SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 52 contracts
Samples: The Market Offering Agreement (Janover Inc.), Market Offering Agreement (Intensity Therapeutics, Inc.), Terms Agreement (JanOne Inc.)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company it under the Act Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the twelve months preceding the date hereof on a timely basis or has received a valid extension of such time of filing and has filed any such documents prior to the expiration of any such extension and has filed all documents required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or hereof, such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference thereindocuments, together with any materials filed or furnished by the Prospectus and Company under the Prospectus SupplementExchange Act, whether or not any such reports were required being collectively referred to herein as the “SEC Reports” and, together with this Agreement, the “Disclosure Materials”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective datesdates (or, if amended or superseded by a filing prior to the Closing Date, then on the date of such filing), the SEC Reports filed by the Company complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicableAct and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filedfiled (or, if amended or superseded by a filing prior to the Closing Date, then on the date of such filing) by the Company, 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 12 contracts
Samples: Securities Purchase Agreement (Alseres Pharmaceuticals Inc /De), Securities Purchase Agreement (Alseres Pharmaceuticals Inc /De), Securities Purchase Agreement (Alseres Pharmaceuticals Inc /De)
SEC Reports. The Company has timely filed with the SEC all reports, schedules, forms, statements and other documents Company SEC Reports required to be have been filed by the Company under the Act and the Exchange Acton or after February 3, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension2022. As of their respective dates, effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act of 1933 (the “Securities Act”)) and as of their respective filing dates (in the case of all other Company SEC Reports), and except to the extent corrected by subsequent Company SEC Reports filed prior to the date hereof, each Company SEC Report (a) complied as to form in all material respects with the requirements of the Exchange Act and the Exchange Securities Act, as applicablethe case may be, and none applicable to such Company SEC Report, (b) was prepared in all material respects in accordance with the applicable requirements of the SEC ReportsSecurities Act, when filedthe Exchange Act and other applicable Law and (c) did not, contained as of such respective dates, or if amended or restated prior to the date hereof, at the time of such later amendment or restatement, contain any untrue statement of a material fact or omitted 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 such statements were made, not misleading. The financial statements As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Reports. No Subsidiary of the Company included in is subject to the SEC Reports comply in all material respects with applicable accounting periodic reporting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”)Exchange Act or is otherwise required to file any periodic forms, except as may be otherwise specified in such financial reports, schedules, statements or other documents with the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsSEC.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (RiverRoad Capital Partners, LLC), Agreement and Plan of Merger (Lewis & Clark Ventures I, LP), Agreement and Plan of Merger (Sagrera Ricardo A.)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company it under the Act and the Exchange Act, including without limitation pursuant to Section 13(a) or 15(d) thereof, since the filing of the Company’s Annual Report on Form 10-K for the two years preceding fiscal year ended December 31, 2021 (the “2021 Form 10-K”) through the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports (as defined below) prior to the expiration of any such extension. As of their its respective datesfiling date, (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), the 2021 Form 10-K, and all other reports of the Company filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act from the filing date of the 2021 Form 10-K through the date of this Agreement (including the exhibits and schedules thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports Reports”) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Exchange Act. As of its filing date (or, as applicableif amended or superseded by a filing prior to the date hereof, and none on the date of such filing), each SEC Report filed pursuant to the SEC Reports, when filed, contained Exchange Act did not contain any untrue statement of a material fact or omitted omit to state a 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. The As of their respective dates, the financial statements of the Company included in the SEC Reports comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filingthereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (“GAAP”), except (i) as may be otherwise specified indicated in such financial statements or the notes thereto and except that thereto, or (ii) in the case of unaudited financial statements interim statements, to the extent they may not contain all include footnotes required by GAAP, or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, ended (subject, in the case of unaudited statements, to normal, immaterial, normal year-end audit adjustments).
Appears in 8 contracts
Samples: Securities Purchase Agreement (Yield10 Bioscience, Inc.), Subscription Agreement (Virgin Orbit Holdings, Inc.), Subscription Agreement (Virgin Orbit Holdings, Inc.)
SEC Reports. The Company has filed all All forms, registration statements, reports, schedules, forms, schedules and statements and other documents required to be filed by the Company Issuer under the Exchange Act and or the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof Securities Act (or all such shorter period as the Company was required by law or regulation to file such material) (the foregoing materialsdocuments, including the exhibits thereto and documents incorporated by reference thereinthereto, together collectively the “Issuer SEC Documents”) have been filed with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis basis. The Issuer SEC Documents, including, without limitation, any audited or has received a valid extension unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed (or in the case of such time registration statements, solely on the dates of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained effectiveness) (i) did not contain any untrue statement of a material fact or omitted 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. The financial statements , (ii) complied as to form in all material respects with the applicable requirements of the Company included in Exchange Act and/or the SEC Reports comply Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto as in effect at thereto, (iv) with respect to the time of filing. Such financial statements have been Issuer Financial Statements, were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that or, in the case of unaudited financial statements may not contain all footnotes required statements, as permitted by GAAPRegulation S-X), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of the Company Issuer and its consolidated Subsidiaries as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, subjectLLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsfinancial statement disclosure or auditing scope or procedures.
Appears in 5 contracts
Samples: Note Purchase Agreement (5E Advanced Materials, Inc.), Note Purchase Agreement (5E Advanced Materials, Inc.), Subscription Agreement (5E Advanced Materials, Inc.)
SEC Reports. The Company Corporation has filed all reports, schedules, forms, statements reports and other documents required to be filed by the Company under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports Commission prior to the expiration date hereof, and has heretofore delivered or made available to the Purchaser, in the form filed with the Commission, its (i) Annual Report on Form 10-KSB for the fiscal year ended November 30, 1996, (ii) its Quarterly Reports on Form 10-QSB for the quarters ended February 28, 1997 and May 31, 1997, and (iii) its Proxy Statement with respect to the 1997 annual meeting of any such extension. As of their respective datesits shareholders (collectively, the "SEC Reports"). The SEC Reports complied (i) were prepared in all material respects in compliance with the requirements of the Act and the Exchange 1934 Act, as applicable, and none of (ii) did not at the SEC Reports, when filed, contained time they were filed contain any untrue statement of a material fact or omitted 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. The audited financial statements and unaudited interim financial statements of the Company Corporation included in the such SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except (A) as may be otherwise specified indicated in such financial statements or and the notes thereto and except that or, in the case of audited statements, in the related report of the Corporation's independent accountants or (B) in the case of unaudited financial statements interim statements, to the extent they may not contain all include footnotes required by GAAPor may be condensed or summary statements), and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the position, results of operations and cash flows of the Corporation as of the dates thereof and for the periods then ended, indicated therein (subject, in the case of any unaudited interim financial statements, to normal, immaterial, normal year-end audit adjustments).
Appears in 5 contracts
Samples: 34 Stock Purchase Agreement (Grand Prix Association of Long Beach Inc), Stock Purchase Agreement (International Speedway Corp), Stock Purchase Agreement (Penske Motorsports Inc)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles International Financial Reporting Standards, as promulgated by the International Accounting Standards Board (“IFRS”) applied on a consistent basis during the periods involved (“GAAP”)involved, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPIFRS, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 4 contracts
Samples: Market Offering Agreement (Genius Group LTD), Market Offering Agreement (Guardforce AI Co., Ltd.), Market Offering Agreement (Genius Group LTD)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years one year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 4 contracts
Samples: Market Offering Agreement (Nauticus Robotics, Inc.), Market Offering Agreement (BTCS Inc.), Market Offering Agreement (Aptorum Group LTD)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Base Prospectus, any Prospectus Supplement or the Prospectus. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 4 contracts
Samples: Market Offering Agreement (Mira Pharmaceuticals, Inc.), Market Offering Agreement (Energous Corp), Terms Agreement (SenesTech, Inc.)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the 1933 Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the 1933 Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 4 contracts
Samples: Subscription Agreement (Event Cardio Group Inc.), Subscription Agreement (Event Cardio Group Inc.), Subscription Agreement (Event Cardio Group Inc.)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Exchange Act and of 1934, as amended (the “Exchange Act, including pursuant to Section 13(a”) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as since the Company was first required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except where the failure to file on a timely basis would not have or reasonably be expected to result in a Material Adverse Effect. As of their respective dates, the The SEC Reports complied at the time they were filed, or to the extent corrected by a subsequent restatement, complied, in all material respects with the requirements of the Securities Act and or the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect SEC thereunder. There are no contracts, agreements or other documents that are required to be described in the SEC Reports and/or to be filed as exhibits thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”)that are not described, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects respects, and/or filed as required. There has not been any material change or amendment to, or any waiver of any material right under, any such contract or agreement that has not been described in and/or filed as an exhibit to the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsSEC Reports.
Appears in 4 contracts
Samples: Subscription Agreement (Wrap Technologies, Inc.), Subscription Agreement (Wrap Technologies, Inc.), Subscription Agreement (Wrap Technologies, Inc.)
SEC Reports. The Company has filed all All forms, registration statements, reports, schedules, forms, schedules and statements and other documents required to be filed by the Company under the Exchange Act and or the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof Securities Act (or all such shorter period as the Company was required by law or regulation to file such material) (the foregoing materialsdocuments, including the exhibits thereto and documents incorporated by reference thereinthereto, together collectively the “Company SEC Documents”) have been filed with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis basis. The Company SEC Documents, including, without limitation, any audited or has received a valid extension unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”), at the time filed (or in the case of such time registration statements, solely on the dates of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained effectiveness) (i) did not contain any untrue statement of a material fact or omitted 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. The financial statements , (ii) complied as to form in all material respects with the applicable requirements of the Company included in Exchange Act and/or the SEC Reports comply Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto as in effect at thereto, (iv) with respect to the time of filing. Such financial statements have been Company Financial Statements, were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that or, in the case of unaudited financial statements may not contain all footnotes required statements, as permitted by GAAPRegulation S-X), and (v) with respect to the Company Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. PWC LLP is an independent registered public accounting firm with respect to the Company and has not resigned or been dismissed as independent registered public accountants of the Company as a result of or in connection with any disagreement with the Company on any matter of accounting principles or practices, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsfinancial statement disclosure or auditing scope or procedures.
Appears in 4 contracts
Samples: Subscription Agreement (5E Advanced Materials, Inc.), Subscription Agreement (5E Advanced Materials, Inc.), Subscription Agreement (5E Advanced Materials, Inc.)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such when filed, each SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied Report was in compliance in all material respects with the requirements of its report form, the Exchange Act and the Exchange Securities Act. All proxy statements, as applicablereports, registration statements, schedules, forms and none of other documents required to be filed with the SEC Reportsby the Company under the Exchange Act and the Securities Act after the date hereof through the relevant Closing Date will, if and when filed, contained be in compliance in all material respects with the requirements of its respective report form, the Exchange Act and the Securities Act and will not, at the time they are filed or declared effective, contain any untrue statement of a material fact or omitted 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 are made, not misleading. The financial statements of ; provided, however, that any failure by the Company included in the SEC Reports comply in all material respects with applicable accounting requirements to file any proxy statement, report, registration statement, schedule, form and the rules and regulations other documents shall not constitute a breach of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsthis Section 6.
