SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed all required reports, schedules, statements and other documents required to be filed by it (collectively, including all exhibits thereto the "Company SEC Reports"). To the best of the Company's knowledge, none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), contained or will contain any untrue statement of a material fact or omitted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 to make the statements therein, in light of the circumstances under which they were made, not misleading. To the best of the Company's knowledge each of the financial statements (including the related notes) included in the Company SEC Reports presents fairly, 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 the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC Reports.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Kings Road Entertainment Inc), Stock Purchase Agreement (Kings Road Entertainment Inc)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock Common Stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best registered pursuant to Section 12(b) or 12(g) of the Coxxxxy's knowledgeSecurities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed all required reports, schedules, statements forms, statements, and other documents required to be filed by it (collectivelywith the SEC pursuant to the reporting requirements of the Exchange Act, including all exhibits thereto material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the "Company SEC Reports"). To The Company has delivered or made available to the best Investors true and complete copies of the Company's knowledgeSEC Reports. As of their respective filing dates, none the SEC Reports complied in all material respects with the requirements of the Company Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None of the SEC Reports, as at the time of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing)filings, 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 light of the circumstances under which they were made, not misleading. To the best All material contracts and other documents of the Company's knowledge each Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the financial statements (including the related notes) Company included in the Company SEC Reports presents fairly, complied as of their respective filing dates in all material respects, respects with applicable accounting requirements and the consolidated financial position published rules and consolidated results of operations and cash flows regulations of the Company and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth thereinSEC with respect thereto, all have been prepared in conformity accordance with United States generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) consistently applied on a consistent basis during the periods involved (except as otherwise noted thereinmay be indicated in the notes thereto), and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amountaudit adjustments). To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as As of the date of any amendment to the respective hereof, the Company SEC Report)has, complied as on a timely basis, made all filings required to form in all material respects be made by the Company with the applicable requirements of the 33 Act SEC and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as eligible to file a consolidated Subsidiary registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the Company in account of any person other than the financial reports of the Company included in the Company SEC ReportsCompany.
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 is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed all required reports, schedules, forms, statements and other documents required to be filed by it (collectivelyunder the Exchange Act, including all 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, and the "Registration Statements on Form S-1 filed 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 Shares and the Warrant Shares for resale on Form S-1 or which would prevent any Purchaser from using Rule 144 to resell any Securities). To As of their respective filing dates, or to the best extent corrected by a subsequent restatement, the SEC Reports complied in all material respects with the requirements of the Company's knowledgeSecurities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing)when filed, 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 light of the circumstances under which they were made, not misleading. To The Company has never been an issuer subject to Rule 144(i) under the best of the Company's knowledge each of the financial statements (including the related notes) included in the Company SEC Reports presents fairly, 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 the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC ReportsSecurities Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Progenity, Inc.), Securities Purchase Agreement (Progenity, Inc.)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed or furnished (as applicable) and made available to Parent all required forms, reports, schedules, statements and other documents documents, including any exhibits thereto, required to be filed or furnished (as applicable) by it the Company with the SEC since January 1, 2013 (collectively, including all exhibits thereto the "“Company SEC Reports"”). To The Company SEC Reports, including all forms, reports and documents filed or furnished (as applicable) by the best of Company with the Company's knowledgeSEC after the date hereof and prior to the Effective Time, none (i) were and, in the case of the Company SEC ReportsReports filed or furnished (as applicable) after the date hereof, will be, prepared in accordance with the applicable requirements of the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (the “Xxxx-Xxxxx Act”), as the case may be, and the rules and regulations thereunder, and (ii) except to the extent that information contained in any Company SEC Report has been revised, amended, modified or superseded prior to the date of their respective dates this Agreement by a later filed Company SEC Report, did not at the time they were filed or furnished (and, as applicable) (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), contained and in the case of such forms, reports and documents filed or furnished (as applicable) by the Company with the SEC after the date of this Agreement, will not as of the time they are filed or furnished (as applicable), contain any untrue statement of a material fact or omitted or will 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 light of the circumstances under which they were and will be made, not misleading. To the best None of the Subsidiaries of the Company is required to file or furnish (as applicable) any forms, reports, schedules, statements or other documents with the SEC. Since January 1, 2013, other than arising after the date hereof from or relating to the Merger or any of the other transactions contemplated by this Agreement, neither the Company nor any Subsidiary of the Company has received from the SEC or any other Governmental Authority, any written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC that (A) remain unresolved or (B) have been resolved but not publicly disclosed, or any notice from the SEC or other Governmental Authority that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Company's knowledge ’s Knowledge, there is not any investigation or review being conducted by the SEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act that are designed to ensure that all information required to be disclosed in the Company’s reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable each of the financial statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows principal executive officer of the Company and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim principal financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary officer of the Company is treated as a consolidated Subsidiary of to make the Company in certifications required under the financial reports of the Company included in the Company SEC ReportsExchange Act with respect to such reports.
