SEC Reports; Financial Statements; Undisclosed Liabilities. (i) Entegris has made available to Mykrolis, in the form filed with the SEC, its (A) Annual Report on Form 10-K for each of its fiscal years ended August, 2002 through August, 2004, (B) all proxy statements relating to Entegris’ meetings of shareholders (whether annual or special) held since September 1, 2001, and (C) all other reports, registration statements and other filings (including amendments to previously filed documents) filed by Entegris with the SEC since September 1, 2001 (all such reports, proxy statements, registration statements, and filings, other than the Registration Statement and the Joint Proxy Statement, being herein collectively called the “Entegris SEC Reports” and individually called a “Entegris SEC Report”). Taking into account any amendments and supplements filed prior to the date of this Agreement, no Entegris SEC Report, as of its filing date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and each Entegris SEC Report at the time of its filing complied as to form in all material respects with all applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations of the SEC. Since September 1, 2001, Entegris has filed in a timely manner all reports that it was required to file with the SEC pursuant to the Exchange Act, the Securities Act, and the rules and regulations of the SEC. Eagle Delaware will be treated as a “successor issuer” within the meaning of Rule 12g-3 under the Exchange Act and the Eagle Delaware Common Stock will, at and after the Reincorporation Merger Effective Time, be registered under Section 12(g) of the Exchange Act and be approved for quotation on NASDAQ.
SEC Reports; Financial Statements; Undisclosed Liabilities. (i) Each of the Company and CPPL has filed or furnished, as applicable, all forms, statements, certifications, reports and other documents required to be filed or furnished by it with the SEC (the forms, statements, certifications, reports and other documents of the Company and CPPL so filed or furnished and those filed or furnished subsequent to the date of this Agreement, including all exhibits and other information incorporated therein and all amendments and supplements thereto, the “SEC Reports”). As of their respective dates of filing, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, the SEC Reports complied, and, in the case of the Proxy Statement or any registration statement, complied or will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC (or, if amended prior to the date of this Agreement, as of the date of such amendment), none of the SEC Reports so filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent that the information in such SEC Reports has been amended or superseded by a later SEC Report filed prior to the date of this Agreement. Each SEC Report that is a registration statement or prospectus, as amended, if applicable, filed pursuant to the Securities Act, as of the date such registration statement, prospectus or applicable amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.
SEC Reports; Financial Statements; Undisclosed Liabilities. (a) The Company has filed with the SEC all forms, reports, statements, schedules and other documents required to be filed by it since December 1, 2006 (as amended to date, the “SEC Reports”). The Company has delivered or made available to Parent copies of all such SEC Reports. As of their respective dates, or, if amended, as of the date of the last such amendment, the SEC Reports complied as to form in all material respects in accordance with the then-applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and in each case, the rules and regulations promulgated thereunder. None of the SEC Reports, at the time they were filed, or, if amended, as of the date of such amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to file any form, report or other document with the SEC. Except as set forth on Section 3.07(a) of the Company Disclosure Letter, as of the date hereof, there are no unresolved comments issued by the staff of the SEC with respect to any of the SEC Reports.
SEC Reports; Financial Statements; Undisclosed Liabilities. (a) The Seller has filed with the SEC all forms, reports, statements, schedules and other documents required to be filed by it since January 1, 2006 (as amended to date, the “SEC Reports”). The Seller has delivered or made available to the Purchaser copies of all such SEC Reports. As of their respective dates, or, if amended, as of the date of the last such amendment, the SEC Reports complied as to form in all material respects in accordance with the then-applicable requirements of the Securities Act or the Exchange Act, as the case may be, in each case, the rules and regulations promulgated thereunder. None of the SEC Reports, at the time they were filed, or, if amended, as of the date of such amendment, contained any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any form, report or other document with the SEC. As of the date hereof, there are no material unresolved comments issued by the staff of the SEC with respect to any of the SEC Reports.
