Common use of SEC Reports; Other Reports Clause in Contracts

SEC Reports; Other Reports. (a) The Company has filed or furnished all forms, reports and documents with the SEC that have been required to be filed or furnished by it under applicable Laws since the Company’s initial public offering on June 26, 2007 (all such forms, reports and documents, the “Company SEC Reports”). Each Company SEC Report (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing) complied as of its filing date, in all material respects as to the form of the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date such Company SEC Report was filed. True and correct copies of all Company SEC Reports filed prior to the date hereof, whether or not required under applicable Laws, have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), each Company SEC Report did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date of this Agreement, there are no outstanding written comments from the SEC with respect to any of the Company SEC Reports. (b) The Company and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since the Company’s initial public offering on June 26, 2007, with any Governmental Authority (other than the SEC) and have paid all fees and assessments due and payable in connection therewith except as would not reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

Appears in 5 contracts

Samples: Merger Agreement (Emc Corp), Merger Agreement (NetApp, Inc.), Merger Agreement (Emc Corp)

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SEC Reports; Other Reports. (a) The Company Parent has filed or furnished all forms, reports and documents with the SEC that have been required to be filed or furnished by it under applicable Laws since the Company’s initial public offering on June 26January 1, 2007 2006 (all such forms, reports and documents, the “Company Parent SEC Reports”). Each Company Parent SEC Report (orcomplied, if amended or superseded by a filing prior to will comply, as the date of this Agreementcase may be, on the date of such amended or superseding filing) complied as of its filing date, in all material respects as to the form of with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date such Company Parent SEC Report was filed. True and correct copies of all Company Parent SEC Reports filed prior to the date hereof, whether or not required under applicable Laws, have been furnished to Parent the Company or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), each Company Parent SEC Report did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the CompanyParent’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company Parent has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company Parent SEC Report, except as disclosed in certifications filed with the Company Parent SEC Reports. Neither the Company Parent nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date of this Agreement, there are no outstanding written comments from the SEC with respect to any of the Company Parent SEC Reports. (b) The Company Parent and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since the Company’s initial public offering on June 26January 1, 2007, 2006 with any Governmental Authority (other than the SEC) and have paid all fees and assessments due and payable in connection therewith therewith, except as would not reasonably be expected to have a Material Adverse Effect on the CompanyParent. Neither the Company Parent nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form form, or manner of filing of such certifications.

Appears in 5 contracts

Samples: Merger Agreement (Emc Corp), Merger Agreement (Data Domain, Inc.), Merger Agreement (Emc Corp)

SEC Reports; Other Reports. (a) The Company has filed or furnished all forms, reports and documents with the SEC that have been required to be filed or furnished by it under applicable Laws since the Company’s initial public offering on June 26January 1, 2007 (all such forms, reports and documents, the “Company SEC Reports”). Each Company SEC Report (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing) complied as of its filing date, in all material respects as to the form of the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date such Company SEC Report was filed. True and correct copies of all Company SEC Reports filed prior to the date hereof, whether or not required under applicable Laws, have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), each Company SEC Report did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date of this Agreement, there are no outstanding written comments from the SEC with respect to any of the Company SEC Reports. (b) The Company and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since the Company’s initial public offering on June 26January 1, 2007, with any Governmental Authority (other than the SEC) and have paid all fees and assessments due and payable in connection therewith therewith, except as would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse Effect on the Company. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

Appears in 2 contracts

Samples: Merger Agreement (Cypress Semiconductor Corp /De/), Merger Agreement (Ramtron International Corp)

SEC Reports; Other Reports. (a) The Since January 1, 2010, the Company has filed or furnished all forms, reports and documents with the SEC that have been required to be filed or furnished by it under applicable Laws since Law , and the Company’s initial public offering on June 26Company will file or furnish prior to the Effective Time all forms, 2007 reports and documents with the SEC that are required to be filed or furnished by it under applicable Law prior to such time (all such forms, reports and documents, together with any other forms, reports or other documents filed or furnished by the Company with the SEC on or prior to the Effective Time that are not required to be so filed or furnished, the “Company SEC Reports”). Each Company SEC Report (orcomplied, if amended or superseded by a filing prior to will comply, as the date of this Agreementcase may be, on the date of such amended or superseding filing) complied as of its filing datedate or the date on which it is furnished, in all material respects as to the form of with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date such Company SEC Report was filedwas, or will be, filed or furnished. True and correct copies of all Company SEC Reports filed prior to the date hereof, whether or not required under applicable LawsLaw, have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. As of its filing date or the date it was furnished to the SEC (or, if amended or superseded by a filing or furnished document prior to the date of this Agreement, on the date of such amended or superseding filingfiling or furnished document), each Company SEC Report did not contain and will not contain, as the case may be, any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC ReportReport for which such certification was required, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date of this Agreement, there There are no outstanding written comments from the SEC with respect to any of the Company SEC Reports. (b) The Company and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since the Company’s initial public offering on June 26January 1, 20072010, with any Governmental Authority (other than the SEC) and have paid all fees and assessments due and payable in connection therewith therewith, except as where the failure to file such reports, registrations and statements would not reasonably be expected expected, individually or in the aggregate, to have be material to the Company and its Subsidiaries, taken together as a Material Adverse Effect on the Companywhole. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement (Market Leader, Inc.)