Appears in 2 contracts
Samples: Merger Agreement (Entropic Communications Inc), Merger Agreement (Maxlinear Inc)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed all required reports, schedules, reports and proxy statements and other documents with the SEC required to be filed by it the Company since January 1, 2007 (collectivelyas such reports and statements may have been amended since the date of their filing, including all exhibits thereto the "“Company SEC Reports"”). To As of their respective filing dates or the best filing dates of the Company's knowledgeamendments, none of the Company SEC ReportsReports (i) complied in all material respects with, as of their respective dates (and, if amended or superseded by a filing prior to the date extent in effect at the time of this Agreementfiling, then on the date applicable requirements of such filing), contained or will the Securities Act and the Exchange Act and (ii) did not 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 light of the circumstances under which they were made, not misleading. To the best of the Company's knowledge each Each of the financial statements (including the related notes) of the Company included in the Company SEC Reports presents fairly, complied at the time it was filed as to form in all material respectsrespects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing, was prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates or thereof and the consolidated results of their operations and cash flows for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles then ended ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been adjustments). The Company has complied and are not expected to be material is in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form compliance in all material respects with the all applicable certification, internal control and other requirements and provisions of the 33 Xxxxxxxx-Xxxxx Act and the 34 Act of 2002 and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC Reports.
Appears in 2 contracts
Samples: Merger Agreement (Omrix Biopharmaceuticals, Inc.), Merger Agreement (Johnson & Johnson)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed all required reports, schedules, forms, statements and other documents required to be filed by it under the Act and the Securities Exchange Act of 1934, as amended (collectivelythe “Exchange Act”) since November 14, 2007, including all pursuant to Section 13(a), 13(c) or 15(d) thereof (the foregoing materials from and after November 14, 2007, including the exhibits thereto and documents incorporated by reference therein, 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. To the best As of the Company's knowledgedate of filing, in the case of SEC Reports filed pursuant to the Exchange Act (and to the extent such SEC Report was amended, then as of the date of filing of such amendment), and as of the date of effectiveness in the case of SEC Reports filed pursuant to the Act (and to the extent such SEC Report was amended, then as of the date of effectiveness of such amendment), the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, as applicable, and none of the Company SEC Reports, as of their respective dates the date of filing, in the case of SEC Reports filed pursuant to the Exchange Act (andand to the extent such SEC Report was amended, if amended or superseded by a filing prior then as to the date of this Agreementfiling of such amendment), then on and as of the date of effectiveness in the case of SEC Reports filed pursuant to the Act (and to the extent such filingSEC Report was amended, then as of the date of effectiveness of such amendment), 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. To the best of the Company's knowledge each of the financial statements (including the related notes) included in the Company SEC Reports presents fairly, 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 the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC Reports.
Appears in 2 contracts
Samples: Securities Purchase Agreement (China Natural Gas, Inc.), Securities Purchase Agreement (China Natural Gas, Inc.)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 ActFinancial Statements; Sarbanes-Oxley Act Compliance. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has Txx Xxxxxxx xas filed all required reports, schedules, statements and other documents reports required to be filed by it under the Securities Act of 1933, as amended (collectivelythe "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including all pursuant to Section 13(a) or Section 15(d) of the Exchange Act, for the three (3) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the exhibits thereto thereto, being collectively referred to herein as the "Company SEC Reports"). To As of their respective dates, the best SEC Reports complied in all material respects with the requirements of the Company's knowledgeSecurities Act and the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, as applicable, and none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing)when filed, 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 light of the circumstances under which they were made, not misleading. To Since January 1, 2004, the best staff of the Company's knowledge each 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 (including of the related notes) Company included in the Company SEC Reports presents fairly, comply in all material respects, respects with applicable accounting requirements and the consolidated financial position rules and consolidated results of operations and cash flows regulations of the Company and its consolidated Subsidiaries Commission with respect thereto as in effect at the time of the respective dates or for the respective periods set forth therein, all filing. Such financial statements have been prepared in conformity accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") consistently applied during ), 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 GA AP, 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 involved except as otherwise noted thereinthen ended, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal normal, immaterial, year-end adjustments that audit adjustments. KPMG LLP, which have not been and are not expected to be material in amount. To the best certified certain financial statements of the Company's knowledge all of such 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 their respective dates (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 amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements request for confidential treatment of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC Reportsinformation.