SEC Reports; Financial Statements; Undisclosed Liabilities. (a) Acquirer is a “reporting issuer” under the Federal Securities Laws, and is not in default of any material requirements of any applicable Securities Laws or the rules and regulations of the SEC or Nasdaq. Acquirer has not taken any action to cease to be a reporting issuer nor, except as set forth on Section 5.4(a) of the Acquirer Disclosure Schedules, has Acquirer received notification from the SEC, Nasdaq or any other Governmental Entity seeking to revoke the reporting issuer status of Acquirer. Except as set forth on Section 5.4(a) of the Acquirer Disclosure Schedules, no delisting, suspension of trading in or cease trading order with respect to any of its securities and, to the knowledge of Acquirer, no inquiry, investigation or other Proceeding of the SEC, Nasdaq or any other Governmental Entity, is pending, in effect or ongoing or threatened. The Acquirer Common Stock is listed on Nasdaq and trading of the Acquirer Common Stock is not currently halted or suspended. Acquirer does not have any securities listed for trading on any securities exchange other than Nasdaq. Acquirer is not subject to any cease trade or other order of the SEC, Nasdaq or any other Governmental Entity, and, to the knowledge of the Acquirer, no investigation or other Proceeding involving the Acquirer that may operate to prevent or restrict trading of any securities of the Acquirer is currently in progress or pending before the SEC, Nasdaq or any other Governmental Entity. Acquirer has timely filed or furnished all Acquirer SEC Reports required to be filed or furnished by Acquirer under applicable Federal Securities Laws. As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) (i) the Acquirer SEC Reports complied in all material respects with the applicable requirements of the Federal Securities Laws, including, in each case, the rules and regulations promulgated thereunder and (ii) none of the Acquirer SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Acquirer has not filed any confidential filings (including redacted filings) filed to or furnished with, as applicable, the SEC, Nasdaq or any other Governmental Entity. There are no outstanding or unresolved comments in comment letters...
SEC Reports; Financial Statements; Undisclosed Liabilities. (a) Juniata has filed all forms, reports and documents required to be filed by it with the SEC since January 1, 2014, pursuant to the federal securities laws and the SEC’s rules and regulations thereunder (collectively, the “SEC Reports”), all of which, as of their respective dates, complied in all material respects with all applicable requirements of the Exchange Act. Except to the extent that information contained in any such SEC Report has been revised, amended, supplemented or superseded by a subsequent SEC Report, none of the SEC Reports, including, without limitation, any financial statements or schedules included therein, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
SEC Reports; Financial Statements; Undisclosed Liabilities. Except (i) as set forth in Section 4.05 of the Disclosure Letters or (ii) as set forth in the SEC Reports and publicly available at least two Business Days prior to the date of this Agreement:
SEC Reports; Financial Statements; Undisclosed Liabilities. (a) The Company has filed all forms, reports and documents required to be filed by it with the SEC since January 1, 2003, pursuant to the federal securities laws and the SEC rules and regulations thereunder, all of which, as of their respective dates, complied in all material respects with all applicable requirements of the Exchange Act (collectively, the “Company SEC Reports”). None of the Company SEC Reports, including, without limitation, any financial statements or schedules included therein, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
SEC Reports; Financial Statements; Undisclosed Liabilities. (a) The Company has timely filed with or furnished to the SEC all forms, reports, schedules, registration statements, definitive proxy statements and other documents required to be filed with or furnished to the SEC under the Exchange Act by the Company since October 1, 2009 (collectively, the “Company SEC Reports”). As of their respective dates (after giving effect to any amendments or supplements thereto, and any modifying or superseding statements, filed or furnished prior to the date of this Agreement), the Company SEC Reports complied in all material respects as to form and substance with the requirements of the Exchange Act and the respective rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and none of the Company SEC Reports contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
SEC Reports; Financial Statements; Undisclosed Liabilities. (a) Parent has timely filed or furnished each form, report, schedule, registration statement, definitive proxy statement and other document required to be filed or furnished by Parent pursuant to the Securities Act or the Exchange Act with the SEC since January 1, 2022 (as such documents have since the time of their filing been amended, modified or supplemented prior to the date hereof, the “Parent SEC Reports”). As of their respective dates, after giving effect to any amendments, modifications, or supplements thereto made prior to the date hereof, the Parent SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and, to the extent applicable, Xxxxxxxx-Xxxxx Act of 2002, 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 the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Parent SEC Reports.