Appears in 4 contracts
Samples: Subscription Agreement (KULR Technology Group, Inc.), Subscription Agreement (Document Security Systems Inc), Subscription Agreement (KULR Technology Group, Inc.)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 4 contracts
Samples: Subscription Agreement (Event Cardio Group Inc.), Subscription Agreement (Event Cardio Group Inc.), Subscription Agreement (Event Cardio Group Inc.)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding since the date hereof (or such shorter period as that the Company was became required by law or regulation to file such material) material (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 3 contracts
Samples: Underwriting Agreement (Toughbuilt Industries, Inc), Underwriting Agreement (Toughbuilt Industries, Inc), Underwriting Agreement (Toughbuilt Industries, Inc)
SEC Reports. The Company has filed or furnished (as applicable) all reports, schedulesregistration statements, forms, statements reports, certifications and other documents required to be filed by the Company under with the Act SEC since June 30, 2006. All such registration statements, forms, reports and other documents (including those filed or furnished by the Exchange ActCompany during such period, including pursuant whether or not required to Section 13(a) be so filed or 15(d) thereoffurnished, for and that the two years preceding Company may file after the date hereof (or such shorter period as until the Company was required by law or regulation to file such materialClosing) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively are referred to herein as the “Company SEC Reports”.” The Company SEC Reports, and giving effect to any amendments or supplements thereto, (i) were or will be filed on a timely basis basis, (ii) at the time filed, complied, or has received a valid extension will comply when filed, as of such time of each respective filing and has filed any such SEC Reports prior date as to the expiration of any such extension. As of their respective dates, the SEC Reports complied form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, Act applicable to such Company SEC Reports and (iii) except as applicable, and none set forth in Section 3.5 of the SEC ReportsCompany Disclosure Schedule, when filed, contained did not or will not at the time they were or are filed contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Company SEC Reports or necessary in order to make the statements thereinin such Company SEC Reports, in the light of the circumstances under which they were made, not misleadingmisleading in any material respect. The financial statements No Company Subsidiary is required to file any form, report or other document with the SEC. Section 3.5 of the Company included in the SEC Reports comply in Disclosure Schedule lists all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial effective registration statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required filed by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for on Form S-3 or Form S-8 or otherwise relying on Rule 415 under the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsSecurities Act.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Covidien PLC), Agreement and Plan of Merger (Covidien Delaware Corp.), Agreement and Plan of Merger (Power Medical Interventions, Inc.)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus SupplementProspectus, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension (or waiver from the SEC) of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Exchange ActSxxxxxxx-Xxxxx Act of 2002, and the rules and regulations of the SEC thereunder applicable to such SEC Reports, as applicable. None of SEC Reports as of such respective dates (or, and none if amended prior to the date of this Agreement, the date of the SEC Reportsfiling of such amendment, when filed, with respect to the disclosures that are amended) 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 the light of the circumstances under which they were made, not misleading. The financial statements As of the date of this Agreement, no subsidiary of the Company included in is subject to the SEC Reports comply in all material respects with applicable accounting reporting requirements and of Section 13(a) or 15(d) under the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsExchange Act.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Neuraxis, INC), Securities Purchase Agreement (Neuraxis, INC), Securities Purchase Agreement (Neuraxis, INC)
SEC Reports. The Company has previously furnished or made available to the Purchaser complete and accurate copies, as amended or supplemented, of its (i) Annual Report on Form 10-K for the fiscal year ended December 31, 2001, as filed with the Securities and Exchange Commission (the "SEC"), and (ii) all reportsother reports filed by the Company under Section 13 or subsections (a) and (c) of Section 14 of the Securities Exchange Act of 1934 (as amended the "Exchange Act") with the SEC since December 31, schedules, forms, statements and other 2001 (such reports are collectively referred to herein as the "Reports"). The Reports constitute all of the documents required to be filed by the Company under the Act Section 13 or subsections (a) and (c) of Section 14 of the Exchange ActAct with the SEC from April 1, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding 2002 through the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extensionthis Agreement. As of their respective dates, the SEC The Reports complied in all material respects with the requirements of the Exchange Act and the Exchange Act, as applicable, rules and none of the SEC Reports, regulations thereunder when filed. As of their respective dates, contained the Company Reports did not contain any untrue statement of a material fact or omitted 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. The audited financial statements and unaudited interim financial statements of the Company included in the SEC Company Reports comply (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements have been when filed, (ii) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved covered thereby (“GAAP”), except as may be otherwise specified indicated therein or in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPthereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the condition, results of operations and cash flows of the Company as of the respective dates thereof and for the periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of unaudited statements, to normal, immaterial, year-end audit adjustmentsthe Company.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Student Advantage Inc), Securities Purchase Agreement (Student Advantage Inc), Securities Purchase Agreement (Student Advantage Inc)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years one year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As Since January 1, 2022, as of their respective dates, the SEC Reports complied comply in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filedtaken as a whole, contained as of the date hereof, do not contain 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply complied in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 3 contracts
Samples: Form of Securities Purchase Agreement (Bakkt Holdings, Inc.), Securities Purchase Agreement (Intercontinental Exchange, Inc.), Form of Securities Purchase Agreement (Bakkt Holdings, Inc.)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such materialmaterials) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus SupplementProspectus, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements of Company has never been an issuer subject to Rule 144(i) under the Company included Securities Act. The agreements and documents described in the Registration Statement, the Prospectus, and the SEC Reports comply conform in all material respects with applicable accounting requirements to the descriptions thereof contained therein, and there are no agreements or other documents required by the Securities Act and the rules and regulations of thereunder to be described in the Registration Statement, the Prospectus or the SEC Reports or to be filed with the Commission with respect thereto as in effect at exhibits to the time of filing. Such financial statements Registration Statement, that have not been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements so described or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsfiled.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Inhibikase Therapeutics, Inc.), Securities Purchase Agreement (Inhibikase Therapeutics, Inc.), Securities Purchase Agreement (Inhibikase Therapeutics, Inc.)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 3 contracts
Samples: Promissory Note and Warrant Purchase Agreement (Cardium Therapeutics, Inc.), Note and Warrant Purchase Agreement (Cardium Therapeutics, Inc.), Note and Warrant Purchase Agreement (Cardium Therapeutics, Inc.)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Can B Corp), Securities Purchase Agreement (Amergent Hospitality Group, Inc), Securities Purchase Agreement (Chanticleer Holdings, Inc.)
SEC Reports. The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) thereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such The financial statements included in the SEC Reports have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. The agreements and documents described in the SEC Reports conform in all material aspects to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act and the rules and regulations thereunder to be described in the SEC Reports or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed.
Appears in 3 contracts
Samples: Stock Purchase Agreement (PhoneBrasil Internetional Inc), Stock Purchase Agreement (Adaiah Distribution Inc), Stock Purchase Agreement (Zheng Huihe)
SEC Reports. The Company has filed all reports, schedules, forms, reports and proxy statements and other documents with the SEC required to be filed by the Company since January 1, 2009 under the Exchange Act and or the Exchange Securities Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding (as such reports and statements may have been amended since the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materialsof their filing, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “Company SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension). As of their respective datesfiling dates or the filing dates of amendments, the Company SEC Reports (i) complied in all material respects with with, to the extent in effect at the time of filing, the applicable requirements of the Securities Act, the Exchange Act and the Exchange Act, as applicable, Xxxxxxxx-Xxxxx Act of 2002 and none of the SEC Reports, when filed, contained (ii) did not contain any untrue statement of a material fact or omitted 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. The Each of the financial statements (including the related notes) of the Company included in the Company SEC Reports comply (the “Financial Statements”) 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 Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles SEC) applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, thereto) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of and for the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, ended (subject, in the case of unaudited statements, to normal, immaterial, normal year-end audit adjustments). The Company has complied and is in compliance in all material respects with all applicable certification, internal control and other requirements and provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Flir Systems Inc), Agreement and Plan of Merger (Flir Systems Inc), Agreement and Plan of Merger (Icx Technologies Inc)
SEC Reports. The Company has filed all reports, schedules, forms, statements reports and other documents with the SEC required to be filed or furnished by the Company under since December 31, 2006 (such documents, together with any reports filed during such period by the Company with the SEC on a voluntary basis on Form 8-K, 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, including pursuant to Section 13(aand (ii) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained did not contain any untrue statement of a material fact or omitted 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. The Each of the financial statements (including the related notes) of the Company included in the Company SEC Reports comply (“Financial Statements”) 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, were 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 Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles SEC) applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, thereto) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of and for the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, ended (subject, in the case of unaudited statements, to normal, immaterial, normal year-end audit adjustments).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Silicon Storage Technology Inc), Agreement and Plan of Merger (Silicon Storage Technology Inc), Agreement and Plan of Merger (Microchip Technology Inc)
SEC Reports. (a) The Company has filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by the Company under since January 1, 2009 (together with any exhibits and schedules thereto or incorporated by reference therein and other information incorporated therein, an “SEC Report”, and collectively, the Act and “Company SEC Reports”), all of which were prepared in all material respects in accordance with the applicable requirements of the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding Securities Act and the date hereof (or such shorter period as the Company was required by law or regulation to file such material) rules and regulations promulgated thereunder (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC ReportsSecurities Laws”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension). As of their respective datesdates (or, if amended prior to the date of this Agreement, as of the respective dates of such amendments), the Company SEC Reports complied (i) complied, and each Company SEC Report filed subsequent to the date hereof will comply, as to form in all material respects with the applicable requirements of the Act Securities Laws and the Exchange Act, as applicable(ii) did not, and none of each Company SEC Report filed subsequent to the SEC Reportsdate hereof will not, when filed, contained contain any untrue statement of a material fact or omitted 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. The financial statements Except as set forth in Section 3.7 of the Company Disclosure Schedule, each of the consolidated balance sheets included in or incorporated by reference into the Company SEC Reports comply in all material respects with applicable accounting requirements (including the related notes and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and schedules) fairly present presents in all material respects the consolidated financial position of the Company and its consolidated the Company Subsidiaries as of its date and for each of the dates thereof consolidated statements of income, retained earnings and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) fairly presents in all material respects the results of operations operations, retained earnings or cash flows, as the case may be, of the Company and cash flows the Company Subsidiaries for the periods then endedset forth therein, subjectin each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to normal, immaterial, Sections 13 or 15(d) of the Exchange Act and for normal year-end audit adjustmentsadjustments which would not be material in amount or effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Banks.com, Inc.), Agreement and Plan of Merger (Remark Media, Inc.), Agreement and Plan of Merger (Remark Media, Inc.)
SEC Reports. The Other than as disclosed in the SEC Reports (with respect to a potential late filing of a Form 8-K on June 27, 2017, about which the Company is engaged in discussions with the SEC), the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company it under the Securities Exchange Act and of 1934 (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) ), on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective filing dates, or to the extent corrected by a subsequent restatement, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicableAct and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filedas amended from time to time, 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. All material agreements to which the Company or any subsidiary is a party or to which the property or assets of the Company or any of its subsidiaries are subject are included as part of or specifically identified in the SEC Reports. The private placement memorandum (the “PPM”) prepared in connection with the offering contemplated by this Agreement and delivered to the Purchaser does 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. The financial statements of the Company included in the SEC Reports comply complies in all material respects with applicable accounting requirements and the rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPprinciples, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 3 contracts
Samples: Form of Securities Purchase Agreement (Know Labs, Inc.), Securities Purchase Agreement, Form of Securities Purchase Agreement (Know Labs, Inc.)
