Q or Form 8-K under the Exchange Act and absence of all notes thereto) has been prepared in accordance with GAAP, in all material respects, GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the Financial Statements or in the notes to the Financial Statements and subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnote disclosure)indicated, and (z) fairly presents in accordance with GAAPeach such consolidated financial statement presented fairly, in all material respects, the consolidated financial position and the consolidated position, results of operations operations, stockholders’ equity and cash flows (and changes in financial position, if any) of the Company Parent and its consolidated Subsidiaries as of the date respective dates thereof and for the respective periods referred to indicated therein (subject, in the Financial Statements.
(d) Neither the Company nor any case of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s audited unaudited quarterly financial statements or other Company SEC Documents.
(e) The Company and each of its officers are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereofstatements, to the Company’s auditors absence of footnotes and the audit committee of the Company Board (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the year-end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controlsadjustments).
Appears in 1 contract
SEC Reports and Financial Statements. (a) The Company has timely filed with with, or furnished to to, as applicable, the SECSEC all registration statements, and has made available to Parent, true and complete copies of all formsprospectuses, reports, forms, statements, schedules, statements certifications and other documents required to be filed or furnished by it the Company since January 1, 2007, under the Exchange Act or the Securities Act of 1933, as amended 2014 (the “Securities Act”) (as such documents have been amended since the time of their filing, collectivelytogether with all exhibits and schedules thereto and all information incorporated therein by reference, the “Company SEC Documents”). As of their respective dates, or if amended, as of the date of the last such amendment, the Company SEC Documents, including any financial statements or schedules included therein Documents (i) were prepared in accordance and complied in all material respects with the requirements of the Sarbanes Act, Securities Act and the Exchange Act (to the extent then applicable) and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company SEC Documents therein or necessary in order to make the statements in the Company SEC Documentstherein, in light of the circumstances under which they were made, not misleading and misleading.
(iib) complied Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Documents (the “Company Financial Statements”), (i) complied, as of their respective dates of filing with the SEC, in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis during the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act Act) and (iii) fairly presented in all material respects and in accordance with GAAP the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of the Company’s and its Subsidiaries’ operations and cash flows for the periods indicated (except that the unaudited interim financial statements were or will be subject to normal and recurring year-end and quarter-end adjustments).
(c) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance regarding the Securities Act, as reliability of financial reporting and the case may bepreparation of financial statements in accordance with GAAP.
(d) The Company has timely responded to all comment letters from the Staff of the SEC relating to the Company SEC Documents, and the rules and regulations SEC has not asserted that any of the Nasdaq Global Marketsuch responses are inadequate, insufficient or otherwise non-responsive. None of the Company SEC Documents filed on or prior to the date hereof is, to the Knowledge of the Company’s Subsidiaries is required , subject to file any forms, reports ongoing SEC review or other documents with the SECinvestigation.
(be) Since January 1, 2007, the The Company has complied is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global MarketNASDAQ.
(c) Each of the consolidated financial statements (including any notes thereto) included or incorporated by reference in the Company SEC Documents (the “Financial Statements”) (w) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirements, (y) has been prepared in accordance with GAAP, in all material respects, applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements or in the notes to the Financial Statements and subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnote disclosure), and (z) fairly presents in accordance with GAAP, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the date and for the periods referred to in the Financial Statements.
(d) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s audited financial statements or other Company SEC Documents.
(e) The Company and each of its officers are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls.
Appears in 1 contract
Samples: Merger Agreement (Lions Gate Entertainment Corp /Cn/)
SEC Reports and Financial Statements. (a) The Since June 9, 2000, the Company has timely and its Subsidiaries have filed with or furnished to the SEC, and has made available to Parent, true and complete copies of SEC all forms, reports, schedules, registration statements and other documents definitive proxy statements required to be filed or furnished by it them with the SEC (as amended since January 1the time of their filing and prior to the date hereof, 2007collectively, under the "Company SEC Reports") and has heretofore made available to Parent complete and correct copies of all Company SEC Reports. As of their respective dates, the Company SEC Reports complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended, including the rules and regulations of the SEC promulgated thereunder (the "Exchange Act"), or the Securities Act of 1933, as amended amended, including the rules and regulations of the SEC promulgated thereunder (the “"Securities Act”") (applicable, as the case may be, to such documents have been amended since the time of their filing, collectively, the “Company SEC Documents”). As Reports, and none of their respective dates, or if amended, as of the date of the last such amendment, the Company SEC DocumentsReports contained, including any financial statements at the time they were filed or schedules included therein (i) did not contain became effective, as the case may be, any untrue statement of a material fact or omit omitted to state a material fact required to be stated in the Company SEC Documents therein or necessary in order to make the statements in the Company SEC Documentsmade therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Nasdaq Global Market. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SECmisleading.
(b) Since January 1, 2007, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market.
(c) Each of the The consolidated financial statements (including any notes theretorelated notes) included or incorporated by reference in the Company SEC Documents Reports (collectively, the “"Company Financial Statements”") (w) has been prepared fromfairly present, and is in accordance withall material respects, the books consolidated financial position, results of the consolidated operations and records changes in stockholders' equity and cash flows of the Company and its consolidated SubsidiariesSubsidiaries for the respective fiscal periods or as of the respective dates therein set forth; and each of such Company Financial Statements (including the related notes, (xwhere applicable) complies complies, in all material respects respects, with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to thereto; and each of such requirementsCompany Financial Statements (including the related notes, (ywhere applicable) has been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP, in all material respects, ") consistently applied on a consistent basis during the periods involved (except involved, except, in each case, as may be indicated in the Financial Statements such statements or in the notes to the Financial Statements thereto, and subject, in the case of provided that unaudited statements, interim financial statements may not contain footnotes and may be subject to normal year-end audit adjustments and the absence of footnote disclosure), and adjustments.
(zc) fairly presents in accordance with GAAP, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) The unaudited balance sheet of the Company and its consolidated the Company Subsidiaries as of November 30, 2002, and the date unaudited income statement of the Company and the Company Subsidiaries for the periods referred to month ended November 30, 2002 were prepared (a) in accordance with the books of account and financial records of the Company and the Company Subsidiaries in the Financial Statementsordinary course of business and consistent with the Company's past practices with respect to the preparation of its monthly financial statements and (b) in accordance with the Company's standard internal accounting practices applicable to the preparation of its monthly financial statements.
(d) Neither Except as fully reflected or reserved against in the balance sheet included in the Company's Quarterly Report on Form 10-QSB for the period ended September 30, 2002, from September 30, 2002 through and including the date hereof, neither the Company nor any of the Company its Subsidiaries is a party tohas incurred any liabilities or obligations of any nature whatsoever (absolute, accrued, fixed, contingent or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act)otherwise), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material other than liabilities of, the Company or any of its Subsidiaries incurred in the Company’s or such Subsidiary’s audited financial statements or other Company SEC Documentsordinary course of business consistent with past practice since September 30, 2002.
(e) The books and records of the Company and each of its officers Subsidiaries have been, and are in compliance being, maintained in all material respects in accordance with the applicable provisions legal and accounting requirements and reflect only actual transactions.
(f) The estimate of the Xxxxxxxx-Xxxxx Act. The management Net Working Capital (as defined on Schedule A hereto) of the Company hasand the Company Subsidiaries as of February 28, 2003 set forth on Schedule A was prepared in material compliance accordance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls books of account and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management other financial records of the Company by others within those entitiesand the Company Subsidiaries and represents the Company's good faith estimate of the amounts set forth therein, and (ii) disclosed, based on its most recent evaluation prior to as of the date hereof, to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls.
Appears in 1 contract
Samples: Merger Agreement (Usa Interactive)
SEC Reports and Financial Statements. (a) The Each form, report, schedule, registration statement, definitive proxy statement, exhibit and any other document filed by the Company has timely filed with or furnished to the Securities and Exchange Commission (the "SEC, and has made available to Parent, true and complete copies of all forms, reports, schedules, statements and other documents required to be filed or furnished by it ") since January 1, 20071997 (as such documents have been amended prior to the date hereof, under the Exchange Act or "SEC Reports"), as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the “"Securities Act”") and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (as such documents have been amended since the time of their filing, collectively, the “Company SEC Documents”"Exchange Act"). As None of the SEC Reports, as of their respective dates, or if amended, as of the date of the last such amendment, the Company SEC Documents, including any financial statements or schedules included therein (i) did not contain contains any untrue statement of a material fact or omit omits to state a material fact required to be stated in the Company SEC Documents therein or necessary in order to make the statements therein, in the Company SEC Documents, in light of the circumstances under which they were made, not misleading misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. The Company has made available to Parent true, accurate and complete copies of all of the SEC Reports.
(iib) complied The consolidated financial statements of the Company and the Company Subsidiaries included in such SEC Reports and any notes related thereto comply as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Nasdaq Global Market. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC.
(b) Since January 1, 2007, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market.