Appears in 1 contract
Samples: Senior Subordinated Secured Convertible Note and Warrant Purchase Agreement (Gse Systems Inc)
SEC Reports. The Company is a reporting corporation and is presently subject has timely filed with the SEC all Company SEC Reports required to have been filed on or after December 10, 2020. As of their respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the reporting requirements as provided by Section 13 and 15(d) of the 34 Securities Act of 1933 (the “Securities Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed all required reports, schedules, statements ”)) and other documents required to be filed by it (collectively, including all exhibits thereto the "Company SEC Reports"). To the best of the Company's knowledge, none of the Company SEC Reports, as of their respective filing dates (andin the case of all other Company SEC Reports), if amended or superseded and except to the extent corrected by a filing 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 this Agreementthe Exchange Act and the Securities Act, then on as the case may be, applicable to such Company SEC Report, (b) was prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act and other applicable Law and (c) did not, as of such respective dates, or if amended or restated prior to the date hereof, at the time of such filing)later amendment or restatement, 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 such statements were made, not misleading. To the best of the Company's knowledge each of the financial statements (including the related notes) included in the Company SEC Reports presents fairly, 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 the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as As of the date of any amendment this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunderReports. Each No Subsidiary of the Company is treated as a consolidated Subsidiary subject to the periodic reporting requirements of the Company in Exchange Act or is otherwise required to file any periodic forms, reports, schedules, statements or other documents with the financial reports of the Company included in the Company SEC ReportsSEC.
Appears in 1 contract
SEC Reports. The Company is a reporting corporation and is presently subject (i) Shine has delivered to the reporting Sellers, or there have been available by public means, (a) the Shine Financial Statements, (b) Shine’s S-1 Registration Statement (the “Registration Statement”), filed with the SEC as of September 20, 2005, Registration No. 333-127093 relating to its initial public offering of securities and (c) all other reports filed by Shine under the Securities and Exchange Act (the “Exchange Act”) (all of such reports, together with any amendments thereto and documents incorporated by reference therein, are referred to herein as the “SEC Reports”).
(ii) As of its filing date or, if applicable, its effective date, the Shine Financial Statements, Registration Statement and each SEC Report complied in all material respects with the requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed all required reports, schedules, statements and other documents required laws applicable to be filed by it (collectivelyShine, including all exhibits thereto the "Company Securities Act and the Exchange Act.
(iii) The Registration Statement and each SEC Reports"). To the best of the Company's knowledge, none of the Company SEC ReportsReport, as of their its respective filing dates (andand as of its effective date, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), contained or will did not contain any untrue statement of a material fact or omitted or will 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. To Shine has filed all reports under the best of the Company's knowledge each of the financial statements (including the related notes) included in the Company SEC Reports presents fairly, 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 the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments Exchange Act that have not been and are not expected were required to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and filed as of the date of any amendment hereof, and Shine and, to the respective extent applicable, Buyer, will have filed all such reports required to have been filed under the Company SEC Report)Exchange Act through the Closing, and Shine has otherwise materially complied as to form in with, and Shine and Buyer will comply and maintain compliance with all material respects with the applicable requirements of the 33 Securities Act and the 34 Exchange Act and up to the rules and regulations promulgated thereunder. Each Subsidiary date of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC ReportsClosing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Shine Media Acquisition Corp.)
