Common use of SEC Reports; Disclosure Controls and Procedures Clause in Contracts

SEC Reports; Disclosure Controls and Procedures. (a) The Company has filed all reports and other documents with the SEC required to be filed by the Company since December 31, 2006 (the “Company SEC Reports”). As of their respective filing dates, the Company SEC Reports (i) complied in all material respects with, to the extent in effect at the time of filing, the applicable requirements of the Securities Act and the Exchange Act and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the financial statements (including the related notes) of the Company included in the Company SEC Reports complied at the time it was filed 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 such filing, was prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end adjustments). Since the Balance Sheet Date, there has been no change in the Company’s accounting policies or the methods of making accounting estimates or changes in estimates that are material to the Company’s financial statements, except as described in the Company SEC Reports or except as may be required by any regulatory authority.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (COV Delaware Corp), Agreement and Plan of Merger (Ev3 Inc.), Agreement and Plan of Merger (Covidien PLC)

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SEC Reports; Disclosure Controls and Procedures. (a) The Company has filed all reports and other documents with the SEC required to be filed by the Company since December 31, 2006 2018 (the “Company SEC Reports”). As of their respective filing dates, the Company SEC Reports (i) complied in all material respects with, to the extent in effect at the time of filing, the applicable requirements of the Securities Act and the Exchange Act and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the financial statements (including the related notes) of the Company included in the Company SEC Reports complied at the time it was filed 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 such filing, was prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end adjustments). Since March 31, 2021 (the Balance Sheet Date”), there has been no change in the Company’s accounting policies or the methods of making accounting estimates or changes in estimates that are material to the Company’s financial statements, except as described in the Company SEC Reports or except as may be required by any regulatory authority.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intersect ENT, Inc.)

SEC Reports; Disclosure Controls and Procedures. (a) The Company has filed all reports and other documents with the SEC required to be filed by the Company since December 31, 2006 2013 (the “Company SEC Reports”). As of their respective filing dates, the Company SEC Reports (i) complied in all material respects with, to the extent in effect at the time of filing, the applicable requirements of the Securities Act and the Exchange Act and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the financial statements (including the related notes) of the Company included in the Company SEC Reports complied at the time it was filed 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 such filing, was prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end adjustments). Since March 31, 2016 (the Balance Sheet Date”), there has been no change in the Company’s accounting policies or the methods of making accounting estimates or changes in estimates that are material to the Company’s financial statements, except as described in the Company SEC Reports or except as may be required by any regulatory authority.

Appears in 1 contract

Samples: Agreement and Plan of Merger (HeartWare International, Inc.)

SEC Reports; Disclosure Controls and Procedures. (a) The Company has filed all reports and other documents with the SEC required to be filed by the Company since December 31April 1, 2006 2008 (the “Company SEC Reports”). As of their respective filing dates, the Company SEC Reports (i) complied in all material respects with, to the extent in effect at the time of filing, the applicable requirements of the Securities Act and the Exchange Act and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the financial statements (including the related notes) of the Company included in the Company SEC Reports complied at the time it was filed 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 such filing, was prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end adjustments). Since the Balance Sheet Date, there has been no change in the Company’s accounting policies or the methods of making accounting estimates or changes in estimates that are material to the Company’s financial statements, except as described in the Company Filed SEC Reports or except after the date hereof as may be required by any regulatory authorityGAAP or applicable Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Micrus Endovascular Corp)

SEC Reports; Disclosure Controls and Procedures. (a) The Company has filed all reports and other documents (including material contracts and other exhibits) with the SEC required to be filed by the Company since December 31January 1, 2006 2010 (as such reports and other documents may have been amended or superseded through the date hereof, the “Company SEC Reports”). As of their respective filing datesdates (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Company SEC Reports (i) complied in all material respects with, to the extent in effect at the time of filing (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the applicable requirements of the Securities Act and the Exchange Act and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the financial statements (including the related notes) of the Company included in the Company SEC Reports complied at the time it was filed (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing) 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 such filing (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), was prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations operations, shareholders’ equity and cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end adjustments). Since the Balance Sheet Date, there has been no change in the Company’s accounting policies or the methods of making accounting estimates or changes in estimates that are material to the Company’s financial statements, except as described in the Company SEC Reports or except as may be required by any regulatory authority.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rock of Ages Corp)