(c) Each of the consolidated financial statements (including any notes thereto) included or incorporated by reference in the Company SEC Documents (the “Financial Statements”) (w) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirementsthereto, (y) has have been prepared in accordance with United States generally accepted accounting principles ("GAAP, in all material respects, ") applied on a consistent basis during throughout the periods involved (except as may be indicated in the Financial Statements or notes thereto or, in the notes to case of the Financial Statements unaudited interim financial statements, as permitted by Form 10-QSB of the SEC) and fairly present in all material respects (subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end audit adjustments and none of which are or will be material in amount, individually or in the absence of footnote disclosure), and (zaggregate) fairly presents in accordance with GAAP, in all material respects, the consolidated financial position of the Company and the Company Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the date and for the periods referred then ended. Since January 1, 1997, the Company has timely filed with the SEC all forms, reports and other documents required to be filed prior to the date hereof, and no Company Subsidiary has filed, or been required to file, any form, report or other document with the SEC, in each case, pursuant to the Financial StatementsSecurities Act or the Exchange Act.
(dc) Neither Except as set forth on Schedule 3.6, neither the Company nor any of the Company Subsidiaries is have any direct or indirect indebtedness, liability, claim, loss, damage, deficiency or obligation or responsibility, known or unknown, fixed or unfixed, choate or inchoate, liquidaxxx xx unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise, whether or not of a party tokind required by GAAP to be set forth on a financial statement or in the notes thereto ("Liabilities"), that were not fully and adequately reflected or has any commitment to become a party to, any joint venture, off-reserved against on the balance sheet partnership or any similar contract or arrangement (including any contract described in the notes to the Audited Financials, including, without limitation, those relating to any transaction environmental and occupational safety and health matters, that, alone or relationship between in the aggregate, could result in claims against, obligations of or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act)), where the result, purpose or effect of such arrangement is liabilities to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s audited financial statements or other Company SEC Documents.
(e) The Company and each of its officers are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures Subsidiaries which are reasonably likely to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal ControlsCompany Material Adverse Effect. Since the end of the period covered by its most recent annual report Except as set forth on Form 10-KSchedule 3.6, neither the chief executive officer Company nor the chief financial officer any Company Subsidiary has any Knowledge of the Company has become aware ofany circumstance, and neither the Company’s auditors nor the Company Board has been advised ofcondition, (i) event or arrangement that may hereafter give rise to any fact, circumstance or change that is Liabilities which are reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal ControlsCompany Material Adverse Effect.
Appears in 1 contract
SEC Reports and Financial Statements. (a) The Each form, report, schedule, registration statement and definitive proxy statement filed by the Company has timely filed with or furnished the Commission prior to the SECdate hereof, and has made available to Parentincluding, true and complete copies of all formswithout limitation, reportsthe Company's Annual Report on Form 10-K for the year ended December 31, schedules, statements and other documents required to be filed or furnished by it since January 1, 2007, under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) 2000 (as such documents have been amended since prior to the time of their filingdate hereof, collectively, the “Company SEC Documents”"OmniSky Commission Filings"). As , as of their respective dates, or if amended, as of the date of the last such amendment, the Company SEC Documents, including any financial statements or schedules included therein (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company SEC Documents or necessary in order to make the statements in the Company SEC Documents, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Securities Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Nasdaq Global Marketthereunder. None of the Company’s Subsidiaries is OmniSky Commission Filings, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to file any formsbe stated therein or necessary to make the statements therein, in the light of the circumstances under which there were made, not misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. The consolidated financial statements of OmniSky and its subsidiaries (the "OmniSky Subsidiaries") included in such reports or other documents with the SEC.
(b) Since January 1, 2007, the Company has complied comply as to form in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market.
(c) Each of the consolidated financial statements (including any notes thereto) included or incorporated by reference in the Company SEC Documents (the “Financial Statements”) (w) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect to such requirementsthereto, (y) has have been prepared in accordance with GAAP, in all material respects, United States generally accepted accounting principles applied on a consistent basis during throughout the periods involved (except as may be indicated in the Financial Statements or notes thereto or, in the notes to case of the Financial Statements unaudited interim financial statements, as permitted by Form 10-Q of the Commission) and fairly present (subject, in the case of the unaudited interim financial statements, to normal normal, year-end audit adjustments and the absence of footnote disclosure), and (zadjustments) fairly presents in accordance with GAAP, in all material respects, the consolidated financial position of OmniSky and the OmniSky Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the date and flow for the periods referred to then ended. Except as set forth in the Financial Statements.
(d) Neither the Company Schedule 5.6, since December 31, 2000, neither OmniSky nor any of the Company OmniSky Subsidiaries is a party tohas incurred any liabilities or obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or has any commitment otherwise and whether due or to become a party todue) of any nature, any joint ventureexcept liabilities, off-obligations or contingencies (a) which are reflected on the audited balance sheet partnership or any similar contract or arrangement of the OmniSky and the OmniSky Subsidiaries as at December 31, 2000, (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act)notes thereto), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s audited financial statements or other Company SEC Documents.
(eb) The Company and each of its officers are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, which (i) designed disclosure controls were incurred in the ordinary course of business after December 31, 2000 and procedures to ensure that material information relating to the Companyconsistent with past practices, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosedare disclosed in the OmniSky Commission Filings filed after December 31, based on its most recent evaluation prior to 2000 or (iii) would not, individually or in the date hereofaggregate, to the Company’s auditors and the audit committee have an OmniSky Material Adverse Effect. Since December 31, 2000, there has been no change in any of the Company Board significant accounting (Aincluding tax accounting) policies or procedures of OmniSky or any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal ControlsOmniSky Subsidiary.
Appears in 1 contract
Samples: Exchange Agreement (Omnisky Corp)
SEC Reports and Financial Statements. (a) The Company has timely filed with or furnished to the SEC, and has made available to Parent, true and complete copies of SEC all forms, reports, schedules, statements and other documents required to be filed or furnished by it since January 1, 2007, 1996 under the Exchange Act or the Securities Act of 1933, as amended (the “"Securities Act”) (as Act")(as such documents have been amended since the time of their filing, collectively, the “"Company SEC Documents”"). As of their respective datesdates or, or if amended, as of the date of the last such amendment, the Company SEC Documents, including including, without limitation, any financial statements or schedules included therein (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company SEC Documents therein or necessary in order to make the statements in the Company SEC Documentstherein, in light of the circumstances under which they were made, not misleading and (iib) complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Nasdaq Global Marketthereunder. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC.
(b) Since January 1, 2007, SEC pursuant to Section 12 or 15 of the Exchange Act. The financial statements of the Company has complied (the "1998 Financial Statements") included in all material respects with the applicable listing and corporate governance rules and regulations of Company's Annual Report on Form 10-K for the Nasdaq Global Market.
(c) Each of the consolidated financial statements fiscal year ended March 31, 1998, as amended (including any the related notes thereto) included or incorporated by reference in the Company SEC Documents (the “Financial Statements”"1998 Form 10-K") (w) has have been prepared from, from and is are in accordance with, the books and records of the Company and its consolidated Subsidiariessubsidiaries, (x) complies comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirementsthereto, (y) has have been prepared in accordance with United States generally accepted accounting principles ("GAAP, in all material respects, ") applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements or in the notes to the Financial Statements thereto and subject, in the case of unaudited quarterly financial statements, to normal and recurring year-end audit adjustments adjustments) and the absence of footnote disclosure), and (z) fairly presents in accordance with GAAP, in all material respects, present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries subsidiaries as of at the date and dates thereof or for the periods referred to in the Financial Statementspresented therein.
(d) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s audited financial statements or other Company SEC Documents.
(e) The Company and each of its officers are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls.
Appears in 1 contract
SEC Reports and Financial Statements. (a) The Company Each of the Parent and its Subsidiaries has timely filed with or furnished to the SEC, and has made available to Parent, the Company true and complete copies of all forms, reports, schedules, statements statements, and other documents documents, including all exhibits thereto, required to be filed or furnished by it since January 1August 15, 20071995, under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) (as such documents have been amended since the time of their filing, collectively, the “Company "Parent SEC Documents”"). As of their respective dates, or if amended, as of the date of the last such amendment, the Company The Parent SEC Documents, including any financial statements or and schedules included therein therein, at the time filed, (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company SEC Documents therein or necessary in order to make the statements in the Company SEC Documentstherein, in light of the circumstances under which they were made, not misleading misleading, and (iib) complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act or the Securities Act, as the case may be, and the rules and regulations thereunder. The financial statements of the Nasdaq Global Market. None of Parent included in the Company’s Subsidiaries is required Parent SEC Documents comply as to file any forms, reports or other documents with the SEC.
(b) Since January 1, 2007, the Company has complied form in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market.
(c) Each of the consolidated financial statements (including any notes thereto) included or incorporated by reference in the Company SEC Documents (the “Financial Statements”) (w) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirementsthereto, (y) has have been prepared in accordance with GAAP, in all material respects, GAAP applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements or notes thereto or, in the notes case of the unaudited statements, as permitted by the accounting rules applicable to reports on Form 10-Q under the Financial Statements Exchange Act), and fairly present (subject, in the case of the unaudited statements, to normal year-end normal, recurring audit adjustments and the absence of footnote disclosure), and (zadjustments) fairly presents in accordance with GAAP, in all material respects, the consolidated financial position of the Parent and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the date and for the periods referred then ended. The Parent has made available to in the Financial Statements.