SEC Reports. 5.6.1. The Company has filed all reportsmade available to Recap a true and complete copy of each form, schedulesreport, formsschedule, statements registration statement and other documents required to be definitive proxy statement filed by the Company under with the Act and SEC since January 1, 1997 (as such documents have since the Exchange Acttime of their filing been amended or supplemented, including pursuant to Section 13(a) or 15(d) thereofthe "SEC REPORTS"), for which are all of the two years preceding the date hereof (or such shorter period as documents that the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus SupplementSEC since January 1, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension1997. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, Reports (including all financial statements included therein and all exhibits and schedules thereto and documents incorporated by reference therein) contained (as of their respective filing dates) 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, therein in the light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified or superseded by any subsequent filings. The financial statements of Financial Statements included in such SEC Reports delivered by the Company included in the SEC Reports to Recap comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements thereto, have been prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that or, in the case of the unaudited financial statements may not contain all footnotes required Financial Statements, as permitted by GAAP, Exchange Act Form 10-Q) and fairly present (subject, in all material respects the case of the unaudited Financial Statements, to normal, recurring audit adjustments that, individually and in the aggregate, were not material) the financial position of the Company and its consolidated Subsidiaries as of and for at the dates thereof and the results of each of their operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Veterinary Centers of America Inc), Agreement and Plan of Merger (Veterinary Centers of America Inc)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company it under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except where the failure to file on a timely basis would not have or reasonably be expected to result in a Material Adverse Effect (including, for this purpose only, any failure to qualify to register the Shares for resale on Form S-3 or which would prevent the Purchaser from using Rule 144 to resell any Shares). As of their respective filing dates, or to the extent corrected by a subsequent restatement, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicableAct and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements Company has never been an issuer subject to Rule 144(i) under the Securities Act. Each of the Material Contracts to which the Company or any Subsidiary is a party or to which the property or assets of the Company included in or any of its Subsidiaries are subject has been filed as an exhibit to the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsReports.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Rallybio Corp), Securities Purchase Agreement (Rallybio Corp)
SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act") and, since January 1, 2002, the Company has timely filed all proxy statements, reports, schedules, forms, statements and other documents required to be filed by the Company it under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, except for its Quarterly Report on Form 10-Q for the two years preceding quarter ended March 31, 2002. The Company has furnished the date hereof Purchaser with copies of (or such shorter period as i) its Annual Report on Form 10-K for the fiscal year ended December 31, 2002, (ii) its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2003 and (iii) its Proxy Statement filed with the SEC on April 17, 2003 (collectively, the "SEC Reports"). The Company was required by law or regulation is eligible to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together a registration statement on Form S-3 with the Prospectus and SEC. Each SEC Report was, at the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective datesits filing, the SEC Reports complied in all material respects substantial compliance with the requirements of the Act and the Exchange Act, as applicable, its respective form and none of the SEC Reports, when filednor the financial statements (and the notes thereto) included in the SEC Reports, as of their respective filing 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC or other applicable rules and regulations with respect thereto as in effect at the time of filingthereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (“GAAP”), except (i) as may be otherwise specified indicated in such financial statements or the notes thereto and except that or (ii) in the case of unaudited financial statements interim statements, to the extent they may not contain all include footnotes required by GAAP, or may be condensed) and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, ended (subject, in the case of unaudited statements, to normal, immaterial, normal year-end audit adjustments).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Digital Angel Corp), Securities Purchase Agreement (Digital Angel Corp)
SEC Reports. The Company has filed complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents required to be filed by the Company under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 2 contracts
Samples: Market Offering Agreement (Gevo, Inc.), The Market Offering Agreement (Knightscope, Inc.)
SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed all required reports, schedules, forms, statements statements, and other documents required to be filed by it with the Company under SEC pursuant to the Act and reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) thereof, for of the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto Exchange Act and documents filings incorporated by reference therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “"SEC Reports”) on a timely basis "). The Company has delivered or has received a valid extension of such time of filing and has filed any such SEC Reports prior made available to the expiration Investors true and complete copies of any such extensionthe SEC Reports. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None of the SEC Reports, when filedat the time of their respective filings, 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 the light of the circumstances under which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company included in the SEC Reports comply complied as of their respective filing dates in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements thereto, have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPthereto), and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of its operations and cash flows for the periods then ended, ended (subject, in the case of unaudited statements, to normal, immaterial, normal year-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Company.
Appears in 2 contracts
Samples: Common Stock and Warrant Purchase Agreement (KFX Inc), Common Stock and Warrant Purchase Agreement (KFX Inc)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As Other than as disclosed to the Purchasers with respect to the calculation of the Company’s fully-diluted earnings per share, as of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The Other than as disclosed to the Purchasers with respect to the calculation of the Company’s fully-diluted earnings per share, the financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such Other than as disclosed to the Purchasers with respect to the calculation of the Company’s fully-diluted earnings per share, such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except to the extent that unaudited financial statements may not contain all footnotes required by GAAP, and such statements fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. The Company’s independent registered public accounting firm is identified in the Annual Report on Form 10-K for the fiscal year ended September 30, 2012 (the “2012 Form 10-K”), and such accounting firm is a registered public accounting firm as required by the Exchange Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Aeolus Pharmaceuticals, Inc.), Securities Purchase Agreement (Aeolus Pharmaceuticals, Inc.)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents reports required to be filed by the Company it under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the previous two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (all of the foregoing materials, including the and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively hereinafter referred to herein as the “SEC ReportsDocuments”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension). As of their respective dates, the SEC Reports Documents complied in all material respects as to form with the requirements of the Securities Act and the Exchange Act, as applicableAct and the rules and regulations of the Commission promulgated thereunder, and none of the SEC ReportsDocuments, when 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 the light of the circumstances under which they were made, not misleading. The Company has advised the Purchaser that a correct and complete copy of each of the SEC Documents (together with all exhibits and schedules thereto and as amended to date) is available at hxxx://xxx.xxx.xxx, a website maintained by the Commission where the Purchaser may view the SEC Documents. The financial statements of the Company included in the SEC Reports Documents (the “Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPthereto, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 2 contracts
Samples: Share Purchase Agreement (iBio, Inc.), Share Purchase Agreement (iBio, Inc.)
SEC Reports. The Company has filed complied in all material respects with the requirements to file all reports, schedules, forms, statements and other documents required to be filed by the Company under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 2 contracts
Samples: Market Offering Agreement (eFFECTOR Therapeutics, Inc.), Market Offering Agreement (eFFECTOR Therapeutics, Inc.)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company it under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years twelve (12) months preceding and including the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except where the failure to file on a timely basis would not have or reasonably be expected to result in a Material Adverse Effect (including, for this purpose only, any failure which would prevent any Purchaser from using Rule 144 to resell any Securities). As of their respective filing dates, or to the extent corrected by a subsequent restatement, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicableAct and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements Each material indenture, loan or credit agreement or other material contract to which the Company or any Subsidiary is a party or to which the property or assets of the Company included in or any of its Subsidiaries are subject has been filed as an exhibit, or duly incorporated by reference, to the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have or has been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, made available to normal, immaterial, year-end audit adjustmentsPurchaser.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Torchlight Energy Resources Inc), Securities Purchase Agreement (McCabe Greg)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents reports required to be filed by the Company it under the Securities Act and the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereofof the Exchange Act, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extensionbasis. As of their respective dates, to the best of such Seller’s knowledge, after reasonable inquiry, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicableAct and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The To the best of such Seller’s knowledge, after reasonable inquiry, the financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements To the best of such Seller’s knowledge, after reasonable inquiry, there are no Unresolved Staff Comments that are required to be disclosed in the SEC Reports. The Sellers have been prepared in accordance provided to the Purchaser copies of all correspondence with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements Commission or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position any state regulatory authority. None of the Company and its consolidated Subsidiaries as Company, the Sellers or any of and for their affiliates, is or has been subject to any investigation or proceeding with the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsCommission or any state regulatory authority.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Kiat Lim Kor), Stock Purchase Agreement (Kiat Lim Kor)
SEC Reports. The Company Seller has filed all reports, schedules, forms, statements and other documents reports required or permitted to be filed by with the Company U.S. Securities and Exchange Commission (“SEC”) under the Securities Act and or the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two five years preceding the date hereof Effective Date, (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materialscollectively, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange ActAct and the rules and regulations of the SEC promulgated thereunder, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included or consolidated in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such The financial statements have been of the Company were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 2 contracts
Samples: Stock Purchase Agreement (U.S. Aerospace, Inc.), Stock Purchase Agreement (U.S. Aerospace, Inc.)