SEC Reports; Disclosure Controls and Procedures. (a) The Company has filed with or furnished to the SEC all reports reports, schedules, forms, statements, prospectuses, registration statements and other documents with the SEC required to be filed or furnished by the Company since December 31January 1, 2006 2009 (collectively, together with any exhibits and schedules thereto and other information incorporated herein, the “Company SEC ReportsDocuments”). As of their respective filing datesdates (and as of the date of any amendment), the Company SEC Reports Documents (i) complied complied, and each Company SEC Document filed subsequent to the date hereof will comply, in all material respects with, to the extent in effect at the time of filing, with the applicable requirements of the Securities Act and the Exchange Act and (ii) did not not, and each Company SEC Document filed subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date of such registration statement or amendment became effective, did not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Each of the financial statements (including the related notes) of the Company included or incorporated by reference in the Company SEC Reports Documents complied at the time it was filed 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 such filing, was prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules Form 10-Q and regulations Regulation S-X of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end adjustments). Since the Balance Sheet Date, there has been no change in the Company’s accounting policies or the methods of making accounting estimates or changes in estimates that are material to the Company’s financial statements, except as described in the Company Filed SEC Reports or except after the date hereof as may be required by any regulatory authorityGAAP or applicable Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Us Home Systems Inc)

SEC Reports; Disclosure Controls and Procedures. (a) The Company CMI has filed or otherwise furnished (as applicable) all reports registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and other documents with the SEC required to be filed or furnished by it under the Company Securities Act or the Exchange Act, as the case may be (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act), with or to the SEC since December 31, 2006 2007 (such documents and any other documents filed by CMI with the SEC, including exhibits and other information incorporated therein as they have been amended prior to the date hereof, the “Company SEC Reports”). All of the SEC Reports required to be filed or furnished by CMI since December 31, 2009 have been timely filed or furnished by it. As of their respective filing datesdates (or, if amended prior to the Company date hereof, as of the date of the last amendment and filing), each of the SEC Reports (i) complied when filed or furnished (or, if applicable, when amended and filed) in all material respects with, to with the extent in effect at the time of filing, the applicable requirements of the Securities Act, the Exchange Act and the Exchange Act Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder applicable to such SEC Report and (ii) did not contain when filed, or as so amended, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the financial statements (including the related notes) of the Company included in the Company SEC Reports complied at the time it was filed 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 such filing, was prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end adjustments). Since the Balance Sheet Date, there has been no change in the Company’s accounting policies or the methods of making accounting estimates or changes in estimates that are material to the Company’s financial statements, except as described in the Company SEC Reports or except as may be required by any regulatory authority.

Appears in 1 contract

Samples: Exchange Agreement (Cumulus Media Inc)