(d) Neither the Company nor any true and complete copies of all material amendments and modifications that have not been filed by the Company Subsidiaries is a party toParent with the SEC to all agreements, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one handdocuments, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on other instruments that previously have been filed by the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s audited financial statements or other Company SEC Documents.
(e) The Company and each of its officers are in compliance in all material respects Parent with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, SEC and are currently in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controlseffect.
Appears in 1 contract
SEC Reports and Financial Statements. (a) The Company has timely filed with delivered or furnished to the SEC, and has made available to Parent, Parent prior to the execution of this Agreement a true and complete copies copy of all formseach form, reportsreport, schedulesschedule, statements registration statement, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by the Company or any of its Subsidiaries with the SEC since December 31, 1995 (as such documents have since the time of their filing been amended or supplemented, the "Company SEC Reports"), which are all the documents (other than preliminary material) that the Company and its Subsidiaries were required to be filed or furnished by it file with the SEC since January 1such date. As of their respective dates, 2007, under the Exchange Act or Company SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “"Securities Act”) (as such documents have been amended since the time of their filing, collectively, the “Company SEC Documents”"). As of their respective dates, or if amendedthe Exchange Act, as of the date of the last such amendmentcase may be, the Company SEC Documents, including any financial statements or schedules included therein and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company SEC Documents therein or necessary in order to make the statements in the Company SEC Documentstherein, in light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (iiincluding, in each case, the notes, if any, thereto) included in the Company SEC Reports (the "Company Financial Statements") complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Nasdaq Global Market. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC.
(b) Since January 1, 2007, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market.
(c) Each of the consolidated financial statements (including any notes thereto) included or incorporated by reference in the Company SEC Documents (the “Financial Statements”) (w) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirementsthereto, (y) has been were prepared in accordance with GAAP, in all material respects, generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the Financial Statements SEC) and fairly present in accordance with generally accepted accounting principles (subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end audit adjustments and the absence of footnote disclosure(which, for periods subsequent to December 31, 1998, are not expected to reflect a Company Material Adverse Effect), and (z) fairly presents in accordance with GAAP, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries subsidiaries as at the respective dates thereof and the consolidated results of the date their operations and cash flows for the respective periods referred to then ended. Except as set forth in the Financial Statements.
(d) Neither the Company nor any Section 3.05 of the Company Subsidiaries is a party toDisclosure Letter, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s audited financial statements or other Company SEC Documents.
(e) The Company and each of its officers are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management Subsidiary of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its is treated as a consolidated Subsidiaries, is made known to the management subsidiary of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of in the Company Board (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified Financial Statements for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period all periods covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controlsthereby.
Appears in 1 contract
SEC Reports and Financial Statements. (a) The Since January 1, 2011, the Company has timely filed with or furnished all Company SEC Documents, each of which as finally amended prior to the SECdate hereof, and has made available complied as to Parentform in all material respects, true and complete copies of all forms, reports, schedules, statements and other documents required to be filed or furnished by it since the Company with the SEC after the date hereof and prior to the Effective Time will comply in all material respects, with the applicable requirements of the Exchange Act, the Securities Act, the Xxxxxxxx-Xxxxx Act, the Xxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, each as in effect on the date so filed. Since January 1, 20072011, under the Exchange Act or the Securities Act none of 1933, as amended (the “Securities Act”) (as such documents have been amended since the time of their filing, collectively, the “Company SEC Documents”). As of their respective dates, or if amended, as of the date of the last such amendment, the Company SEC DocumentsDocuments contained, including any financial statements or schedules included therein (i) did not contain when filed, any untrue statement of a material fact or omit omitted to state a material fact required to be stated in the Company SEC Documents or incorporated by reference therein or necessary in order to make the statements therein, in the Company SEC Documents, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Nasdaq Global Marketmisleading. None of the Company’s Subsidiaries is subject to the reporting requirements of Sections 13(a) or 15(d) under the Exchange Act or otherwise required to file or furnish any forms, reports or other documents with the SEC.
(b) Since Apart from comment letters available on XXXXX, the Company has made available to Parent true, correct and complete copies of all written comment letters from the staff of the SEC received since January 1, 20072011, relating to the Company SEC Documents and all written responses of the Company thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters from the SEC or its staff with respect to any of the Company SEC Documents. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation. To the Knowledge of the Company, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of the Company.
(c) Except as set forth in Section 3.5(c) of the Company Disclosure Letter, since January 1, 2011 the Company has complied in all material respects with, and has not received any notice of noncompliance with respect to, the applicable listing and corporate governance rules and regulations of the Nasdaq Global NASDAQ Stock Market.
(cd) Each of the consolidated financial statements Financial Statements (including any notes thereto) included or incorporated by reference in the Company SEC Documents (the “Financial Statements”) (wi) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, in all material respects, (xii) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirements, (yiii) has been prepared in accordance with GAAP, in all material respects, applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements or in the notes to the Financial Statements and subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments and the absence of footnote disclosuredisclosure as permitted by GAAP), and (ziv) fairly presents in accordance with GAAP, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the date and for the periods referred to in the Financial Statements.
(de) Neither the Company nor any of the Company Company’s Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract Contract or arrangement (including any contract Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Securities Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s audited financial statements or other Company SEC Documents.
(ef) The Company and each of its officers are Subsidiaries has established and maintains a system of “internal controls over financial reporting” (as defined in compliance in all material respects with the applicable provisions Rules 13a-15(f) and 15d-15(f) of the Xxxxxxxx-Xxxxx Exchange Act. The management ) that is sufficient to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that receipts and expenditures of the Company hasand its Subsidiaries are being made only in accordance with authorizations of management and the Company Board, in and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s or any of its Subsidiaries’ assets that could have a material compliance with Rule 13a-15 under effect on the 1934 Act, Company’s financial statements.
(ig) designed The Company’s “disclosure controls and procedures procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are designed to ensure that material all information relating (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company, including its consolidated Subsidiaries, is made known ’s management as appropriate to allow timely decisions regarding required disclosure and to make the management certifications of the chief executive officer and chief financial officer of the Company by others within those entities, and (ii) required under the Exchange Act with respect to such reports. The Company has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date hereofof this Agreement, to the Company’s auditors and the audit committee of the Company Board and in Section 3.5(g) of the Company Disclosure Letter (Ai) any significant deficiencies and material weaknesses in the design or operation of internal control controls over financial reporting (“Internal Controls”) which would that could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware ofinformation, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controlsinternal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, as in effect on the date of this Agreement.
(h) Each of the principal executive officer and the principal financial officer of the Company has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Company SEC Documents, and the statements contained in such certifications were true and accurate in all material respects as of the date they were made. The Company is in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act, except for any non-compliance that has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect.
(i) To the Knowledge of the Company, since January 1, 2011, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no material concerns from Employees of the Company or any of its Subsidiaries regarding questionable accounting or auditing matters, have been received by the Company’s officers or directors. The Company has made available to Parent a summary of all material complaints or concerns relating to other matters made since January 1, 2011 through the Company’s whistleblower hot-line or equivalent system for receipt of Employee concerns regarding possible violations of Law. No attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief financial officer, audit committee (or other committee designated for the purpose) of the Company Board or the Company Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Company policy contemplating such reporting.
(j) All accounts receivable (including trade receivables and other receivables) have been recorded on the Financial Statements in accordance with GAAP and derive from bona fide sales transactions entered into in the ordinary course of business consistent with past practice and are payable on the terms and conditions set forth in the applicable Contract (net of allowances for doubtful accounts as reflected in the Financial Statements in accordance with GAAP).
(k) All inventory reflected in the Financial Statements consists of quantity and quality usable and salable in the ordinary course of business consistent with past practices and is not obsolete, defective, damaged or slow moving, and is merchantable and fit for its intended use and is being actively marketed in normal commercial channels, subject only to the allowance for inventory obsolescence as reflected in the Financial Statements. All inventory has been properly valued at the lower of cost or market, including the capitalization of labor and overhead costs, in accordance with GAAP, consistently applied. The Company has maintained established controls over the inventory and maintains accurate perpetual records updated periodically for physical inventory accounts.
Appears in 1 contract
SEC Reports and Financial Statements. (a) The Company Each of Parent and its Subsidiaries has timely filed with or furnished to the SEC, and has heretofore made available to Parent, Target Shareholders true and complete copies of all forms, reports, schedules, statements and other documents required to be filed or furnished by it since January 1, 20071997, under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) (as such documents have been amended since the time of their filing, collectively, the “Company "Parent SEC Documents”"). As of their respective dates, or if amended, as of the date of the last such amendment, the Company The Parent SEC Documents, including without limitation any financial statements or and schedules included therein therein, at the time filed, (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company SEC Documents therein or necessary in order to make the statements in the Company SEC Documentstherein, in light of the circumstances under which they were made, not misleading and (iib) complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC under thereunder. The financial statements of Parent included in the Exchange Act or the Securities Act, SEC Documents comply as the case may be, and the rules and regulations of the Nasdaq Global Market. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC.