SEC Reports. The Company is has previously made available to Purchaser a reporting corporation true, correct and is presently subject complete copy of each (a) Company Report filed with or furnished to the reporting requirements as provided SEC by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledgesince December 31, the Company has filed all required reports, schedules, statements 2018 and other documents required to be filed by it (collectively, including all exhibits thereto the "Company SEC Reports"). To the best of the Company's knowledge, none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date hereof (other than those Company Reports that are publicly available) and (b) communication mailed by the Company to its shareholders since January 1, 2019 and prior to the date hereof (other than those communications that are publicly available). No such Company Report and no such communication (whether or not publicly available), as of this Agreementthe date thereof (and, then in the case of registration statements and proxy statements, on the date dates of such filingeffectiveness and the dates of the relevant meetings, respectively), contained or will contain any untrue statement of a material fact or omitted or will omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not misleading. To the best of the Company's knowledge each of the financial statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries except that information filed or furnished as of a later date (but before the respective dates or for the respective periods set forth thereindate of this Agreement) shall be deemed to modify information as of an earlier date. Since January 1, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports2019, as of their respective dates (dates, all Company Reports filed or furnished under the Securities Act and as of the date of any amendment to the respective the Company SEC Report), Exchange Act complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the published rules and regulations promulgated thereunderof the SEC with respect thereto. Each Subsidiary No executive officer of the Company is treated as a consolidated Subsidiary has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act. As of the date of this Agreement, there are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the Company in Reports. “Company Reports” means each final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the financial reports of SEC by the Company included in since December 31, 2018 pursuant to the Company SEC ReportsSecurities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (TriState Capital Holdings, Inc.)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed with the SEC, and has heretofore made available to Buyer true and complete copies of, all required forms, reports, schedules, statements and other documents required to be filed with the SEC by it the Company since January 1, 1997 (collectivelytogether with all information incorporated therein by reference, including all exhibits thereto the "Company SEC Reports"). To the best No subsidiary of the Company's knowledgeCompany is required to file any form, report, schedule, statement or other document with the SEC. As of their respective dates, the Company SEC Reports complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to Reports at the date of this Agreement, then on the date of such filing), time they were filed 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 light of the circumstances under which they were made, not misleading. To the best of the Company's knowledge each of the The financial statements (including the related notes) included in the Company SEC Reports presents fairly, comply as to form in all material respects, respects with applicable accounting requirements and the consolidated financial position published rules and consolidated results of operations and cash flows regulations of the Company and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth thereinSEC with respect thereto, all have been prepared in conformity accordance with United States U.S. generally accepted accounting principles ("GAAP") consistently (except, in the case of unaudited statements, as permitted by forms or rules of the SEC) applied on a consistent basis during the periods involved (except as otherwise noted therein, may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of the unaudited interim financial statements, to the absence of notes normal and normal recurring year-end adjustments that have not been audit adjustments). Except as and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form extent set forth in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary Section 3.7 of the Company is treated as a consolidated Subsidiary of Disclosure Schedule, the Company and its subsidiaries do not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations which would not, individually or in the financial reports of the aggregate, have a Company included in the Company SEC ReportsMaterial Adverse Effect.
Appears in 1 contract
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed all required reports, schedules, statements and other documents reports required to be filed by it (collectivelyunder the Securities Act and the Exchange Act, including all pursuant to Section 13(a) or 15(d) thereof, for the twelve (12) months preceding the date hereof. Such reports (including the exhibits thereto and the "documents incorporated by reference therein) 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 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”. To the best of the Company's knowledge, none of the Company SEC Reports, as As of their respective dates (andor, if amended or superseded by a filing prior to the date of this AgreementClosing 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 and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed (or, if amended or superseded by a filing prior to the Closing Date, then on the date of such filing) by the Company or declared effective by the SEC, in the case of any registration statement filed pursuant to the Securities Act, 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. To the best The financial statements of the Company's knowledge each of the financial statements (including the related notes) Company included in the Company SEC Reports presents fairly, comply in all material respects, respects with applicable accounting requirements and the consolidated financial position rules and consolidated results of operations and cash flows regulations of the Company and its consolidated Subsidiaries SEC with respect thereto as in effect at the time of filing (or, if amended or superseded by a filing prior to the respective dates or for Closing Date, then on the respective periods set forth therein, all date of such filing). Such financial statements have been prepared in conformity 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 noted thereinspecified in such financial statements, the notes thereto and except that unaudited financial statements may not contain all 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 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 the absence of notes and normal normal, year-end adjustments that have not been and are not expected audit adjustments. All material agreements to be material in amount. To which the best Company or any Subsidiary is a party or to which the property or assets of the Company's knowledge all Company or any Subsidiary are subject are included as part of such Company or identified in the SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as extent such agreements are required to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and be included or identified pursuant to the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC ReportsSEC.
Appears in 1 contract
Samples: Securities Purchase Agreement (Alimera Sciences Inc)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d(a) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledgeSince January 1, 2002, the Company has filed in a timely manner with the Securities and Exchange Commission (the “SEC”) all required reports, schedules, statements and other documents reports (“SEC Reports”) required to be filed by it under the Securities Exchange Act of 1934, as amended (collectivelythe “Exchange Act”). All of the SEC Reports filed by the Company comply in all material respects with the requirements of the Exchange Act or the Securities Act, including all exhibits thereto as the "Company case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Reports"). To the best None of the Company's knowledge, none of the Company SEC ReportsReports contains, as of their the respective dates (andthereof, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), contained or will contain any untrue statement of a material fact or omitted or will omit omits to state a any material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances under which they were made, not misleading. To All financial statements contained in the best SEC Reports have been prepared in accordance with generally accepted accounting principles consistently applied throughout the period indicated (“GAAP”). Each balance sheet is in accordance with the books and records of the Company's knowledge each Company and presents fairly in accordance with GAAP the financial position of the financial statements (including Company as of the related notes) included date of such balance sheet, and each statement of operations, of stockholders’ equity and of cash flows is in accordance with the books and records of the Company SEC Reports and presents fairly, fairly in all material respectsaccordance with GAAP the results of operations, the consolidated financial position stockholders’ equity and consolidated results of operations and the cash flows of the Company and its consolidated Subsidiaries as of the respective dates or for the respective periods then ended. Except as set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of financial statements included in the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, the Company has no material liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to October 1, 2002.