SEC Reports. The Company has heretofore filed with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), all reports, schedules, forms, statements reports and other documents required to be filed, including an Annual Report on Form 10-K for the year ended December 31, 1996 (the "Form 10-K"). None of such reports, or any other reports, documents, registration statements, definitive proxy materials and other filings required to be filed by with the Company SEC under the Act rules and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none regulations of the SEC Reports, when filed, contained (the "SEC Filings") contains any untrue statement of a material fact or omitted omits to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, at the time and in the light of the circumstances under which they were made, not misleading. Since December 31, 1996, the Company has timely filed with the SEC all SEC Filings and all such SEC Filings complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, and the rules thereunder. The audited financial statements of the Company included or incorporated by reference in the SEC Reports comply in all material respects with applicable accounting requirements 1996 Annual Report to the Stockholders (the "1996 Annual Report") and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such unaudited financial statements contained in the Quarterly Reports on Form 10-Q each have been prepared in accordance with such acts and rules and with United States generally accepted accounting principles applied on a consistent basis during throughout the periods involved indicated therein and with each other (“GAAP”), except as may be otherwise specified indicated therein or in such financial statements or the notes thereto and except that the unaudited interim financial statements may not contain all footnotes and adjustments required by GAAP, United States generally accepted accounting principles) and fairly present in all material respects the financial position condition of the Company and its consolidated Subsidiaries as of and for at the dates thereof and the results of its operations and statements of cash flows for the periods then ended, subject, in the case of unaudited interim financial statements, to normal, immaterial, normal year-end audit adjustments.. Except as reflected in such financial statements, the Company has no material liabilities, absolute or contingent, other than ordinary course liabilities incurred since the date of the last such financial statements in connection with the conduct of the business of the Company. Since December 31, 1996, except as set forth in the Company's SEC Filings, there has been no:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Lilly Eli & Co), Stock Purchase Agreement (Ligand Pharmaceuticals Inc)
SEC Reports. (a) The Company has filed all reports, schedules, required forms, statements reports and other documents required with the Securities and Exchange Commission (the "SEC") since January 1, 1994. The Company has made available to be Gaming, in the form filed with the SEC, the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1996, 1995 and 1994, (ii) all Quarterly Reports on Form 10-Q filed by the Company under with the Act SEC since January 1, 1994, (iii) all proxy statements relating to meetings of the Company's stockholders since January 1, 1994 and the Exchange Act, including pursuant to Section 13(a(iv) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as all Current Reports on Form 8-K and registration statements filed by the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus SEC since January 1, 1994 (collectively and as amended as required, the Prospectus Supplement, being collectively referred to herein as the “"SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension"). As of their respective dates, the SEC Reports complied in all material respects with the all applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), and the Exchange Act, each as applicablein effect on the dates such SEC Reports were filed. As of their respective dates, and none of the SEC Reports, when filedincluding, without limitation, any financial statements or schedules included therein, 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 the light of the circumstances under which they were made, not misleading. No subsidiary of the Company is required, as of the date hereof, to file any form, report, or other document with the SEC under Section 12 of the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the SEC Reports comply fairly present, in all material respects respects, in conformity with applicable accounting requirements and the rules and regulations GAAP (as defined in Section 4.11 of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles this Agreement) applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPthereto), and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of and for the dates thereof and the their consolidated results of operations and cash flows for the periods then ended, subject, ended (subject to normal year-end adjustments in the case of any unaudited interim financial statements). The Company has heretofore made available or promptly will make available to Gaming a complete and correct copy of any amendments or modifications, which are required to be filed with the SEC but have not yet been filed with the SEC, to normal, immaterial, year-end audit adjustmentsthe SEC Reports.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Paulson Allen E), Agreement and Plan of Merger (Riviera Holdings Corp)
SEC Reports. The Company Since January 1, 1998, to the best of its knowledge Buyer has filed all reports, schedules, required forms, statements reports and other documents ("Buyer SEC Reports") with the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to the Company under the Act federal securities laws and the Exchange ActSEC rules and regulations thereunder, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension all of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports which have complied in all material respects with the all applicable requirements of the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act, as applicable"), and none the rules and interpretive releases promulgated thereunder. None of the such Buyer SEC Reports, when including without limitation any financial statements, notes, or schedules included therein, at the time filed, contained any untrue statement of a material fact fact, or omitted 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. The Each of the consolidated balance sheets in or incorporated by reference into the Buyer SEC Reports fairly presents or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the related consolidated statements of the Company included operations and retained earnings and cash flows or equivalent statements in the Buyer SEC Reports comply in all material respects with applicable accounting requirements (including any related notes and schedules) fairly presents or will fairly present the rules results of operations, retained earnings and regulations cash flows, as the case may be, of the Commission with respect thereto as entity or entities to which it relates for the period set forth therein (subject in effect at the time case of filing. Such financial statements have been prepared unaudited interim statements, to normal yearend audit adjustments) in each case in accordance with United States generally generally-accepted accounting principles applicable to the particular entity consistently applied on a consistent basis during throughout the periods involved (“GAAP”)involved, except as may be otherwise specified noted therein; and independent certified public accountants for Buyer have rendered or will render an unqualified opinion with respect to each audited financial statement included in such the Buyer SEC Reports. The consolidated financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, included in the case of unaudited statements, Buyer SEC Reports are hereinafter sometimes collectively referred to normal, immaterial, year-end audit adjustmentsas the "Buyer Financial Statements."
Appears in 2 contracts
Samples: Business Services Asset Purchase Agreement (Chequemate International Inc), United Business Services Asset Purchase Agreement (Chequemate International Inc)
SEC Reports. The Company has filed complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents required to be filed by the Company it under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any included an 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 the light of the circumstances under which they were made, not misleading. The financial statements of agreements and documents described in the Company included in Registration Statement, the Prospectus, the Prospectus Supplement and the SEC Reports comply in all material respects with applicable accounting requirements conform to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act and the rules and regulations of thereunder to be described in the Registration Statement, the Prospectus, the Prospectus Supplement or the SEC Reports or to be filed with the Commission with respect thereto as in effect at exhibits to the time of filingRegistration Statement, that have not been so described or filed. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on Each agreement or other instrument (however characterized or described) to which the Company is a consistent basis during the periods involved (“GAAP”), except as party or by which it is or may be otherwise specified bound or affected and (i) that is referred to in such financial statements the Registration Statement, the Prospectus, the Prospectus Supplement or the notes thereto SEC Reports, or (ii) is material to the Company’s business, has been duly authorized and except that unaudited financial statements may not contain all footnotes required validly executed by GAAPthe Company, is in full force and fairly present effect in all material respects and is enforceable against the financial position Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability maybe limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statementsnor, to normalthe best of the Company’s knowledge, immaterialany other party is in default thereunder and, year-end audit adjustmentsto the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation, those relating to environmental laws and regulations.
Appears in 2 contracts
Samples: The Market Offering Agreement (Jaguar Health, Inc.), Market Offering Agreement (Hancock Jaffe Laboratories, Inc.)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company it under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus SupplementRegistration Statement on Form S-3ASR (File No. 333-256620) filed on May 28, 2021 by the Company under the Securities Act being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except where the failure to file on a timely basis would not have or reasonably be expected to result in a Material Adverse Effect (including, for this purpose only, any failure to qualify to register the Securities for resale on Form S-3 or which would prevent any Purchaser from using Rule 144 to resell any Securities). As of their respective filing dates, or to the extent corrected by a subsequent restatement, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicableAct and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements of Company is not an issuer subject to Rule 144(i) under the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsSecurities Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Heron Therapeutics, Inc. /De/), Securities Purchase Agreement (Heron Therapeutics, Inc. /De/)
SEC Reports. The Company Parent has filed and made available to Seller via XXXXX all reports, schedules, forms, statements reports and other documents required to be publicly filed by Parent with the Company SEC under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereofsince January 1, for the two years preceding the date hereof (or 2011. All such shorter period as the Company was required by law or regulation to file such material) (the foregoing materialsforms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Parent may file after the exhibits thereto Execution Date and documents incorporated by reference therein, together with prior to the Prospectus and the Prospectus Supplement, being collectively Closing Date) are referred to herein as the “Parent SEC Reports”.” The Parent SEC Reports (i) were filed on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective datesbasis, the SEC Reports complied (ii) comply in all material respects with the applicable requirements of the Exchange Act and the Exchange Act, as applicable, rules and none regulations of the SEC Reportsthereunder and (iii) did not, when at the time they were filed, contained contain any untrue statement of a material fact or omitted 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. The As of their respective dates, the financial statements of the Company included in the Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements have been thereto, (y) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that or, in the case of unaudited financial statements may not contain all footnotes required statements, as permitted by GAAPForm 10-Q of the SEC), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position and status of the Company and its consolidated Subsidiaries business of Parent as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Kodiak Oil & Gas Corp), Purchase and Sale Agreement (Kodiak Oil & Gas Corp)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the any Prospectus Supplement, in each case as amended or supplemented prior to or after the Execution Time, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles International Financial Reporting Standards, as issued by the International Accounting Standards Board, applied on a consistent basis during the periods involved (“GAAPIFRS”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPIFRS, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 2 contracts
Samples: Market Offering Agreement (Immuron LTD), Market Offering Agreement (Immuron LTD)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 2 contracts
Samples: Market Offering Agreement (Terran Orbital Corp), The Market Offering Agreement (GeoVax Labs, Inc.)
SEC Reports. The Company Since its incorporation, MGI has filed all reports, schedules, required forms, statements reports and other documents with the SEC (the "SEC Reports") required to be filed by it pursuant to the Company under the Act Federal securities laws and the Exchange Actrules and regulations thereunder, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension all of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports which have complied in all material respects with the all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the Exchange Actrules and regulations promulgated thereunder. Except as set forth in Schedule 3.06 hereof, as applicableof their respective dates of filing in final or definitive form (or, and if amended or superseded by a subsequent filing, then on the date of such subsequent filing), none of the SEC ReportsReports of MGI, when filedincluding, without limitation, any financial statements or schedules included therein, 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 the light of the circumstances under in which they were made, not misleading. The Except as set forth in Schedule 3.06 hereof, the financial statements of (including the Company related notes) included in the SEC Reports comply of MGI complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been thereto, were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (“GAAP”)involved, except as may be otherwise specified noted therein or, in such financial statements or the notes thereto and except that case of the unaudited financial statements may not contain all footnotes required statements, as permitted by GAAP, the applicable rules and regulations of the Commission and fairly present presented in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company MGI and its consolidated Subsidiaries as of and for the their respective dates thereof and the consolidated results of operations and the consolidated cash flows of MGI and its consolidated Subsidiaries for the periods then ended, subject, presented therein. Except as and to the extent set forth or disclosed in the case consolidated balance sheet of unaudited statementsMGI as of September 30, 1997 (the "Last Balance Sheet") or as set forth on Schedule 3.06, (i) at September 30, 1997, neither MGI nor any Subsidiary had any material liabilities, absolute, accrued or contingent, required by GAAP to be reflected on a balance sheet of MGI or the notes thereto, and (ii) since September 30, 1997, MGI has not incurred any liabilities (absolute, accrued or contingent) which are required by GAAP, to normalbe reflected on a balance sheet of MGI and which individually or in the aggregate, immaterialwould have a MGI Material Adverse Effect, year-end audit adjustmentsexcept liabilities incurred in the ordinary course of business.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Family Golf Centers Inc), Agreement and Plan of Merger (Metrogolf Inc)
SEC Reports. The Except as disclosed in Schedule 3.6 hereof, as of the date of this Agreement, the Company has timely filed all reports, schedules, forms, statements and other documents the SEC Reports required to be filed by it with the Company under SEC pursuant to the reporting requirements of the Securities Exchange Act and of 1934, as amended (the "Exchange Act, including pursuant "). The Company has made available to Section 13(a) or 15(d) thereof, for ACS true and complete copies of the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing , except for exhibits, schedules and has filed any such SEC Reports prior to the expiration of any such extensionincorporated documents. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and the Exchange Act, as applicablerules and regulations of the SEC promulgated thereunder applicable to the SEC Reports, and none of the SEC Reports, when filedat the time they were filed with the SEC, 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 the light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Reports which is required to be updated or amended under applicable law has not been so updated or amended. The consolidated financial statements of the Company included in the SEC Reports comply have been prepared in all material respects accordance with applicable U.S. generally accepted accounting requirements principles, consistently applied, and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis SEC during the periods involved (“GAAP”), except (i) as may be otherwise specified indicated in such consolidated financial statements or the notes thereto thereto, or (ii) in the case of unaudited interim statements, to the extent they do not include footnotes or are condensed or summary statements) and except that unaudited financial statements may not contain all footnotes required by GAAP, present accurately and fairly present completely in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, ended (subject, in the case of unaudited statements, to normal, immaterial, normal year-end audit adjustments). Except as set forth in a manner clearly evident to a sophisticated institutional investor in the consolidated financial statements or the notes thereto of the Company included in the SEC Reports, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business consistent with past practice subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business consistent with past practice and not required under generally accepted accounting principles to be reflected in such financial statements. To the extent required by the rules of the SEC applicable thereto, the SEC Reports contain a complete and accurate list of all material undischarged written or oral contracts, agreements, leases or other instruments to which the Company or any subsidiary is a party or by which the Company or any subsidiary is bound or to which any of the properties or assets of the Company or any subsidiary is subject (each a "Contract"). None of the Company, its subsidiaries or, to the best knowledge of the Company, any of the other parties thereto, is in breach or violation of any Contract, which breach or violation would have a Material Adverse Effect. No event, occurrence or condition exists which, with the lapse of time, the giving of notice, or both, would become a default by the Company or its subsidiaries thereunder which would have a Material Adverse Effect. The Company has not provided to ACS any material non-public information or any other information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Miravant Medical Technologies), Securities Purchase Agreement (Miravant Medical Technologies)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such consolidated financial statements or the notes thereto and except that unaudited consolidated financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 2 contracts
Samples: Market Offering Agreement (Zedge, Inc.), Market Offering Agreement (Zedge, Inc.)