(b) Since January 1, 2007, the Company has complied form in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market.
(c) Each of the consolidated financial statements (including any notes thereto) included or incorporated by reference in the Company SEC Documents (the “Financial Statements”) (w) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirementsthereto, (y) has have been prepared in accordance with GAAP, in all material respects, generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements or notes thereto or, in the notes to case of the Financial Statements unaudited statements, as permitted by Form 10-Q of the SEC), and fairly present (subject, in the case of the unaudited statements, to normal year-end normal, recurring audit adjustments and the absence of footnote disclosure), and (zadjustments) fairly presents in accordance with GAAP, in all material respects, the consolidated financial position of Parent and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and or changes in financial position, if anyposition prior to the adoption of FASB 95) of the Company and its consolidated Subsidiaries as of the date and for the periods referred to in the Financial Statementsthen ended.
(d) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s audited financial statements or other Company SEC Documents.
(e) The Company and each of its officers are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls.
Appears in 1 contract
SEC Reports and Financial Statements. (a) The Company has timely filed with or furnished to the SEC, and has made available delivered to ParentPurchaser, true and complete copies of of, all forms, reports, schedules, statements and other documents required to be filed or furnished by it since January June 1, 2007, 1995 under the Securities Act or the Exchange Act or (collectively, the "SEC DOCUMENTS"). Except as set forth in Section 3.5 of the Company Disclosure Schedule, the SEC Documents (i) were prepared in accordance with the requirements of the Securities Act of 1933or the Exchange Act, as amended (the “Securities Act”) (as such documents have been amended since case may be, including without limitation the time of their filing, collectively, applicable accounting requirements thereunder and the “Company SEC Documents”). As of their respective dates, or if amended, as published rules and regulations of the date of the last such amendmentSEC with respect thereto, the Company SEC Documents, including any financial statements or schedules included therein (iii) when filed did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company SEC Documents therein or necessary in order to make the statements therein, in the Company SEC Documents, in light of the circumstances under which they were made, not misleading misleading, and (iiiii) complied taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in all material respects with order to make the applicable requirements statements therein, in the light of the Exchange Act or the Securities Actcircumstances under which they were made, as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Nasdaq Global Marketnot misleading. None of the Company’s Subsidiaries 's subsidiaries is required to file any forms, statements or reports or other documents with the SECSEC pursuant to Sections 13(a) or 15(d) of the Exchange Act.
(b) Since January 1, 2007, Except as set forth in Section 3.5 of the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market.
(c) Each of Disclosure Schedule, the consolidated financial statements (including any notes thereto) of the Company included or incorporated by reference in the Company SEC Documents (the “Financial Statements”) (w) has have been prepared from, and is in accordance accord with, the books and records of the Company and its consolidated Subsidiariessubsidiaries, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirements, (y) has have been prepared in accordance with United States generally accepted accounting principles ("GAAP, in all material respects, ") applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements or in the notes to the Financial Statements thereto) and subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnote disclosure), and (z) fairly presents in accordance with GAAP, in all material respects, present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries subsidiaries as of the date respective dates and for the respective periods referred thereof, except that the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amount. Except as set forth in Section 3.5 of the Financial StatementsCompany Disclosure Schedule, the Company is not aware of any facts or circumstances which would require the Company to amend or restate any of the SEC Documents, including without limitation the financial information included therein.
(dc) Neither The Company's reserves for product claims and warranty costs used in preparing the Company nor any draft consolidated financial statements set forth in Section 5.3 of the Company Subsidiaries is a party to, or has any commitment Disclosure Schedule are adequate to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among cover the Company Company's and any of its Subsidiaries, on the one hand, subsidiaries' existing product claims and any unconsolidated Affiliatewarranty costs, including any structured finance, special purpose or limited purpose entity or person, on without limitation the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s audited financial statements or other Company SEC Documents.
(e) The Company product claims and each of its officers are in compliance in all material respects with the applicable provisions warranty costs arising out of the Xxxxxxxx-Xxxxx Act. The management matters described in Section 3.7 of the Company has, Disclosure Schedule and the warranties provided by the Comapany and its subsidiaries described in material compliance with Rule 13a-15 under the 1934 Act, Section 3.24 (id) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal ControlsDisclosure Schedule.
Appears in 1 contract
Samples: Merger Agreement (Oracle Corp /De/)
SEC Reports and Financial Statements. (a) The Company has timely filed with or furnished to the SECEach form, report, schedule, registration statement, proxy statement, information statement, exhibit and has made available to Parent, true and complete copies of all forms, reports, schedules, statements and any other documents document required to be filed or furnished by it the Parent with the Securities and Exchange Commission (the "SEC") since January 1, 2007, under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) 2000 (as such documents have been amended since prior to the time of their filing, collectivelydate hereof, the “Company "SEC Documents”Reports"). As , as of their respective dates, or if amendedwas timely filed and complied in all material respects with the applicable requirements of the Securities Act and Exchange Act. None of the SEC Reports, as of the date of the last such amendmenttheir respective dates, the Company SEC Documents, including any financial statements or schedules included therein (i) did not contain contains any untrue statement of a material fact or omit omits to state a material fact required to be stated in the Company SEC Documents therein or necessary in order to make the statements therein, in the Company SEC Documents, in light of the circumstances under which they were made, not misleading misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof.
(b) The consolidated financial statements of the Parent included in such SEC Reports and (ii) complied any notes related thereto comply as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Nasdaq Global Market. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC.
(b) Since January 1, 2007, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market.
(c) Each of the consolidated financial statements (including any notes thereto) included or incorporated by reference in the Company SEC Documents (the “Financial Statements”) (w) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirementsthereto, (y) has have been prepared in accordance with United States generally accepted accounting principles ("GAAP, in all material respects, ") applied on a consistent basis during throughout the periods involved (except as may be indicated in the Financial Statements or notes thereto or, in the notes to case of the Financial Statements unaudited interim financial statements, as permitted by Form 10-QSB of the SEC) and fairly present in all material respects (subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end audit adjustments and none of which are or will be material in amount, individually or in the absence of footnote disclosure), and (zaggregate) fairly presents in accordance with GAAP, in all material respects, the consolidated financial position of the Company and the Company Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the date and for the periods referred to in the Financial Statementsthen ended.
(dc) Neither the Company Parent nor any of the Company Parent Subsidiaries is a party to, have any direct or has any commitment to become a party to, any joint venture, off-indirect Liabilities that were not fully and adequately reflected or reserved against on the balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries described in the Company’s or such Subsidiary’s notes to the audited financial statements of Parent. Neither the Parent nor any Parent Subsidiary has any Knowledge of any circumstance, condition, event or other Company SEC Documentsarrangement that has taken place at any time that may hereafter give rise to any Liabilities.
(e) The Company and each of its officers are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls.
Appears in 1 contract
SEC Reports and Financial Statements. (a) The Company Parent has timely filed with or furnished to the SEC, and has heretofore made available to Parent, the Company true and complete copies of of, all forms, reports, schedules, statements and other documents required to be filed or furnished by it and its Subsidiaries since January 1December 31, 2007, 2000 under the Exchange Act or and the Securities Act of 1933, as amended (the “Securities Act”) (as such documents have been amended since the time of their filing, collectively, the “Company "Parent SEC Documents”"). As of their respective datesdates or, or if amended, as of the date of the last such amendment, the Company Parent SEC Documents, including including, without limitation, any financial statements or schedules included therein (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company SEC Documents therein or necessary in order to make the statements in the Company SEC Documentstherein, in light of the circumstances under which they were made, not misleading and (iib) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Sarbanes-Oxley Act of 2002 and the applicable rules and regulations of xx xxx XXX xxereunder. The Parent SEC Documents include all the SEC under the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Nasdaq Global Market. None of the Company’s Subsidiaries is documents that Parent was required to file any forms, reports or other documents with the SEC.
(b) Since January 1SEC since December 31, 2007, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market.
(c) 2000. Each of the consolidated financial statements (including any notes thereto) included or incorporated by reference in the Company Parent SEC Documents (the “Financial Statements”) (w) has have been prepared from, and is are in accordance with, the books and records of the Company Parent and its consolidated Subsidiaries, (x) complies comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirementsthereto, (y) has have been prepared in accordance with GAAP, in all material respects, GAAP applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements or in the notes to the Financial Statements and subjectthereto or, in the case of the unaudited statements, to normal yearas permitted by Form 10-end audit adjustments Q of the SEC) and the absence of footnote disclosure), and (z) present fairly presents in accordance with GAAP, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company Parent and its consolidated Subsidiaries as of at the date and dates thereof or for the periods referred to in the Financial Statementspresented therein.
(d) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s audited financial statements or other Company SEC Documents.
(e) The Company and each of its officers are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls.