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SEC Reports; Disclosure Controls and Procedures. (a) The Since the Lookback Date, the Company has timely filed with (or furnished to) the SEC all reports forms, reports, schedules, statements, exhibits and other documents with the SEC (including exhibits, financial statements and schedules thereto and all other information incorporated therein and amendments and supplements thereto) required to be filed (or furnished) by the Company under the Exchange Act or the Securities Act (collectively since December 31the Lookback Date, 2006 (the “Company SEC ReportsDocuments”). As , all of which, as of their respective filing dateseffective dates (or, to the Company SEC Reports (i) extent revised, amended, supplemented or superseded by a subsequent filing, as of the date of the last TABLE OF CONTENTS such amendment, supplement or superseding filing), have complied in all material respects with, to the extent in effect at the time of filing, the with all applicable requirements of the Securities Act and Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (ii) did not contain together with the related rules and regulations promulgated under such act, “Xxxxxxxx-Xxxxx”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents. Except to the extent that information contained in such Company SEC Document has been revised, amended, supplemented or superseded by a subsequent filing, as of their respective effective dates, none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. Each of the No “principal executive officer” (as defined in Xxxxxxxx-Xxxxx) or “principal financial statements officer” (including the related notesas defined in Xxxxxxxx-Xxxxx) of the Company included in has failed to make the certifications required of him or her under Section 302 or 906 of Xxxxxxxx-Xxxxx with respect to any Company SEC Document filed or furnished by the Company SEC Reports complied at the time it was filed 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 such filing, was prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position . No Subsidiary of the Company and its consolidated Subsidiaries as of is, or has been at any time since the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end adjustments). Since the Balance Sheet Lookback Date, there has been no change in required to file any form, report, schedule, statement, exhibit or other document with the Company’s accounting policies or the methods of making accounting estimates or changes in estimates that are material to the Company’s financial statements, except as described in the Company SEC Reports or except as may be required by any regulatory authoritySEC.

Appears in 1 contract

Samples: Purchase Agreement (Thermo Fisher Scientific Inc.)

SEC Reports; Disclosure Controls and Procedures. (a) The Since the Lookback Date, the Company has timely filed with (or furnished to) the SEC all reports forms, reports, schedules, statements, exhibits and other documents with the SEC (including exhibits, financial statements and schedules thereto and all other information incorporated therein and amendments and supplements thereto) required to be filed (or furnished) by the Company under the Exchange Act or the Securities Act (collectively since December 31the Lookback Date, 2006 (the “Company SEC ReportsDocuments”). As , all of which, as of their respective filing dateseffective dates (or, to the Company SEC Reports (i) extent revised, amended, supplemented or superseded by a subsequent filing, as of the date of the last such amendment, supplement or superseding filing), have complied in all material respects with, to the extent in effect at the time of filing, the with all applicable requirements of the Securities Act and Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act of 2002 (ii) did not contain together with the related rules and regulations promulgated under such act, “Sxxxxxxx-Xxxxx”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents. Except to the extent that information contained in such Company SEC Document has been revised, amended, supplemented or superseded by a subsequent filing, as of their respective effective dates, none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. Each of the No “principal executive officer” (as defined in Sxxxxxxx-Xxxxx) or “principal financial statements officer” (including the related notesas defined in Sxxxxxxx-Xxxxx) of the Company included in has failed to make the certifications required of him or her under Section 302 or 906 of Sxxxxxxx-Xxxxx with respect to any Company SEC Document filed or furnished by the Company SEC Reports complied at the time it was filed 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 such filing, was prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position . No Subsidiary of the Company and its consolidated Subsidiaries as of is, or has been at any time since the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end adjustments). Since the Balance Sheet Lookback Date, there has been no change in required to file any form, report, schedule, statement, exhibit or other document with the Company’s accounting policies or the methods of making accounting estimates or changes in estimates that are material to the Company’s financial statements, except as described in the Company SEC Reports or except as may be required by any regulatory authoritySEC.

Appears in 1 contract

Samples: Purchase Agreement (Olink Holding AB (Publ))

SEC Reports; Disclosure Controls and Procedures. (a) The Company has filed all reports and other documents with the SEC required to be filed by the Company since December 31, 2006 (the “Company SEC Reports”). As of their respective filing dates, the Company SEC Reports (i) complied in all material respects with, to the extent in effect at the time of filing, the applicable requirements of the Securities Act and the Exchange Act and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the financial statements (including the related notes) of the Company included in the Company SEC Reports complied at the time it was filed 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 such filing, was prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended (subject, in the case of unaudited unauditied statements, to normal year-end adjustments). Since the Balance Sheet Date, there has been no change in the Company’s accounting policies or the methods of making accounting estimates or changes in estimates that are material to the Company’s financial statements, except as described in the Company SEC Reports or except as may be required by any a regulatory authority.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Epolin Inc /Nj/)

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