SEC Reports; Other Reports. (a) The Company Since January 1, 2010, Parent has filed or furnished all forms, reports and documents with the SEC that have been required to be filed or furnished by it under applicable Laws since Law, and Parent will file or furnish prior to the Company’s initial public offering on June 26Effective Time all forms, 2007 reports and documents with the SEC that are required to be filed or furnished by it under applicable Law prior to such time (all such forms, reports and documents, together with any other forms, reports or other documents filed or furnished by Parent with the SEC on or prior to the Effective Time that are not required to be so filed or furnished, the “Company Parent SEC Reports”). Each Company Parent SEC Report (orcomplied, if amended or superseded by a filing prior to will comply, as the date of this Agreementcase may be, on the date of such amended or superseding filing) complied as of its filing datedate or the date on which it is furnished, in all material respects as to the form of with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date such Company Parent SEC Report was filedwas, or will be, filed or furnished. True and correct copies of all Company Parent SEC Reports filed prior to the date hereof, whether or not required under applicable LawsLaw, have been furnished to Parent the Company or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. As of its filing date or date it was furnished to the SEC (or, if amended or superseded by a filing or furnished document prior to the date of this Agreement, on the date of such amended or superseding filingfiling or furnished document), each Company Parent SEC Report did not contain and will not contain, as the case may be, any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the CompanyParent’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company Parent has failed to make the certifications required of him or her under Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company Parent SEC ReportReport for which such certification was required, except as disclosed in certifications filed with the Company Parent SEC Reports. Neither the Company Parent nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date of this Agreement, there There are no outstanding written comments from the SEC with respect to any of the Company Parent SEC Reports. (b) The Company Parent and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were it was required to file since the Company’s initial public offering on June 26January 1, 2007, 2010 with any Governmental Authority (other than the SEC) and have paid all fees and assessments due and payable in connection therewith therewith, except as where the failure to file such reports, registrations and statements would not reasonably be expected expected, individually or in the aggregate, to have result in a Material Adverse Effect on the CompanyParent. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement (Market Leader, Inc.)

SEC Reports; Other Reports. (a) The Company has filed or furnished all forms, reports and documents with the SEC that have been required to be filed by it under applicable Laws since January 1, 2006 and prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports and documents with the SEC that are required to be filed or furnished by it under applicable Laws since the Company’s initial public offering on June 26, 2007 prior to such time (all such forms, reports and documents, together with any other forms, reports or other documents filed or furnished by the Company with the SEC on or prior to the Effective Time that are not required to be so filed, the “Company SEC Reports”). Each Company SEC Report (orcomplied, if amended or superseded by a filing prior to will comply, as the date of this Agreementcase may be, on the date of such amended or superseding filing) complied as of its filing date, in all material respects as to the form of with the applicable requirements of the Securities Act, the Exchange Act or the Exchange Advisers Act, as the case may be, each as in effect on the date such Company SEC Report was was, or will be, filed. True and correct copies of all Company SEC Reports filed prior to the date hereof, whether or not required under applicable Laws, have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database and IARD databases of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), each Company SEC Report did not contain and will not contain, as the case may be, any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date of this Agreement, there There are no outstanding written comments from the SEC with respect to any of the Company SEC Reports. (b) The Company and each of its Subsidiaries have timely filed all material reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since the Company’s initial public offering on June 26January 1, 20072006, with any Governmental Authority (other than the SEC) and have paid all material fees and assessments due and payable in connection therewith except as would not reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certificationstherewith.

Appears in 1 contract

Samples: Merger Agreement (Td Ameritrade Holding Corp)

SEC Reports; Other Reports. (a) The Company has timely (it being understood that “timely” means within the time period provided by Rule 12b-25(b)(2)(ii) under the Exchange Act) filed or furnished all forms, reports and documents with the SEC that have been required to be filed or furnished by it under applicable Laws since the Company’s initial public offering on June 26January 1, 2007 2008 (all such forms, reports and documents, the “Company SEC Reports”). Each Company SEC Report (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing) complied as of its filing date, in all material respects as to the form of with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date such Company SEC Report was filed. True and correct copies of all Company SEC Reports filed prior to the date hereof, whether or not required under applicable Laws, have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), each Company SEC Report did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date of this Agreement, there are no outstanding written comments from the SEC with respect to any of the Company SEC Reports. (b) The Company . Solely as used in this Section 3.6, the term “file” and each of its Subsidiaries have timely filed all reportsvariations thereof shall be broadly construed to include any manner in which a document or information is furnished, registrations and statements, together with any amendments required supplied or otherwise made available to be made with respect thereto, that they were required to file since the Company’s initial public offering on June 26, 2007, with any Governmental Authority (other than the SEC) and have paid all fees and assessments due and payable in connection therewith except as would not reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

Appears in 1 contract

Samples: Tender Offer Agreement (Sunpower Corp)