Appears in 1 contract
SEC Reports and Financial Statements. (a) The Company ServiceMaster has timely filed with or furnished to the SEC, SEC and has heretofore made available to Parent, LandCare true and complete copies of of, all forms, reports, schedules, statements and other documents required to be filed or furnished by it since January 1December 31, 2007, 1996 under the Exchange Act or and the Securities Act of 1933, as amended (the “Securities Act”) (as such documents have been amended since the time of their filing, collectively, the “Company "ServiceMaster SEC Documents”"). As of their respective datesdates or, or if amended, as --------------------------- of the date of the last such amendment, the Company ServiceMaster SEC Documents, including including, without limitation, any financial statements or and schedules included therein (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company SEC Documents therein or necessary in order to make the statements in the Company SEC Documentstherein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Nasdaq Global Market. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SECthereunder.
(b) Since January 1, 2007, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market.
(c) Each of the consolidated financial statements (including any notes thereto) included or incorporated by reference in the Company ServiceMaster SEC Documents (the “Financial Statements”) (w) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirementsthereto, (y) has been prepared in accordance with GAAP, in all material respects, GAAP applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements or in the notes to the Financial Statements thereto) and subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnote disclosure), and (z) fairly presents in accordance with GAAP, in all material respects, respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company ServiceMaster and its consolidated Subsidiaries as of at the date and dates thereof or for the periods referred to presented therein (subject, in the Financial Statements.
(d) Neither the Company nor any case of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s audited unaudited interim financial statements or other Company SEC Documents.
(e) The Company and each of its officers are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereofstatements, to the Company’s auditors normal year end adjustments and the audit committee lack of the Company Board (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controlsfootnote disclosures).
Appears in 1 contract
Samples: Plan of Reorganization and Agreement and Plan of Merger (Servicemaster Co)
SEC Reports and Financial Statements. (a) The Company Since February 12, 2008, Purchaser has timely filed with or furnished to the SEC, and has made available to Parent, true and complete copies of SEC all forms, reports, schedules, statements reports and other documents filings required to be filed or furnished by it since January 1, 2007, under Purchaser in accordance with the Securities Act and the Exchange Act or and the Securities Act of 1933, as amended rules and regulations promulgated thereunder (the “Securities Act”) (as such documents have been amended since the time of their filing, collectively, the “Company Purchaser SEC DocumentsReports”). As of their respective dates, Purchaser SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such Purchaser SEC Reports and, except to the extent that information contained in any Purchaser SEC Report has been revised or if amended, as of superseded by a later Purchaser SEC Report filed and publicly available prior to the date of this Agreement, none of the last such amendment, the Company Purchaser SEC Documents, including any financial statements or schedules included therein (i) did not contain Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated in the Company SEC Documents therein or necessary in order to make the statements in the Company SEC Documentstherein, in light of the circumstances under which they were made, not misleading misleading. The financial statements of Purchaser included in Purchaser SEC Reports were prepared from and (ii) complied are in all material respects accordance with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Nasdaq Global Market. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC.
(b) Since January 1, 2007, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market.
(c) Each of the consolidated financial statements (including any notes thereto) included or incorporated by reference in the Company SEC Documents (the “Financial Statements”) (w) has been prepared from, and is in accordance with, the accounting books and other financial records of the Company and its consolidated SubsidiariesPurchaser, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirements, (y) has been were prepared in accordance with GAAPGAAP (except, in all material respectsthe case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements or in notes thereto) and presented fairly the notes to consolidated financial position of Purchaser and its consolidated subsidiaries as of the Financial Statements dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnote disclosureadjustments), and (z) fairly presents in accordance with GAAP, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries . Except as of the date and for the periods referred to set forth in the Financial Statements.
(d) Neither the Company nor any of the Company Subsidiaries is a party toPurchaser SEC Reports, Purchaser has no liabilities or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act)), where the result, purpose or effect of such arrangement is to avoid disclosure obligations of any material transaction involvingnature (whether accrued, absolute, contingent or material otherwise) other than liabilities of, the Company or any of its Subsidiaries obligations incurred in the Company’s or such Subsidiary’s audited financial statements or other Company SEC DocumentsOrdinary Course of Business since the Purchaser Balance Sheet Date.
(e) The Company and each of its officers are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls.
Appears in 1 contract
SEC Reports and Financial Statements. (a) The Since December 31, 2001, the Company has timely filed with or furnished to the SEC, SEC all forms and has made available to Parent, true and complete copies of all forms, reports, schedules, statements and other documents required to be filed or furnished by it since January 1, 2007, under the Securities Act and the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) (as such documents have been amended since the time of their filing, collectively, the “"Company SEC Documents”"). As of their respective dates, or if amended, as of the date of the last such amendment, the Company SEC Documents, including any financial statements or schedules included therein Documents (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company SEC Documents therein or necessary in order to make the statements in the Company SEC Documentstherein, in light of the circumstances under which they were made, not misleading and (ii) complied as to form in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may beapplicable, and the applicable rules and regulations of the SEC under the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Nasdaq Global Market. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SECthereunder.
(b) Since January 1, 2007, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market.
(c) Each of the The consolidated financial statements (including any notes thereto) included or incorporated by reference in the Company SEC Documents (such financial statements, including the “notes thereto, the "Financial Statements”") (w) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirements, (y) has have been prepared in accordance with GAAP, in all material respects, GAAP applied on a consistent basis during the periods involved (except as may be indicated in otherwise noted therein and except that the Financial Statements or in the notes quarterly financial statements are subject to the Financial Statements year end adjustment and subject, in the case of unaudited statements, to normal year-end audit adjustments do not contain all footnote disclosures required by GAAP) and the absence of footnote disclosure), and (z) fairly presents in accordance with GAAP, present in all material respects, respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of at the date and dates thereof or for the periods referred to in presented therein. The Filed Company SEC Documents contain the Financial Statements.
(d) Neither the Company nor any consolidated balance sheet of the Company Subsidiaries is a party todated as of and as at December 31, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement 2003 (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a"Balance Sheet") of Regulation S-K promulgated under the Exchange Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s audited financial statements or other Company SEC Documents.
(e) The Company and each of its officers are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee consolidated statements of the Company Board (A) any significant deficiencies in the design or operation income, consolidated statements of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize cash flow and report financial data and have identified consolidated statements of stockholders' equity for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraudyear ended December 31, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls2003.
Appears in 1 contract
Samples: Stock Purchase Agreement (Fidelity National Financial Inc /De/)
SEC Reports and Financial Statements. (a) The Company has timely ------------------------------------ filed with or furnished to the SEC, and has made available to Parent, SEC true and complete copies of all forms, reports, schedules, statements and other documents required to be filed or furnished by it since January 1, 2007, under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) (as such documents have been amended since the time of their filing, collectively, the “Company SEC Documents”). As of their respective datesdates or, or if amended, as of the date of the last such amendmentamendment filed prior to the date hereof, the Company SEC Documents, including including, without limitation, any financial statements or schedules included therein (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company SEC Documents therein or necessary in order to make the statements made therein, in the Company SEC Documents, in light of the circumstances under which they were made, not misleading and (iib) complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Nasdaq Global Marketthereunder. None of the Company’s Company Subsidiaries is required to file any forms, reports or other documents with the SEC.
(b) Since January 1, 2007, the . The Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market.
(c) Each of the consolidated financial statements (including any notes thereto) included or incorporated by reference in the Company SEC Documents (the “Financial Statements”) (w) has Statements have been prepared from, and is are in accordance with, in each case, in all material respects, the books and records of the Company and its consolidated Subsidiaries, (x) complies and comply as to form, as of their respective dates of filing with the SEC, in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirementsthereto, (y) has have been prepared in accordance with GAAPU.S. GAAP (except, in all material respectsthe case of unaudited financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods period involved (except as may be indicated in the Financial Statements or stated in the notes to the Financial Statements thereto) and subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnote disclosure), and (z) fairly presents in accordance with GAAP, present in all material respects, respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the date times and for the periods referred to in the Financial Statements.
(d) Neither the Company nor any of the Company Subsidiaries is a party totherein, or has any commitment subject, with respect to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s audited interim unaudited financial statements or other Company SEC Documents.
(e) The Company and each of its officers are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereofstatements, to the Company’s auditors normal and the audit committee of the Company Board (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or recurring year-end adjustments that are not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result be material in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controlsamount.
Appears in 1 contract
Samples: Merger Agreement (Eimo Oyj)
SEC Reports and Financial Statements. (a) The Since April 1, 2004, the Company has timely filed with or furnished to the SEC, and has made available to Parent, true and complete copies of all forms, reports, schedulesstatements, statements schedules and other documents (the "SEC Reports") with the Securities and Exchange Commission (the "SEC") required to be filed or furnished by it since January 1pursuant to the federal securities laws and the SEC rules and regulations thereunder. The SEC Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act, 2007, under the Exchange Act or and the Securities Act published rules and regulations of 1933the SEC thereunder, each as amended applicable to such SEC Reports and (the “Securities Act”ii) (as such documents have been amended since the time of their filing, collectively, the “Company SEC Documents”). As of their respective dates, or if amended, did not as of the date of the last such amendment, the Company SEC Documents, including any financial statements or schedules included therein (i) did not time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company SEC Documents therein or necessary in order to make the statements in the Company SEC Documentstherein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with misleading, except to the applicable extent corrected prior to the date hereof by a subsequently filed SEC Report. No subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or Act. As of the Securities Actdate hereof, as there are no material unresolved comments issued by the case may be, and the applicable rules and regulations staff of the SEC under the Exchange Act or the Securities Act, as the case may be, and the rules and regulations with respect to any of the Nasdaq Global Market. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SECSEC Reports.