SEC Reports. The Company has timely filed or furnished , as applicable, all reports, proxy statements, schedules, forms, statements statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) required to be filed or furnished by the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (together with the Super 8-K, including pursuant to Section 13(athe “SEC Reports”) or 15(d) thereof, for since the two years preceding the date hereof Lookback Date (or such shorter period as since the Company was first required by law Law or regulation to file such material) (). The Draft Super 8-K will not materially deviate from the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together Super 8-K as filed with the Prospectus SEC. The Draft Super 8-K complies, the Super 8-K when filed will comply, and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such other SEC Reports prior to at the expiration of any such extension. As of their respective datestime they were filed complied, the SEC Reports complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact . There are no Contracts that are 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. The financial statements of the Company included described in the SEC Reports comply and/or to be filed as exhibits thereto that were not described, in all material respects respects, and/or filed as required. There has not been any material change or amendment to, or any waiver of any material right under, any such Contract that has not been described in and/or filed as an exhibit to the SEC Reports. There are no outstanding or unresolved comments in comment letters received from the SEC staff with applicable accounting requirements and respect to the rules and regulations SEC Reports. None of the Commission with respect thereto as SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in effect at writing (or, to the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”Company’s knowledge, threatened orally), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position each case regarding any accounting practice of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsCompany.
Appears in 2 contracts
Samples: Subscription Agreement (Augmedix, Inc.), Subscription Agreement (Compass Therapeutics, Inc.)
SEC Reports. The Except as set forth in Section 4.8 of the Company Disclosure Schedule, the Company has timely filed (and, from the date hereof until the Closing Date, will timely file) all reportsrequired forms and reports (and all certificates required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”)) with the SEC since December 31, schedules2003 (collectively, formsthe “Company SEC Reports”), statements all of which were (and other documents required to be filed by will be) prepared in all material respects in accordance with the Company under the Act and applicable requirements of the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding Securities Act and the date hereof (or such shorter period as the Company was required by law or regulation to file such material) rules and regulations promulgated thereunder (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC ReportsSecurities Laws”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension). As of their respective dates, the Company SEC Reports (a) complied as to form in all material respects with the applicable requirements of the Act Securities Laws and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained (b) did not contain any untrue statement of a material fact or omitted 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. The financial statements Each of the consolidated balance sheets of the Company included in or incorporated by reference into the Company SEC Reports comply (including the related notes and schedules) complied as to form, as of their report filing dates, in all material respects with applicable accounting requirements the Securities Laws and fairly presents in all material respects the consolidated financial position of the Company and the rules Company Subsidiaries as of its date and regulations each of the Commission consolidated statements of income, retained earnings and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows, as the case may be, of the Company and the Company Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Sections 13 or 15(d) of the Exchange Act and for normal year-end audit adjustments which would not be material in amount or effect. To the knowledge of the Company, there are no outstanding and unresolved comments from the SEC with respect thereto to any of the Company SEC Reports. No Company Subsidiary is required to make any filing with the SEC. The Company has established and maintains a system of “disclosure controls and procedures” and “internal control over financial reporting” (as such terms are defined in effect at paragraphs (e) and (f), respectively, of Rule 13a-15 under the time Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of filing. Such financial statements have been prepared in accordance conformity with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“US GAAP”), except consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets. As of December 31, 2005, (x) there were no “material weaknesses” (as may be otherwise specified defined by the Public Company Accounting Oversight Board) and (y) there was no series of multiple “significant deficiencies” (as defined by the Public Company Accounting Oversight Board) that was reasonably likely to collectively represent a “material weakness” in such the design or operation of the Company’s internal controls. Since December 31, 2005, neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, the Company’s independent auditors, have identified or been made aware of (A) any material weakness in the system of internal controls utilized by the Company and its Subsidiaries, (B) any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the preparation of financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required internal controls utilized by GAAP, and fairly present in all material respects the financial position of the Company and its Subsidiaries or (C) any material claim or allegation regarding any of the foregoing. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (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 required to be disclosed is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the Chief Executive Officer and Chief Financial Officer of the Company to make the certifications required under the Exchange Act with respect to such reports. The Company has provided Eagles true and complete copies of all management letters received from its independent auditors since December 31, 2003, and if no such management letters have been received, the Company has provided copies of all correspondence from its independent auditors during such period relating to subject matter of the same type as would be included in a management letter. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, known or unknown, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated Subsidiaries balance sheet as of and December 31, 2005 included in the Company’s Annual Report on Form 10-K for the dates thereof fiscal year ended such date and the results of operations and cash flows for the periods then ended, subject, (ii) liabilities incurred in the case ordinary course of unaudited statementsbusiness consistent with past practice since such date, none of which are reasonably expected to normal, immaterial, year-end audit adjustmentsresult in a Material Adverse Effect on the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sunset Financial Resources Inc), Agreement and Plan of Merger (Sunset Financial Resources Inc)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange ActAct and the rules and regulations of the Commission promulgated thereunder, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Hepalife Technologies Inc), Securities Purchase Agreement (Hepalife Technologies Inc)
SEC Reports. The Company has Company’s Annual Report on Form 10-K for the year ended December 31, 2008, the Company’s Quarterly Reports on Form 10-Q that have been filed for all quarters ended since December 31, 2008, the definitive proxy statement for the Company’s 2009 annual meeting of shareholders, and all Current Reports on Form 8-K filed since December 31, 2008 (as such documents have since the time of their filing been amended or supplemented) together with all reports, schedules, forms, statements documents and other documents required to be information hereafter filed by with the Company under the Act and the Exchange ActSEC, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents all information incorporated therein by reference therein(collectively, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing (i) complied and has filed any such SEC Reports prior will comply as to the expiration of any such extension. As of their respective dates, the SEC Reports complied form in all material respects with the requirements of the Securities Act and the Securities Exchange ActAct of 1934, as applicableamended, and none of the SEC Reports, when filed, contained (ii) did not contain and will not contain any untrue statement of a material fact or omitted 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. The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Company notes, if any, thereto), if any, included in the SEC Reports complied and will comply as to form in all material respects with applicable accounting requirements and the SEC’s rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been thereto), were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified indicated therein or in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, thereto) and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, (subject, in the case of the unaudited interim financial statements, to normal, immaterial, recurring year-end audit adjustmentsadjustments not material and to the absence of footnotes) the financial position and shareholders’ equity of the Company as of the respective dates thereof and the consolidated earnings and cash flows for the respective periods then ended.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Habersham Bancorp), Stock Purchase Agreement (Habersham Bancorp)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except as could not have or reasonably be expected to result in a Material Adverse Effect. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 2 contracts
Samples: The Market Offering Agreement (Windtree Therapeutics Inc /De/), Terms Agreement (Windtree Therapeutics Inc /De/)
SEC Reports. The Company has filed all reports, schedules, forms, reports and proxy statements and other documents with the SEC required to be filed by the Company under the Act since January 1, 2007 (as such reports and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding statements may have been amended since the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materialsof their filing, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “Company SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension). As of their respective datesfiling dates or the filing dates of amendments, the Company SEC Reports (i) complied in all material respects with with, to the extent in effect at the time of filing, the applicable requirements of the Securities Act and the Exchange Act, as applicable, Act and none of the SEC Reports, when filed, contained (ii) did not contain any untrue statement of a material fact or omitted 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. The Each of the financial statements (including the related notes) of the Company included in the Company SEC Reports comply 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 Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles SEC) applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, thereto) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of and for the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, ended (subject, in the case of unaudited statements, to normal, immaterial, normal year-end audit adjustments). The Company has complied and is in compliance in all material respects with all applicable certification, internal control and other requirements and provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Omrix Biopharmaceuticals, Inc.), Agreement and Plan of Merger (Johnson & Johnson)
SEC Reports. (a) The Company has filed all reportsmade available to the Purchasers true and complete copies of each report, schedules, forms, statements schedule and other documents required to be filed by the Company under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materialsregistration statement, including the exhibits thereto and documents (but excluding exhibits incorporated therein by reference thereinreference), together filed by the Company with the Prospectus Securities and Exchange Commission (the Prospectus Supplement"Commission") since January 1, being collectively referred 1997, which, except for the filing of an Annual Report on Form 10-KSB for the fiscal year ended June 30, 1998, are all the documents that the Company was required to herein as file with the “SEC Reports”) on a timely basis or has received a valid extension Commission since that date and through the date hereof (all of such time documents as amended as of filing the date hereof collectively, the "SEC Documents"). Schedule 2.6 sets forth a true and has filed any such complete list of the SEC Reports prior to Documents as of the expiration of any such extensiondate hereof. As of their respective dates, the SEC Reports Documents (as amended as of the date hereof) complied as to form in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the Exchange Actrules and regulations of the Commission thereunder. As of their respective dates, as applicableexcept to the extent that information contained therein has been revised or superseded by a later filed SEC Document, and none of the SEC Reports, when filed, Documents 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements thereto, have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that or, in the case of the unaudited financial statements may not contain all footnotes required statements, as permitted by GAAP, Form 10-Q) and fairly present (subject, in all material respects the case of the unaudited statements, to normal, recurring audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 2 contracts
Samples: Purchase Agreement (Logimetrics Inc), Purchase Agreement (Brand Charles S)
SEC Reports. The Company has filed complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents required to be filed by the Company under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years one year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles International Financial Reporting Standards applied on a consistent basis during the periods involved (“GAAPIFRS”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPIFRS, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 2 contracts
Samples: Market Offering Agreement (BioLineRx Ltd.), Market Offering Agreement (BioLineRx Ltd.)
SEC Reports. The Except as set forth in the Disclosure Schedule, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and thereto, documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As Except as set forth in the Disclosure Schedule, as of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. Without prejudice to the generality of anything contained herein, all the operating information and data included in the General Disclosure Package and the Prospectus were true and accurate in all material respects as of the respective issue date and will be true and accurate in all material respects on the Closing Date. Any statistical, industry-related and market-related data included in the General Disclosure Package and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate, and, to the Company’s knowledge, the Company has obtained written consent for the use of such data from such sources to the extent required.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Applied Dna Sciences Inc), Securities Purchase Agreement (Applied Dna Sciences Inc)
SEC Reports. The Company has filed all reports, schedules, forms, statements reports and other documents with the SEC required to be filed or furnished by the Company under the Act and the Exchange Actsince December 31, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof 2005 (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference thereindocuments, together with any current reports filed during such period by the Prospectus and Company with the Prospectus SupplementSEC on a voluntary basis on Form 8-K, being collectively referred to herein as the “Company SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension). As of their respective filing dates, the Company SEC Reports (i) complied in all material respects with with, to the extent in effect at the time of filing, the applicable requirements of the Securities Act and the Exchange Act, as applicable, Act and none of the SEC Reports, when filed, contained (ii) did not contain any untrue statement of a material fact or omitted 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. The Each of the financial statements (including the related notes) of the Company included in the Company SEC Reports comply 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 Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles SEC) applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, thereto) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of and for the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, ended (subject, in the case of unaudited statements, to normal, immaterial, normal year-end audit adjustments). None of the Company’s Subsidiaries is subject to the periodic reporting requirements of the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ryerson Inc.), Agreement and Plan of Merger (J.M. Tull Metals Company, Inc.)