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SEC Reports; Other Reports. (a) The Company Parent has filed or furnished all forms, reports and documents with the SEC that have been required to be filed by it under applicable Laws since January 1, 2006 and prior to the date hereof, and Parent will file prior to the Effective Time all forms, reports and documents with the SEC that are required to be filed or furnished by it under applicable Laws since the Company’s initial public offering on June 26, 2007 prior to such time (all such forms, reports and documents, together with any other forms, reports or other documents filed or furnished by Parent with the “Company SEC on or prior to the Effective Time that are not required to be so filed, the "Parent SEC Reports"). Each Company Parent SEC Report (orcomplied, if amended or superseded by a filing prior to will comply, as the date of this Agreementcase may be, on the date of such amended or superseding filing) complied as of its filing date, in all material respects as to the form of with the applicable requirements of the Securities Act, the Exchange Act or the Exchange Advisers Act, as the case may be, each as in effect on the date such Company Parent SEC Report was was, or will be, filed. True and correct copies of all Company Parent SEC Reports filed prior to the date hereof, whether or not required under applicable Laws, have been furnished to Parent the Company or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database and IARD databases of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), each Company Parent SEC Report did not contain and will not contain, as the case may be, any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Parent's Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company Parent has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company Parent SEC Report, except as disclosed in certifications filed with the Company Parent SEC Reports. Neither the Company Parent nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date of this Agreement, there There are no outstanding written comments from the SEC with respect to any of the Company Parent SEC Reports. (b) The Company Parent and each of its Subsidiaries have timely filed all material reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were it was required to file since the Company’s initial public offering on June 26January 1, 2007, 2006 with any Governmental Authority (other than the SEC) and have paid all material fees and assessments due and payable in connection therewith except as would not reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certificationstherewith.

Appears in 1 contract

Samples: Merger Agreement (Thinkorswim Group Inc.)

SEC Reports; Other Reports. (a) The Company has filed or furnished all forms, reports and documents with the SEC that have been required to be filed by it under applicable Laws since January 1, 2006 and prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports and documents with the SEC that are required to be filed or furnished by it under applicable Laws since the Company’s initial public offering on June 26, 2007 prior to such time (all such forms, reports and documents, together with any other forms, reports or other documents filed or furnished by the Company with the SEC on or prior to the Effective Time that are not required to be so filed, the "Company SEC Reports"). Each Company SEC Report (orcomplied, if amended or superseded by a filing prior to will comply, as the date of this Agreementcase may be, on the date of such amended or superseding filing) complied as of its filing date, in all material respects as to the form of with the applicable requirements of the Securities Act, the Exchange Act or the Exchange Advisers Act, as the case may be, each as in effect on the date such Company SEC Report was was, or will be, filed. True and correct copies of all Company SEC Reports filed prior to the date hereof, whether or not required under applicable Laws, have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database and IARD databases of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), each Company SEC Report did not contain and will not contain, as the case may be, any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s 's Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date of this Agreement, there There are no outstanding written comments from the SEC with respect to any of the Company SEC Reports. (b) The Company and each of its Subsidiaries have timely filed all material reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since the Company’s initial public offering on June 26January 1, 20072006, with any Governmental Authority (other than the SEC) and have paid all material fees and assessments due and payable in connection therewith except as would not reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certificationstherewith.

Appears in 1 contract

Samples: Merger Agreement (Thinkorswim Group Inc.)

SEC Reports; Other Reports. (a) The Company Parent has filed or furnished all forms, reports and documents with the SEC that have been required to be filed by it under applicable Laws since January 1, 2006 and prior to the date hereof, and Parent will file prior to the Effective Time all forms, reports and documents with the SEC that are required to be filed or furnished by it under applicable Laws since the Company’s initial public offering on June 26, 2007 prior to such time (all such forms, reports and documents, together with any other forms, reports or other documents filed or furnished by Parent with the SEC on or prior to the Effective Time that are not required to be so filed, the “Company Parent SEC Reports”). Each Company Parent SEC Report (orcomplied, if amended or superseded by a filing prior to will comply, as the date of this Agreementcase may be, on the date of such amended or superseding filing) complied as of its filing date, in all material respects as to the form of with the applicable requirements of the Securities Act, the Exchange Act or the Exchange Advisers Act, as the case may be, each as in effect on the date such Company Parent SEC Report was was, or will be, filed. True and correct copies of all Company Parent SEC Reports filed prior to the date hereof, whether or not required under applicable Laws, have been furnished to Parent the Company or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database and IARD databases of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), each Company Parent SEC Report did not contain and will not contain, as the case may be, any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the CompanyParent’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company Parent has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company Parent SEC Report, except as disclosed in certifications filed with the Company Parent SEC Reports. Neither the Company Parent nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date of this Agreement, there There are no outstanding written comments from the SEC with respect to any of the Company Parent SEC Reports. (b) The Company Parent and each of its Subsidiaries have timely filed all material reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were it was required to file since the Company’s initial public offering on June 26January 1, 2007, 2006 with any Governmental Authority (other than the SEC) and have paid all material fees and assessments due and payable in connection therewith except as would not reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certificationstherewith.

Appears in 1 contract

Samples: Merger Agreement (Td Ameritrade Holding Corp)

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