(b) Since January 1, 2007, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market.
(c) Each of the consolidated financial statements (including including, in each case, any notes thereto) of the Company included or incorporated by reference in the Company SEC Documents (the “Financial Statements”) (w) Reports has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and in accordance with the published rules and regulations of the SEC with respect to (including Regulation S-X) as at the date of the filing of such requirementsreports, (y) has been prepared and in accordance with GAAPUnited States generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as otherwise stated in such financial statements, including the related notes) and each fairly presents, in all material respects, applied on a consistent basis during the consolidated financial position, results of operations and cash flows of the Company and its consolidated subsidiaries as at the respective dates thereof and for the respective periods involved (indicated therein, except as may be indicated in the Financial Statements or otherwise set forth in the notes to the Financial Statements and thereto (subject, in the case of unaudited statements, to the absence of complete footnote disclosure and to normal and recurring year-end audit adjustments and adjustments, none of which, would differ materially from the absence of footnote disclosurenotes to the audited financial statements included in the Company's applicable annual report), and (z) fairly presents in accordance with GAAP, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any. Except as set forth on Section 3.07(b) of the Company and Disclosure Schedule, neither the Company nor any of its consolidated Subsidiaries subsidiaries have any Indebtedness.
(c) Except as disclosed in Section 3.07(c) of the date and Company Disclosure Schedule, neither the Company nor any of its subsidiaries is subject to any liabilities or obligations of any kind or nature (whether accrued, absolute, contingent, determinable or otherwise), except (i) liabilities set forth on the face of the December 31, 2006 unaudited balance sheet included in the Company's report on Form 10-Q for the periods referred to quarter ended December 31, 2006, (ii) liabilities incurred in the Financial Statementsordinary course of business and consistent with past practice since December 31, 2006, (iii) liabilities incurred in connection with the Transactions and (iv) liabilities that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(d) Neither the Company nor any Except as set forth in Section 3.07(d) of the Company Subsidiaries is a party toDisclosure Schedule, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among none of the Company and or any of its Subsidiaries, on subsidiaries is indebted to any director or officer of the one handCompany or any of its subsidiaries (except for amounts due as normal salaries and bonuses or in reimbursement of ordinary business expenses and directors' fees) and no such person is indebted to the Company or any of its subsidiaries, and any unconsolidated Affiliate, including any structured finance, special purpose there have been no other transactions of the type required to be disclosed pursuant to Items 402 or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) 404 of Regulation S-K promulgated under by the Exchange Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries SEC other than those disclosed in the Company’s or such Subsidiary’s audited financial statements or other Company SEC DocumentsReports.
(e) The Company has heretofore furnished or made available to Merger Sub a complete and each correct copy of its officers are in compliance in all material respects any amendments or modifications which have not yet been filed with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of SEC to SEC Reports which previously have been filed by the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating SEC pursuant to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors Securities Act and the audit committee of rules and regulations promulgated thereunder or the Company Board (A) any significant deficiencies in Exchange Act and the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize rules and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controlsregulations promulgated thereunder.
Appears in 1 contract
SEC Reports and Financial Statements. (a) The Company Since January 1, 2024, Purchaser has timely filed with or furnished to the SEC, and has made available to Parent, true and complete copies of all forms, reports, schedulesstatements, statements schedules and other documents required to be filed or furnished by it since January 1, 2007, under with the Exchange Act or the Securities Act of 1933, SEC (as amended (the “Securities Act”) (as such documents have been amended since the and supplemented from time of their filingto time, collectively, the “Company Purchaser SEC Documents”). As of their respective filing dates, or if amended, as the Purchaser SEC Documents (i) complied in all material respects with the requirements of the date of Securities Act and the last Exchange Act applicable to such amendment, the Company Purchaser SEC Documents, including any financial statements or schedules included therein Documents and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company SEC Documents therein or necessary in order to make the statements in the Company SEC Documentstherein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Nasdaq Global Market. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SECmisleading.
(b) Since January 1, 2007, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market.
(c) Each of the consolidated financial statements (including including, in each case, any notes thereto) included or incorporated by reference contained in the Company Purchaser SEC Documents (the “Financial Statements”) (w) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirements, (y) has been was prepared in accordance with GAAP, in all material respects, U.S. GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the Financial Statements or notes thereto or, in the notes to case of unaudited statements, as permitted by Form 10-Q of the Financial Statements SEC) and each fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of Purchaser and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to the absence of notes and normal and recurring year-end audit adjustments and the absence of footnote disclosureadjustments), and (z) fairly presents in accordance with GAAP, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the date and for the periods referred to in the Financial Statements.
(dc) Neither the Company nor any of the Company Subsidiaries is a party Purchaser has taken no action intended to, or has any commitment which to become a party toits actual knowledge is likely to have the effect of, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among terminating the Company and any registration of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) Purchaser’s shares of Regulation S-K promulgated common stock under the Exchange Act)), where Act nor has Purchaser received any written notification that the result, purpose or effect of SEC is threatening terminating such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s audited financial statements or other Company SEC Documentsregistration.
(e) The Company and each of its officers are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls.
Appears in 1 contract
SEC Reports and Financial Statements. (a) The Company Parent has timely filed with heretofore delivered or furnished to the SEC, and has made available to Parent, true the Company complete and complete correct copies of all forms, reports, schedules, statements reports and other filings filed by the Parent with the SEC pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act") since August 1, 1997 (such reports and other filings collectively referred to herein as the "Exchange Act Filings"). The Exchange Act Filings constitute all of the documents required to be filed or furnished by it since January 1, 2007, the Parent under the Exchange Act or with the Securities Act of 1933, as amended (the “Securities Act”) (as SEC since such documents have been amended since the time of their filing, collectively, the “Company SEC Documents”)date. As of their respective dates, or if amended, as of the date of the last such amendment, the Company SEC Documents, including any financial statements or schedules included therein (i) Exchange Act Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company SEC Documents therein or necessary in order to make the statements in the Company SEC Documentstherein, in light of the circumstances under which they were made, not misleading and (ii) misleading. The audited consolidated financial statements of the Parent included in the Exchange Act Filings at the time of their filing complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Nasdaq Global Market. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC.
(b) Since January 1, 2007, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market.
(c) Each of the consolidated financial statements (including any notes thereto) included or incorporated by reference in the Company SEC Documents (the “Financial Statements”) (w) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to thereto, and such requirementsaudited consolidated financial statements (i) were prepared from the books and records of the Parent and its consolidated subsidiaries, (yii) has been were prepared in accordance with GAAP, in all material respects, generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements therein or in the notes to or schedules thereto) and (iii) present fairly the Financial Statements financial position of the Parent and subject, in its consolidated subsidiaries as at the case of unaudited statements, to normal year-end audit adjustments dates thereof and the absence of footnote disclosure), and (z) fairly presents in accordance with GAAP, in all material respects, the consolidated financial position and the consolidated results of their operations and cash flows (and or changes in financial position, if anyfor the fiscal year ended July 31, 1997 and earlier years) of the Company and its consolidated Subsidiaries as of the date and for the periods referred to then ended. The unaudited financial statements included in the Financial Statements.
(d) Neither Exchange Act Filings at the Company nor any time of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s audited financial statements or other Company SEC Documents.
(e) The Company and each of its officers are in compliance their filing complied in all material respects with the applicable provisions published rules and regulations of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance SEC with Rule 13a-15 under the 1934 Act, respect thereto; and such unaudited financial statements (i) designed disclosure controls were prepared from the books and procedures to ensure that material information relating to records of the Company, including Parent and its consolidated Subsidiariessubsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosedwere prepared in accordance with generally accepted accounting principles, based on its most recent evaluation prior to except as otherwise permitted under the date hereof, to the Company’s auditors Exchange Act and the audit committee rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Company Board Parent and its consolidated subsidiaries as at the dates thereof and the results of their operations and cash flows (Aor changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any significant deficiencies other aIdjustments described therein or in the design notes or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controlsschedules thereto.
Appears in 1 contract
Samples: Merger Agreement (Lycos Inc)
SEC Reports and Financial Statements. (a) The Company has timely filed with or furnished to the SEC, and has heretofore made available to Parent, true and complete copies of all forms, reports, schedules, statements and other documents required to be filed or furnished by it since January 1, 2007, under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) (as such documents have been amended since the time of their filing, collectivelyof, the “Company SEC Documents”). As of their respective datesdates or, or if amended, as of the date of the last such amendmentamendment filed prior to the date hereof, the Company SEC Documents, including including, without limitation, any financial statements or schedules included therein (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company SEC Documents therein or necessary in order to make the statements made therein, in the Company SEC Documents, in light of the circumstances under which they were made, not misleading and (iib) complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Nasdaq Global Marketthereunder. None of the Company’s Company Subsidiaries is required to file any forms, reports or other documents with the SEC.