SEC Reports. The Company has filed all reports, schedulesregistration ----------- statements, forms, definitive proxy statements and other documents document and all amendments thereto and supplements thereof (the "SEC Reports") required to be filed by it with the Company under the Act Securities and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) Commission (the foregoing materials"Commission") since April 30, including the exhibits thereto and documents incorporated by reference therein1995, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension all of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports which have complied in all material respects with the all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Exchange Actrules and regulations promulgated thereunder. As of the respective dates of filing in final or definitive form (or, as applicableif amended or superseded by a subsequent filing, and then on the date of such subsequent filing), none of the Company's SEC Reports, when filedincluding, without limitation, any financial statements or schedules included therein, 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 the light of the circumstances under in which they were made, not misleading. The balance sheets (including the related notes) in the Company's SEC Reports fairly present the financial statements position of the Company as of the respective dates thereof, and the other related financial statements (including the related notes) included therein fairly presented the results of operations and changes in financial position of the Company for the periods indicated, except, in the case of interim financial statements, for year-end audit adjustments, consisting only of normal recurring accruals. The financial statements (including the related notes) included in the Company's SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subjectnoted therein or, in the case of unaudited financial statements, to normal, immaterial, year-end audit adjustmentsas permitted by the applicable rules and regulations of the Commission.
Appears in 2 contracts
Samples: Subscription and Stock Purchase Agreement (Linkon Corp), Subscription and Stock Purchase Agreement (Linkon Corp)
SEC Reports. The Except as set forth on Schedule 3.1(g), the Company has filed all reports, schedules, forms, statements and other documents reports required to be filed by the Company it under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years twelve (12) months preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extensionextension and has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof. Such reports required to be filed by the Company under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, together with any materials filed or furnished by the Company under the Exchange Act, whether or not any such reports were required being collectively referred to herein as the “SEC Reports” and, together with this Agreement and the Schedules to this Agreement, the “Disclosure Materials”. As of their respective datesdates (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing), the SEC Reports filed by the Company complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicableAct and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filedfiled by the Company (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing), 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing). Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or statements, the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPGAAP or may be condensed or summary statements, and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All material agreements to which the Company or any Subsidiary is a party or to which the property or assets of the Company or any Subsidiary are subject are included as part of or identified in the SEC Reports, to the extent such agreements are required to be included or identified pursuant to the rules and regulations of the SEC.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Silicom LTD), Securities Purchase Agreement (Silicom LTD)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus SupplementProspectus, being collectively referred to herein as the “"SEC Reports”") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles International Financial Reporting Standards as issued by the Internal Accounting Standards Board ("IFRS") applied on a consistent basis during the periods involved (“GAAP”)involved, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPIFRS, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 2 contracts
Samples: Sales Agreement (ImmunoPrecise Antibodies Ltd.), Open Market Sale (ImmunoPrecise Antibodies Ltd.)
SEC Reports. (a) The Company has filed all reports, schedules, forms, statements reports and other documents with the SEC required to be filed or furnished by the Company under the Act and the Exchange Actsince December 31, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof 2003 (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference thereindocuments, together with any reports filed during such period by the Prospectus and Company with the Prospectus SupplementSEC on a voluntary basis on Form 8-K, being collectively referred to herein as the “Company SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension). As of their respective filing dates, the Company SEC Reports (i) complied in all material respects with with, to the extent in effect at the time of filing, the applicable requirements of the Securities Act and the Exchange Act, as applicable, Act and none of the SEC Reports, when filed, contained (ii) did not contain any untrue statement of a material fact or omitted 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. The Each of the financial statements (including the related notes) of the Company included in the Company SEC Reports comply 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 Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles SEC) applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, thereto) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of and for the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, ended (subject, in the case of unaudited statements, to normal, immaterial, normal year-end audit adjustments). As the date of this Agreement, there are no outstanding comment letters or requests for information from the SEC with respect to any Company SEC Report. No Subsidiary is required to file any form, report or other document with the SEC.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Checkfree Corp \Ga\), Agreement and Plan of Merger (Corillian Corp)
SEC Reports. The Company has filed complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents required to be filed by the Company under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years one year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing or as amended or corrected in a subsequent filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 1 contract
SEC Reports. The Company has filed with the Securities and Exchange Commission (the "Commission") and provided to the Purchaser all reports, schedules, forms, statements reports and other documents required to be filed by the Company under the Act since January 1, 1997 and the Exchange Act, including pursuant prior to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period collectively, the "Company's SEC Reports") pursuant to the Securities Exchange Act of 1934, as amended, and the Company was required rules and regulations promulgated by law or regulation to file such material) the Commission thereunder (the foregoing materials"Exchange Act"), including all of which, when filed, complied in all material respects with all applicable requirements of the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extensionExchange Act. As of their respective dates, the Company's SEC Reports complied in all material respects with the requirements of the Act (not including any exhibits and the Exchange Act, as applicable, schedules thereto and none of the SEC Reports, when filed, contained documents incorporated by reference therein) did not contain any untrue statement of a material fact or omitted to state a any 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. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Company and its subsidiaries included in the Company's SEC Reports comply in all material respects with applicable accounting requirements and filed prior to the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been date hereof or incorporated by reference therein were prepared in accordance with United States generally accepted accounting principles ("GAAP") (subject, in the case of such unaudited financial statements, to the absence of complete footnotes) applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified indicated therein or in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of and for subsidiaries at the dates thereof and the results of its consolidated operations and cash flows for the periods then ended, subject, ended (subject in the case of the unaudited interim financial statements, to normal, immaterial, normal year-end audit adjustments, which shall not be material in amount or nature).
Appears in 1 contract
Samples: Securities Purchase Agreement (Dualstar Technologies Corp)
SEC Reports. Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports Reports, unless stated therein to the contrary, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, normal year-end audit adjustments.
Appears in 1 contract
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extensionbasis. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply as to form in all material respects with applicable accounting requirements and the rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 1 contract
Samples: Share Purchase Agreement (Ekso Bionics Holdings, Inc.)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents reports required to be filed by the Company it under the Act and the Exchange 934 Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such materialreports) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, materials being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the 1934 Act and the Exchange Act, as applicablerules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The Registration Statement and any prospectus included therein, including the Prospectus and the Prospectus Supplement, complied in all material respects with the requirements of the 1933 Act and the 1934 Act and the rules and regulations of the SEC promulgated thereunder, and none of such Registration Statement or any such prospectus, including the Prospectus and the Prospectus Supplement, contain or 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 the case of any prospectus in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPthereto, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 1 contract
Samples: Form of Common Stock Purchase Agreement (Isolagen Inc)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Act and the Exchange Act, including pursuant to Section 13(a) or Section 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in incorporated by reference into the SEC Reports Registration Statement, the Prospectus or the Incorporated Documents and any amendments thereof or supplements thereto comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes footnote disclosures required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 1 contract
Samples: Market Offering Agreement (Chembio Diagnostics, Inc.)
SEC Reports. The Company has filed all reports, schedules, forms, consolidated financial statements and other documents required to be filed by of the Company under the Act and the Exchange Actrelated notes contained in the SEC Reports present fairly, including pursuant to Section 13(a) or 15(d) thereofin all material respects, the financial position of the Company as of the dates indicated, and the results of its operations, cash flows and the changes in shareholders’ equity for the two years preceding periods therein specified, subject, in the date hereof case of unaudited financial statements for interim periods, to normal year-end audit adjustments. Such financial statements (or such shorter period as including the Company was related notes) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods therein specified, except that unaudited financial statements may not contain all footnotes required by law or regulation to file such material) (GAAP. Each of the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior has been timely filed, to the expiration of any such extension. As extent required by law, and, as of their respective dates, each of the SEC Reports Reports, as amended, complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act or any other applicable law, as the case may be, and the Exchange Actrules and regulations of the SEC thereunder, as applicablein each case, to the extent applicable to such SEC Reports, and none of the SEC ReportsReports contained, when filedfiled or, contained if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, 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 the light of the circumstances under which they were made, not misleading. The financial statements Company has made available each of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and (including via the rules and regulations EXXXX system). As of the Commission date hereof, there are no material outstanding or unresolved comments in comment letters from the SEC staff with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position to any of the Company and its consolidated Subsidiaries SEC Reports. To the knowledge of the Company, as of the date hereof, (A) none of the SEC Reports is the subject of ongoing SEC review or outstanding SEC comment and for (B) neither the dates thereof and the results SEC nor any other Governmental Entity is conducting any investigation or review of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsany SEC Reports.
Appears in 1 contract
SEC Reports. The Company has filed all forms, reports, schedules, forms, ----------- statements and other documents registration statements required to be filed by it with the Company under the Act Securities and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) Commission (the foregoing materials"Commission") since January 1, including 1991 (collectively, the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “"SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension"). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained did not contain 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 the light of the circumstances under which they were made, not misleading, except for any statement or omission in any SEC Report which was corrected in a later SEC Report. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during basis, present fairly in accordance with generally accepted accounting principles the consolidated financial position, results of operations and changes in financial position of the company and its consolidated subsidiaries as of the dates and for the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto indicated and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present conform in all material respects to all applicable requirements under the financial position Securities Exchange Act of 1934 ("Exchange Act"). Except as reflected in the SEC Reports, the Company as of the date of such SEC Reports has no material liabilities, obligations, or claims of any nature (whether absolute, accrued, contingent or otherwise and whether due or to become due), including, without limitation, any tax liabilities or under funded pension plans, and the Company and its consolidated Subsidiaries does not have any knowledge of any basis for the existence of or the assertion against the Company of any such liability, obligation or claim as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentssuch date.
Appears in 1 contract
SEC Reports. The Company REFAC has filed filed, pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, all reports, schedules, material forms, statements statements, reports and other documents (including all exhibits, amendments and supplements thereto) (the "SEC Documents") required to be filed by with respect to the Company business and operations of REFAC under each of the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplementrespective rules and regulations thereunder, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension and all of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports Documents complied in all material respects with the all applicable requirements of the Securities Act and or the Exchange Act, as applicablethe case may be, and the appropriate act and the rules and regulations thereunder in effect on the date each such report was filed. At the respective dates they were filed, none of the SEC Reports, when filed, Documents contained any untrue statement of a material fact or omitted to state a any 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. The consolidated financial statements of the Company REFAC included in the SEC Reports comply Documents complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements thereto, have been prepared in accordance with United States generally accepted accounting principles GAAP consistently applied on a consistent basis during throughout the periods period involved (“GAAP”), except as may be otherwise specified indicated therein or in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the position, results of operations and cash flows of REFAC as of the dates or for the periods then endedindicated therein, subject, in the case of the unaudited statements, to normal, immaterial, normal year-end audit adjustmentsadjustments and the absence of certain footnote disclosures.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Refac Technology Development Corp)
SEC Reports. The Company has filed or furnished to the Commission all reports, schedules, forms, statements and other documents required to be filed or furnished to the Commission by the Company under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 1 contract
Samples: The Market Offering Agreement (REE Automotive Ltd.)
SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act") and the Company has timely filed all proxy statements, reports, schedules, forms, statements and other documents required to be filed by the Company it under the Act and the Exchange Act, including pursuant to Section 13(a. The Company has furnished the Purchaser with copies of (i) or 15(d) thereof, its Annual Report on Form 10-K for the two years preceding fiscal year ended December 31, 2003 , (ii) its Quarterly Report on Form 10-Q for the date hereof fiscal quarter ended March 31, 2004 and (or such shorter period as iii) its Proxy Statement filed with the SEC on April 13, 2004 (collectively, the "SEC Reports"). The Company was required by law or regulation is eligible to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together a registration statement on Form S-3 with the Prospectus and SEC for the Prospectus Supplementpurpose of registering the resale of its securities. Each SEC Report was, being collectively referred to herein as at the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective datesits filing, the SEC Reports complied in all material respects substantial compliance with the requirements of the Act and the Exchange Act, as applicable, its respective form and none of the SEC Reports, when filednor the financial statements (and the notes thereto) included in the SEC Reports, as of their respective filing 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC or other applicable rules and regulations with respect thereto as in effect at the time of filingthereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (“GAAP”), except (i) as may be otherwise specified indicated in such financial statements or the notes thereto and except that or (ii) in the case of unaudited financial statements interim statements, to the extent they may not contain all include footnotes required by GAAP, or may be condensed) and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, ended (subject, in the case of unaudited statements, to normal, immaterial, normal year-end audit adjustments).
Appears in 1 contract
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such materialmaterials) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Registration Statement, Prospectus and the Prospectus SupplementIncorporated Documents, in each case as amended or supplemented prior to or after the Execution Time, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 1 contract
Samples: Market Offering Agreement (Acorda Therapeutics Inc)
SEC Reports. The Company has timely filed all required reports, schedules, forms, statements statements, and other documents required to be filed by with the Company under the Act and the Exchange ActSEC since January 1, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof 1997 (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with other documents that revise or supersede earlier filed documents, the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “"SEC Reports”) on a timely basis "). The Company has delivered or has received a valid extension of such time of filing and has filed any such SEC Reports prior made available to the expiration Investors true and complete copies of any such extensionthe SEC Reports. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act, as applicable"), and none the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports, when filed, . None of the 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply complied as of their respective filing dates in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements thereto, have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPthereto), and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of its operations and cash flows for the periods then ended, ended (subject, in the case of unaudited statements, to normal, immaterial, normal year-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Company.
Appears in 1 contract
Samples: Stock and Warrant Purchase Agreement (Westcliff Capital Management LLC/Ca)
SEC Reports. The Company Parent has filed in a timely fashion all forms, reports, schedules, forms, statements and other documents registration statements required to be filed by it with the Company under the Act Securities and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) Commission (the foregoing materials"Commission") since January 1, including 1995 (collectively, the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “"SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension"). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained did not contain 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 the light of the circumstances under which they were made, not misleading, except for any statement or omission in any SEC Report which was corrected in a later SEC Report. The financial statements of the Company Parent included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during basis, present fairly in accordance with generally accepted accounting principles the consolidated financial position, results of operations and changes in financial position of the company and its consolidated subsidiaries as of the dates and for the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto indicated and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present conform in all material respects to all applicable requirements under the financial position Securities Exchange Act of 1934 ("Exchange Act"). Except as reflected in the SEC Reports, the Parent as of the Company date of such SEC Reports has no material liabilities, obligations, or claims of any nature (whether absolute, accrued, contingent or otherwise and whether due or to become due), including, without limitation, any tax liabilities or under funded pension plans, and the Parent does not have any knowledge of any basis for the existence of or the assertion against the Parent of any such liability, obligation or claim as of such date. The income of the Parent as reflected in the SEC Reports consists solely of ordinary operating profits and none of such income consists of (i) income from a source other than operations of the business of the Parent and its consolidated Subsidiaries as or (ii) a transaction outside the ordinary course of and for business of the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsParent (whether or not such transaction would otherwise be considered extraordinary under GAAP).
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Equity Compression Services Corp)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during International Financial Reporting Standards as issued by the periods involved International Accounting Standards Board (“GAAPIFRS”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPIFRS, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 1 contract
Samples: Market Offering Agreement (XORTX Therapeutics Inc.)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports or incorporated by reference therein comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with the requirements of the Securities Act, the Exchange Act, and in conformity with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (“GAAP”), except involved. Except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the SEC Reports that are not included or incorporated by reference as required. The Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the SEC Reports. The financial data set forth in each of the SEC Reports fairly presents, in all material respects, the information set forth therein on a basis consistent with that of the audited financial statements.
Appears in 1 contract
Samples: Market Sales Agreement (Outlook Therapeutics, Inc.)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company it under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except where the failure to file on a timely basis would not have or reasonably be expected to result in a Material Adverse Effect (including, for this purpose only, any failure to qualify to register the Pre-Funded Warrants for resale on Form S-3 or which would prevent any Purchaser from using Rule 144 to resell any Pre-Funded Warrants). As of their respective filing dates, or to the extent corrected by a subsequent restatement, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicableAct and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements Company has never been an issuer subject to Rule 144(i) under the Securities Act. Each of the Material Contracts to which the Company or any Subsidiary is a party or to which the property or assets of the Company included in or any of its Subsidiaries are subject has been filed as an exhibit to the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsReports.
Appears in 1 contract
Samples: Securities Purchase Agreement (Nurix Therapeutics, Inc.)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereofof the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including for avoidance of doubt the Registration Statement, and including, in each case, the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. As of its effective date and as of the Closing Time, the Registration Statement 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 the case of any prospectus, in light of the circumstances under which they were made), not misleading. The consolidated financial statements of the Company and its subsidiaries included in the SEC Reports Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filingthereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles GAAP, consistently applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or and subject, in the notes thereto case of unaudited quarterly financial statements, to normal year-end adjustments and except that unaudited financial statements may not contain all footnotes required by GAAPlack of footnote disclosures), and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of and for the dates thereof and the consolidated results of operations and their operations, cash flows and changes in stockholders equity for the periods then ended, ended (subject, in the case of unaudited quarterly financial statements, to normal, immaterial, normal year-end audit adjustmentsadjustments and lack of footnote disclosures).
Appears in 1 contract
SEC Reports. The Company Borrower has filed all reports, schedules, forms, statements and other documents required to be filed by the Company it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none None of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact (and the Registration Statement, when filed, did not and will not contain any untrue statement of a material fact and did not and will not 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. The consolidated financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the United States Securities and Exchange Commission (the “Commission” or “SEC” as applicable) with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, filing and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments, and such consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”) (except as may be disclosed therein or in the notes thereto, and except that the unaudited financial statements may not contain all footnotes required by GAAP).
Appears in 1 contract
Samples: Temporary Waiver and Exchange Agreement (Sientra, Inc.)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company it under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except where the failure to file on a timely basis would not have or reasonably be expected to result in a Material Adverse Effect (including, for this purpose only, any failure to qualify to register the Shares for resale on Form S-3 or which would prevent any Purchaser from using Rule 144 to resell any Shares). As of their respective filing dates, or to the extent corrected by a subsequent restatement, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicableAct and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements Company has never been an issuer subject to Rule 144(i) under the Securities Act. Each of the Material Contracts to which the Company or any subsidiary is a party or to which the property or assets of the Company included in or any of its subsidiaries are subject has been filed as an exhibit to the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsReports.
Appears in 1 contract
Samples: Securities Purchase Agreement (Avadel Pharmaceuticals PLC)
SEC Reports. The Company has heretofore filed all reports, schedules, forms, statements with the Securities and other documents required Exchange Commission (the "SEC") pursuant to be filed by the Company under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, an Annual Report on Form 10- K for the two years preceding year ended December 31, 1996 and a Quarterly Report on Form 10-Q for the date hereof quarter ended March 31, 1997 (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective datescollectively, the "SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none Filings"). None of the SEC Reports, when filed, contained Filings contains any untrue statement of a material fact or omitted omits to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, at the time and in the light of the circumstances under which they were made, not misleading. Since December 31, 1996, the Company has timely filed with the SEC all SEC Filings and all such SEC Filings complied with all applicable requirements of the Securities Act and the Exchange Act, as applicable, and the rules thereunder. The audited financial statements of the Company included or incorporated by reference in the SEC Reports comply in all material respects with applicable accounting requirements Filings and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such unaudited financial statements contained in the SEC Filings each have been prepared in accordance with such acts and rules and with United States generally accepted accounting principles applied on a consistent basis during throughout the periods involved (“GAAP”)indicated therein and with each other, except as may be otherwise specified indicated therein or in such financial statements or the notes thereto and except that the unaudited interim financial statements may not contain all footnotes and adjustments required by GAAPUnited States generally accepted accounting principles, and fairly present in all material respects the financial position condition of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of its operations and statements of cash flows for the periods then ended, subject, in the case of unaudited interim financial statements, to normal, immaterial, normal year-end audit adjustments. Except as reflected in such financial statements, the Company has no material liabilities, absolute or contingent, other than ordinary course liabilities incurred since the date of the last such financial statements in connection with the conduct of the business of the Company.
Appears in 1 contract
Samples: Stock and Warrant Purchase Agreement (Applied Digital Access Inc)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles International Financial Reporting Standards, as issued by the International Accounting Standards Board, applied on a consistent basis during the periods involved (“GAAPIFRS”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPIFRS, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 1 contract
Samples: Market Offering Agreement (Virax Biolabs Group LTD)
SEC Reports. The Since the date of the Initial Agreement, the Company has timely filed with the Commission all reportsSEC Documents, schedulesexcept as (i) previously disclosed in writing to Purchaser or a Purchaser Designee or (ii) discussed at a meeting of the Company's Board of Directors at which a Purchaser Designee was present. Such SEC Documents, formsincluding any financial statements or schedules included therein, at the time filed (and, in the case of registration statements and other documents required to be filed by proxy statements, on the Company under the Act dates of effectiveness and the Exchange Actdates of mailing, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such materialrespectively) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”a) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained did not contain any untrue statement of a material fact or omitted 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, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Company included in such SEC Documents at the SEC Reports comply time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been thereto, were prepared in accordance with United States U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that or, in the case of unaudited financial statements may not contain all footnotes required statements, as permitted by GAAPForm 10-Q of the Commission), and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments consistent with past practice), in all material respects respects, the consolidated financial position of the Company and its consolidated the Subsidiaries as of and for at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. No Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, subjectreport or other document with the Commission, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsany stock exchange or any other comparable Governmental Authority (domestic or foreign).