(b) Since January 1, 2007, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market.
(c) Each of the consolidated financial statements (including any notes thereto) included or incorporated by reference in the Company SEC Documents (the “. The Financial Statements”) (w) has Statements have been prepared from, and is are in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirementsthereto, (y) has have been prepared in accordance with GAAPGAAP (except, in all material respectsthe case of unaudited consolidated quarterly financial statements, as permitted by the instructions to Form 10Q promulgated pursuant to the Exchange Act) applied on a consistent basis during the periods period involved (except as may be indicated in the Financial Statements or stated in the notes to the Financial Statements thereto) and subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnote disclosure), and (z) fairly presents in accordance with GAAP, in all material respects, present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the date times and for the periods referred to therein. No financial statements of any other Person are required by GAAP to be included in the Financial Statements.
(d) Neither the Company nor any financial statements of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s audited financial statements or other Company SEC Documents.
(e) The Company and each of its officers are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls.
Appears in 1 contract
Samples: Merger Agreement (Fedders Corp /De)
SEC Reports and Financial Statements. (a) The Since April 1, 2004, the Company has timely filed with or furnished to the SEC, and has made available to Parent, true and complete copies of all forms, reports, schedulesstatements, statements schedules and other documents (the “SEC Reports”) with the Securities and Exchange Commission (the “SEC”) required to be filed or furnished by it since January 1pursuant to the federal securities laws and the SEC rules and regulations thereunder. The SEC Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act, 2007, under the Exchange Act or and the Securities Act published rules and regulations of 1933the SEC thereunder, each as amended applicable to such SEC Reports and (the “Securities Act”ii) (as such documents have been amended since the time of their filing, collectively, the “Company SEC Documents”). As of their respective dates, or if amended, did not as of the date of the last such amendment, the Company SEC Documents, including any financial statements or schedules included therein (i) did not time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company SEC Documents therein or necessary in order to make the statements in the Company SEC Documentstherein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with misleading, except to the applicable extent corrected prior to the date hereof by a subsequently filed SEC Report. No subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or Act. As of the Securities Actdate hereof, as there are no material unresolved comments issued by the case may be, and the applicable rules and regulations staff of the SEC under the Exchange Act or the Securities Act, as the case may be, and the rules and regulations with respect to any of the Nasdaq Global Market. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SECSEC Reports.
(b) Since January 1, 2007, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market.
(c) Each of the consolidated financial statements (including including, in each case, any notes thereto) of the Company included or incorporated by reference in the Company SEC Documents (the “Financial Statements”) (w) Reports has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and in accordance with the published rules and regulations of the SEC with respect to (including Regulation S-X) as at the date of the filing of such requirementsreports, (y) has been prepared and in accordance with GAAPUnited States generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as otherwise stated in such financial statements, including the related notes) and each fairly presents, in all material respects, applied on a consistent basis during the consolidated financial position, results of operations and cash flows of the Company and its consolidated subsidiaries as at the respective dates thereof and for the respective periods involved (indicated therein, except as may be indicated in the Financial Statements or otherwise set forth in the notes to the Financial Statements and thereto (subject, in the case of unaudited statements, to the absence of complete footnote disclosure and to normal and recurring year-end audit adjustments and adjustments, none of which, would differ materially from the absence of footnote disclosurenotes to the audited financial statements included in the Company’s applicable annual report), and (z) fairly presents in accordance with GAAP, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any. Except as set forth on Section 3.07(b) of the Company and Disclosure Schedule, neither the Company nor any of its consolidated Subsidiaries subsidiaries have any Indebtedness.
(c) Except as disclosed in Section 3.07(c) of the date and Company Disclosure Schedule, neither the Company nor any of its subsidiaries is subject to any liabilities or obligations of any kind or nature (whether accrued, absolute, contingent, determinable or otherwise), except (i) liabilities set forth on the face of the December 31, 2006 unaudited balance sheet included in the Company’s report on Form 10-Q for the periods referred to quarter ended December 31, 2006, (ii) liabilities incurred in the Financial Statementsordinary course of business and consistent with past practice since December 31, 2006, (iii) liabilities incurred in connection with the Transactions and (iv) liabilities that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(d) Neither the Company nor any Except as set forth in Section 3.07(d) of the Company Subsidiaries is a party toDisclosure Schedule, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among none of the Company and or any of its Subsidiaries, on subsidiaries is indebted to any director or officer of the one handCompany or any of its subsidiaries (except for amounts due as normal salaries and bonuses or in reimbursement of ordinary business expenses and directors’ fees) and no such person is indebted to the Company or any of its subsidiaries, and any unconsolidated Affiliate, including any structured finance, special purpose there have been no other transactions of the type required to be disclosed pursuant to Items 402 or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) 404 of Regulation S-K promulgated under by the Exchange Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries SEC other than those disclosed in the Company’s or such Subsidiary’s audited financial statements or other Company SEC DocumentsReports.
(e) The Company has heretofore furnished or made available to Merger Sub a complete and each correct copy of its officers are in compliance in all material respects any amendments or modifications which have not yet been filed with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of SEC to SEC Reports which previously have been filed by the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating SEC pursuant to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors Securities Act and the audit committee of rules and regulations promulgated thereunder or the Company Board (A) any significant deficiencies in Exchange Act and the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize rules and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controlsregulations promulgated thereunder.
Appears in 1 contract
SEC Reports and Financial Statements. (a) The Company has timely filed with or furnished to the SEC, and has made available to Parent, true and complete copies of SEC all forms, reports, schedules, statements and other documents required to be filed or furnished by it since January 1, 20071996 and prior to the date hereof, under the Exchange Act or the Securities Act of 1933, as amended (the “"Securities Act”") (as such documents have been amended since the time of their filing, collectively, the “"Company SEC Documents”"). As of their respective datesdates or, or if amended, as of the date of the last such amendment, the Company SEC Documents, including including, without limitation, any financial statements or schedules included therein (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company SEC Documents therein or necessary in order to make the statements in the Company SEC Documentstherein, in light of the circumstances under which they were made, not misleading and (iib) complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Nasdaq Global Marketthereunder. None of the Company’s 's Subsidiaries is required to file any forms, reports or other documents with the SEC.
(b) Since January 1, 2007, The financial statements of the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market.
(c) Each of the consolidated financial statements (including any notes thereto) included or incorporated by reference in the Company SEC Documents (the “"Financial Statements”") (w) has have been prepared from, and is are in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirementsthereto, (y) has have been prepared in accordance with United States generally accepted accounting principles ("GAAP, in all material respects, ") applied on a consistent basis during the periods period involved (except as may be indicated in the Financial Statements or in the notes to the Financial Statements thereto) and subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnote disclosure), and (z) fairly presents in accordance with GAAP, in all material respects, present the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of unaudited interim financial statements, to normal year end adjustments and changes in financial position, if anythe absence of footnote disclosures as permitted by Regulation S-X) of the Company and its consolidated Subsidiaries as of the date times and for the periods referred to in the Financial Statementstherein.
(d) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s audited financial statements or other Company SEC Documents.
(e) The Company and each of its officers are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Honeywell International Inc)
SEC Reports and Financial Statements. (a) The Since June 9, 2000, the Company has timely and its Subsidiaries have filed with or furnished to the SEC, and has made available to Parent, true and complete copies of SEC all forms, reports, schedules, registration statements and other documents definitive proxy statements required to be filed or furnished by it them with the SEC (as amended since January 1the time of their filing and prior to the date hereof, 2007collectively, under the “COMPANY SEC REPORTS”) and has heretofore made available to Parent complete and correct copies of all Company SEC Reports. As of their respective dates, the Company SEC Reports complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended, including the rules and regulations of the SEC promulgated thereunder (the “EXCHANGE ACT”), or the Securities Act of 1933, as amended amended, including the rules and regulations of the SEC promulgated thereunder (the “Securities ActSECURITIES ACT”) (applicable, as the case may be, to such documents have been amended since the time of their filing, collectively, the “Company SEC Documents”). As Reports, and none of their respective dates, or if amended, as of the date of the last such amendment, the Company SEC DocumentsReports contained, including any financial statements at the time they were filed or schedules included therein (i) did not contain became effective, as the case may be, any untrue statement of a material fact or omit omitted to state a material fact required to be stated in the Company SEC Documents therein or necessary in order to make the statements in the Company SEC Documentsmade therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Nasdaq Global Market. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SECmisleading.
(b) Since January 1, 2007, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market.
(c) Each of the The consolidated financial statements (including any notes theretorelated notes) included or incorporated by reference in the Company SEC Documents Reports (collectively, the “Financial StatementsCOMPANY FINANCIAL STATEMENTS”) (w) has been prepared fromfairly present, and is in accordance withall material respects, the books consolidated financial position, results of the consolidated operations and records changes in stockholders’ equity and cash flows of the Company and its consolidated SubsidiariesSubsidiaries for the respective fiscal periods or as of the respective dates therein set forth; and each of such Company Financial Statements (including the related notes, (xwhere applicable) complies complies, in all material respects respects, with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to thereto; and each of such requirementsCompany Financial Statements (including the related notes, (ywhere applicable) has been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP, in all material respects, ”) consistently applied on a consistent basis during the periods involved (except involved, except, in each case, as may be indicated in the Financial Statements such statements or in the notes to the Financial Statements thereto, and subject, in the case of provided that unaudited statements, interim financial statements may not contain footnotes and may be subject to normal year-end audit adjustments and the absence of footnote disclosure), and adjustments.
(zc) fairly presents in accordance with GAAP, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) The unaudited balance sheet of the Company and its consolidated the Company Subsidiaries as of November 30, 2002, and the date unaudited income statement of the Company and the Company Subsidiaries for the periods referred to month ended November 30, 2002 were prepared (a) in accordance with the books of account and financial records of the Company and the Company Subsidiaries in the Financial Statementsordinary course of business and consistent with the Company’s past practices with respect to the preparation of its monthly financial statements and (b) in accordance with the Company’s standard internal accounting practices applicable to the preparation of its monthly financial statements.
(d) Neither Except as fully reflected or reserved against in the balance sheet included in the Company’s Quarterly Report on Form 10-QSB for the period ended September 30, 2002, from September 30, 2002 through and including the date hereof, neither the Company nor any of the Company its Subsidiaries is a party tohas incurred any liabilities or obligations of any nature whatsoever (absolute, accrued, fixed, contingent or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act)otherwise), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material other than liabilities of, the Company or any of its Subsidiaries incurred in the Company’s or such Subsidiary’s audited financial statements or other Company SEC Documentsordinary course of business consistent with past practice since September 30, 2002.
(e) The books and records of the Company and each of its officers Subsidiaries have been, and are in compliance being, maintained in all material respects in accordance with the applicable provisions legal and accounting requirements and reflect only actual transactions.
(f) The estimate of the Xxxxxxxx-Xxxxx Act. The management Net Working Capital (as defined on Schedule A hereto) of the Company hasand the Company Subsidiaries as of February 28, 2003 set forth on Schedule A was prepared in material compliance accordance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls books of account and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management other financial records of the Company by others within those entitiesand the Company Subsidiaries and represents the Company’s good faith estimate of the amounts set forth therein, and (ii) disclosed, based on its most recent evaluation prior to as of the date hereof, to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls.
Appears in 1 contract
Samples: Merger Agreement (Udate Com Inc)
SEC Reports and Financial Statements. (a) The Company has timely filed with or furnished to the SECEach form, and has made available to Parentreport, true and complete copies of all formsschedule, reportsregistration statement, schedules, statements definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by DMC or any of its subsidiaries with the SEC since December 31, 1997 (as such documents have since the time of their filing been amended or supplemented, the "DMC SEC REPORTS"), are all the documents (other than preliminary material) that DMC and its subsidiaries were required to be filed or furnished by it file with the SEC since January 1such date. As of their respective dates, 2007, under the Exchange Act or DMC SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “Securities "SECURITIES Act”) (as such documents have been amended since the time of their filing, collectively, the “Company SEC Documents”"). As of their respective dates, or if the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "EXCHANGE ACT"), as of the date of the last such amendmentcase may be, the Company SEC Documents, including any financial statements or schedules included therein and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company SEC Documents therein or necessary in order to make the statements in the Company SEC Documentstherein, in light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (iiincluding, in each case, the notes, if any, thereto) included in the DMC SEC Reports (the "DMC FINANCIAL STATEMENTS") complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Nasdaq Global Market. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC.
(b) Since January 1, 2007, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market.
(c) Each of the consolidated financial statements (including any notes thereto) included or incorporated by reference in the Company SEC Documents (the “Financial Statements”) (w) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirementsthereto, (y) has been were prepared in accordance with GAAP, in all material respects, generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the Financial Statements SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to DMC and the absence of footnote disclosureits subsidiaries taken as a whole), and (z) fairly presents in accordance with GAAP, in all material respects, the consolidated financial position of DMC and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the date and for the respective periods referred to in the Financial Statementsthen ended.
(d) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s audited financial statements or other Company SEC Documents.
(e) The Company and each of its officers are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls.
Appears in 1 contract
Samples: Exchange and Voting Agreement (Dairy Mart Convenience Stores Inc)
SEC Reports and Financial Statements. (a) The Company Buyer has timely filed with or furnished to the SEC, and has heretofore made available to Parent, the Company true and complete copies of of, (i) Buyer's Annual Report on Form 10-K for the year ended January 29, 2000, and (ii) all forms, reports, schedules, statements and other documents required to be filed or furnished by it since January 1, 2007, the Buyer under the Exchange Act or the Securities Act of 1933from and after the filing thereof (such annual report, as amended (the “Securities Act”) (as such documents have been amended since the time of their filingforms, collectivelyreports, the “Company SEC Documents”). As of their respective datesschedules, or if amended, as of the date of the last such amendment, the Company SEC Documentsstatements and other documents, including any financial statements or schedules included therein herein, together with Buyer's monthly sales release for February, March and April 2000, are referred to as the "Buyer SEC Documents"). The Buyer SEC Documents, at the time filed, (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Company SEC Documents therein or necessary in order to make the statements in the Company SEC Documentstherein, in light of the circumstances under which they were made, not misleading misleading, and (iib) complied compiled in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC under thereunder. There have not been any amendments to the Exchange Act or Buyer SEC Documents since the Securities Act, as the case may be, and the rules and regulations initial filing thereof. The financial statements of the Nasdaq Global Market. None of Company included in the Company’s Subsidiaries is required Buyer SEC Documents comply as to file any forms, reports or other documents with the SEC.
(b) Since January 1, 2007, the Company has complied form in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market.
(c) Each of the consolidated financial statements (including any notes thereto) included or incorporated by reference in the Company SEC Documents (the “Financial Statements”) (w) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirementsthereto, (y) has have been prepared in accordance with GAAP, in all material respects, GAAP applied on a consistent basis during the periods period involved (except as may be indicated in the Financial Statements or notes thereto or, in the notes to case of the Financial Statements unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated by the SEC) and fairly present (subject, in the case of the unaudited statements, to normal year-end normal, recurring audit adjustments and the absence adjustments, none of footnote disclosure), and (zwhich will be material) fairly presents in accordance with GAAP, in all material respects, the consolidated financial position of the Buyer and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the date and for the periods referred to in the Financial Statementsthen ended.
(d) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s audited financial statements or other Company SEC Documents.
(e) The Company and each of its officers are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls.
Appears in 1 contract
Samples: Stock Purchase Agreement (Sunglass Hut International Inc)
SEC Reports and Financial Statements. (a) 3.7.1 The Company has timely filed with or furnished to the SEC, and has made available to Parent, true each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of all formsexhibits) of each report, registration statement, and definitive proxy statement filed by the Company with the United States Securities and Exchange Commission (“SEC”) since December 31, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, statements forms and other documents required to be have been filed by the Company with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or furnished superseded by it since January 1a filing prior to the date of this Agreement, 2007then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act, under the Exchange Act or the Securities Exchange Act of 1933, as amended 1934 (the “Securities 1934 Act”) (as such documents have been amended since the time of their filing, collectively, the “Company SEC Documents”). As of their respective dates, or if amended, as amended; and (ii) none of the date of the last such amendment, the Company SEC Documents, including any financial statements or schedules included therein (i) did not contain Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated in the Company SEC Documents therein or necessary in order to make the statements therein, in the Company SEC Documents, in light of the circumstances under which they were made, not misleading and misleading.
3.7.2 Except for the pro forma financial statements, if any, the financial statements contained in the SEC Reports: (iii) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Nasdaq Global Market. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC.
(b) Since January 1, 2007, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market.
(c) Each of the consolidated financial statements (including any notes thereto) included or incorporated by reference in the Company SEC Documents (the “Financial Statements”) (w) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirements, applicable thereto at the time of filing and as of the date of each Closing; (yii) has been were prepared in accordance with GAAP, in all material respects, GAAP applied on a consistent basis during throughout the periods involved covered (except as may be indicated in the Financial Statements notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the notes to aggregate, be material in amount); and (iii) fairly present, in all material respects, the Financial Statements financial position of the Company as of the respective dates thereof and the results of operations of the Company for the periods covered thereby, subject, in the case of unaudited statements, to normal normal, immaterial, year-end audit adjustments. All adjustments and the absence of footnote disclosure), and (z) fairly presents in accordance with GAAP, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) considered necessary for a fair presentation of the Company and its consolidated Subsidiaries as of the date and for the periods referred to in the Financial Statements.
(d) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s audited financial statements or other Company SEC Documentshave been included.
(e) The Company and each of its officers are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls.
Appears in 1 contract
Samples: Securities Purchase Agreement (Multimedia Platforms Inc.)