Appears in 1 contract
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law the Act or regulation the Exchange Act to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 1 contract
Samples: The Market Offering Agreement (Avenue Therapeutics, Inc.)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents reports required to be filed by the Company it under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the foregoing materials (together with any materials filed by the Company was required by law under the Exchange Act, whether or regulation to file such materialnot required) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “"SEC Reports”" and, together with this Agreement and the Schedules to this Agreement, the "Disclosure Materials") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“"GAAP”"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPthereto, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All material agreements to which the Company or any Subsidiary is a party or to which the property or assets of the Company or any Subsidiary are subject are included as part of or specifically identified in the SEC Reports.
Appears in 1 contract
Samples: Securities Purchase Agreement (Bravo Foods International Corp)
SEC Reports. The Company Partnership has filed with the SEC all reports, schedules, forms, reports and statements and other documents (including any amendments thereto) required to be so filed by it for the Company under the Act past twelve months pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, including pursuant to Section 13(a. Each SEC Report (A) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the applicable requirements of the Exchange Act and the Exchange Act, as applicablerules and regulations thereunder, and none of the SEC Reports, when filed, contained (B) did not include any untrue statement of a material fact or omitted 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, except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The financial statements Each of the Company consolidated balance sheets included in the or incorporated by reference into such SEC Reports comply in all material respects with applicable accounting requirements (including the related notes and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and schedules) fairly present presents in all material respects the consolidated financial position of the Company Partnership and its consolidated Subsidiaries subsidiaries as of and for the dates thereof indicated, and each of the consolidated statements of operations, cash flows and changes in unitholders’ equity included in or incorporated by reference into such SEC Reports (including any related notes and schedules) fairly presents in all material respects the results of operations and operations, cash flows or changes in unitholders’ equity, as the case may be, of the Partnership and its subsidiaries for the periods then ended, subjectset forth therein, in each case in accordance with generally accepted accounting principles consistently applied during the case periods involved. Except as and to the extent set forth on the consolidated balance sheet of unaudited statementsthe Partnership and its subsidiaries included in the most recent such SEC Report filed prior to the date hereof that includes such a balance sheet, including all notes thereto, neither the Partnership nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to normalbe reflected on, immaterialor reserved against in, year-end audit adjustmentsa balance sheet of the Partnership or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations arising in the ordinary course of business. Since the date of the most recent balance sheet contained in the Partnership’s SEC Reports, there has not been any material adverse change in the condition (financial or otherwise), business, prospects, properties or results of operations of the Partnership and its subsidiaries, taken as a whole.
Appears in 1 contract
SEC Reports. The Company has timely furnished or filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, formsstatements, statements and other documents (including all exhibits and other information incorporated therein) required to be furnished or filed by the Company under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus SupplementSEC since January 1, being collectively referred to herein as 2008 (collectively, the “Company SEC Reports”) on a timely basis or has received a valid extension ). Each of such time of filing and has filed any such the Company SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied (a) was prepared in accordance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, the rules and regulations of the SEC promulgated under the Securities Act and the Exchange Act, as applicableAct applicable to such Company SEC Report, and none of other applicable Law, and (b) did not, at the time such Company SEC Reports, when Report was filed, contained or if amended or restated, at the time of such later amendment or restatement, contain any untrue statement of a material fact or omitted 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 such statements were made, not misleading. The financial statements No Subsidiary of the Company included is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any periodic forms, reports, schedules, statements or other documents with the SEC. The Company has delivered to Parent correct and complete copies of all correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since January 1, 2008 and prior to the date of this Agreement and not available on the SEC’s XXXXX system prior to the date of this Agreement. As of the date hereof, there are no outstanding or unresolved comments in comment letters or written notices from the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission staff with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position to any of the Company SEC Reports. None of the Company SEC Reports, and its consolidated Subsidiaries as no Subsidiary of and for the dates thereof and Company, is the results subject of operations and cash flows for ongoing SEC review of which the periods then endedCompany has Knowledge, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsoutstanding written SEC comment or outstanding SEC investigation.
Appears in 1 contract
SEC Reports. The Company has filed all reports, schedules, forms, statements schedules and other documents forms required to be filed by the Company under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together it with the Prospectus SEC since December 31, 2001 and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration date of any such extensionthis Agreement (collectively, the "COMPANY SEC REPORTS"). As None of the Company SEC Reports, as of their respective datesdates (and, if amended or superseded by a filing prior to the SEC Reports complied in all material respects with Closing Date, then on the requirements date of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when filedsuch filing), contained or will contain any untrue statement of a material fact or omitted or will 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. The Each of the financial statements of the Company (including the related notes) included in the Company SEC Reports comply (the "FINANCIAL STATEMENTS") presents fairly, in all material respects with applicable accounting requirements and respects, the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of and the respective dates or for the dates thereof and the results of operations and cash flows for respective periods set forth therein, all in conformity with GAAP consistently applied during the periods then endedinvolved, except as otherwise noted therein, and subject, in the case of the unaudited statementsinterim Financial Statements, to normal, immaterial, the absence of footnotes and to normal year-end audit adjustmentsadjustments that have not been and are not expected to be material in amount. All of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective Company SEC Report), complied as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.
Appears in 1 contract
SEC Reports. (a) The Company has filed all reports, schedules, forms, statements reports and other documents with the SEC required to be filed or furnished by the Company under the Act and the Exchange Actsince December 31, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof 2008 (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference thereindocuments, together with any current reports filed during such period by the Prospectus and Company with the Prospectus SupplementSEC on a voluntary basis on Form 8-K, being collectively referred to herein as the “Company SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension). As of their respective filing dates, the Company SEC Reports (i) complied in all material respects with with, to the extent in effect at the time of filing, the applicable requirements of the Securities Act and the Exchange Act, as applicable, Act and none of the SEC Reports, when filed, contained (ii) did not contain any untrue statement of a material fact or omitted 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. The Each of the financial statements (including the related notes) of the Company included in the Company SEC Reports comply 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 Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles SEC) applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified indicated in such financial statements or the notes thereto thereto) and except that unaudited financial statements may not contain all footnotes required by GAAP, and presented fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of and for the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, ended (subject, in the case of unaudited statements, to normal, immaterial, normal year-end audit adjustments) in conformity with GAAP. None of the Company’s Subsidiaries is subject to the periodic reporting requirements of the Exchange Act.
Appears in 1 contract
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.. (n) [RESERVED] (o) Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the SEC Reports, except as disclosed in an SEC Report filed prior to the date hereof or applicable Sales Notice, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any material liabilities
Appears in 1 contract
Samples: Market Offering Agreement (Caladrius Biosciences, Inc.)
SEC Reports. The Company NSC has timely filed all required reports, schedules, forms, statements and other documents required to be filed by the Company (including exhibits and all other information incorporated therein) under the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereofwith the SEC between January 1, for the two years preceding 1996 and the date hereof of this Agreement (or as such shorter period as the Company was required by law or regulation to file such material) (the foregoing materialsreports, including the exhibits thereto schedules, forms, statements and documents incorporated by reference therein, together with have been amended since the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such their filing, collectively the "SEC Reports prior to the expiration of any such extensionDocuments"). As of their respective dates, or if amended, as of the date of the last such amendment, the SEC Reports Documents complied in all material respects with the requirements of the Act and Securities Act, or the Exchange Act, as applicablethe case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Reports, Documents when filed, or as amended, 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company NSC included in the SEC Reports Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements thereto, have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, thereto) and fairly present in all material respects the consolidated financial position of the Company NSC and its consolidated Subsidiaries subsidiaries as of and for the dates thereof and the results consolidated statement of operations and earnings, cash flows and stockholders' equity for the periods then ended, ended (subject, in the case of unaudited statements, to normal, immaterial, normal recurring year-end audit adjustments).
Appears in 1 contract
SEC Reports. The Company has Financial Statements; Sarbanes-Oxley Act Compliance. Txx Xxxxxxx xas filed all reports, schedules, forms, statements and other documents reports required to be filed by the Company it under the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or Section 15(d) thereofof the Exchange Act, for the two three (3) years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplementthereto, being collectively referred to herein as the “"SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension"). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange ActAct and the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. Since January 1, 2004, the staff of the Division of Corporation Finance of the Commission has not provided the Company with any comments on any registration statement, report or other document filed with the Commission under the Securities Act or the Exchange Act. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“"GAAP”"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPGA AP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. KPMG LLP, which have certified certain financial statements of the Company and its consolidated subsidiaries included in the SEC Reports, are independent public accountants as required by the Securities Act, the Exchange Act and the respective rules and regulations of the Commission thereunder and are registered and in good standing with the Public the Company Accounting Oversight Board in accordance with the Sarbanes-Oxley Act of 2002. Excxxx xx xxxxxxsed as such in the SEC Reports, the Company is in compliance with all applicable material requirements of the Sarbanes-Oxley Act of 2002 and xxxxxxxxxx xxles and regulations promulgated by the Commission thereunder in effect as of the date of this Agreement. The Company does not have pending before the Commission any request for confidential treatment of information.
Appears in 1 contract
SEC Reports. The For the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material), the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) thereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus SupplementSupplement filed prior to the date hereof or prior to a Representation Date, as applicable, being collectively referred to herein as the “SEC Reports”) ), on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 1 contract
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) since October 26, 2022 (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 1 contract
Samples: The Market Offering Agreement (Cardio Diagnostics Holdings, Inc.)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company it under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included incorporated by reference in the SEC Reports Registration Statement, the Prospectus or the Incorporated Documents and any amendments thereof or supplements thereto comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 1 contract
SEC Reports. The Company has filed complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents required to be filed by the Company under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Appears in 1 contract
Samples: Market Offering Agreement (MAIA Biotechnology, Inc.)
SEC Reports. The Company has filed all reportsmade available to the Investor each registration statement, schedulesreport, forms, statements and other documents required to be proxy statement or information statement filed by the Company under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together it with the Prospectus SEC since January 1, 2004 in the form (including exhibits, annexes and any amendments thereto) filed with the Prospectus SupplementSEC (collectively, being collectively referred to herein as the “SEC Company Reports”). Except as set forth in Schedule 3(g) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As hereto, as of their respective dates, the SEC Company Reports complied as to form in all material respects with the applicable requirements of the Exchange Act and the Exchange Securities Act, as applicable, and none the Company Reports did not, at the time of the SEC Reportstheir filing, when filed, contained contain any untrue statement of a material fact or omitted 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 in which they were made, not misleading. The financial statements Company has heretofore made available to the Investor a complete and correct copy of all amendments or modifications to the Company Reports which the Company currently proposes to file with the SEC but have not yet been filed with the SEC. Each of the Company consolidated balance sheets included in or incorporated by reference into the SEC Company Reports comply in all material respects with applicable accounting requirements (including the related notes and schedules) fairly presents the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of its date and for each of the dates thereof and the results consolidated statements of operations and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents the results of operations or cash flows of the Company and its consolidated subsidiaries for the periods then ended, set forth therein (subject, in the case of unaudited statements, to normal, immaterial, the absence of notes and normal year-end audit adjustmentsadjustments that will not be material in amount or effect), in each case in accordance with United States generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as specifically noted therein.
Appears in 1 contract
Samples: Stock Purchase Agreement (Ultimate Electronics Inc)