(b) The Company has delivered to the Purchasers the following SEC Reports:
(i) the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (without exhibits);
(ii) the Company’s Proxy Statement for the 2002 Annual Meeting of Stockholders;
(iii) the Company’s quarterly Report on Form 10-Q for the quarter ended March 31, 2002;
(iv) the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002;
(v) the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002; and
(vi) the Company’s Current Report on Form 8-K, as filed January 30, 2003.
(c) No event has occurred since January 1, 2002, requiring the filing of their respective dates an SEC Report that has not heretofore been filed and furnished to the Purchasers (and as of the date of including, without limitation, any amendment to the respective the Company any such SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC Reports.
Appears in 1 contract
Samples: Stock Purchase Agreement (Onyx Pharmaceuticals Inc)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company NSC has timely filed all required reports, schedules, forms, statements and other documents required to be filed by it (collectivelyincluding exhibits and all other information incorporated therein) under the Securities Act of 1933, including all exhibits thereto as amended (the "Company SEC ReportsSecurities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"). To , with the best of the Company's knowledgeSEC between January 1, none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to 1996 and the date of this AgreementAgreement (as such reports, then on schedules, forms, statements and documents have been amended since the time of their filing, collectively the "SEC Documents"). As of their respective dates, or if amended, as of the date of the last such filing)amendment, the SEC Documents complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents when filed, or as amended, 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 light of the circumstances under which they were made, not misleading. To the best of the Company's knowledge each of the The financial statements (including the related notes) of NSC included in the Company SEC Reports presents fairlyDocuments comply as to form, as of their respective dates of filing with the SEC, in all material respects, respects with applicable accounting requirements and the consolidated financial position published rules and consolidated results of operations and cash flows regulations of the Company and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth thereinSEC with respect thereto, all have been prepared in conformity accordance with United States generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) consistently applied on a consistent basis during the periods involved (except as otherwise noted thereinmay be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of NSC and its consolidated subsidiaries as of the dates thereof and the consolidated statement of earnings, cash flows and stockholders' equity for the periods then ended (subject, in the case of the unaudited interim financial statements, to the absence of notes and normal recurring year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Reportaudit adjustments), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC Reports.
Appears in 1 contract
Samples: Merger Agreement (NSC Corp)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed all required reports, schedules, forms, statements and other documents required to be filed by it (collectivelythe Company under the Securities Act and the Exchange Act, including all 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 thereto, documents incorporated by reference therein, 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. To As of their respective dates, the best SEC Reports complied in all material respects with the requirements of the Company's knowledgeSecurities Act and the Exchange Act, as applicable, and none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing)when filed, 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. To the best The financial statements of the Company's knowledge each of the financial statements (including the related notes) Company included in the Company SEC Reports presents fairly, comply in all material respectsrespects 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 consolidated 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 and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates or and for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during dates thereof and the results of operations and cash flows for the periods involved except as otherwise noted thereinthen ended, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal normal, year-end adjustments that have not been and are not expected to be material in amountaudit adjustments. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment Without prejudice to the respective generality of anything contained herein, all the Company SEC Report), complied as to form operating information and data included in the General Disclosure Package and the Prospectus were true and accurate in all material respects with the applicable requirements as of the 33 Act respective issue date and will be true and accurate in all material respects on the 34 Act Closing Date. Any statistical, industry-related and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company market-related data included in the General Disclosure Package and the Prospectus are based on or derived from sources that the Company SEC Reportsbelieves to be reliable and accurate, and the Company has obtained written consent for the use of such data from such sources to the extent required.
Appears in 1 contract
Samples: Securities Purchase Agreement (Nova Lifestyle, Inc.)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed all required reports, schedules, statements and other documents reports required to be filed by it (collectivelyunder the 1933 Act and the 1934 Act, including all exhibits thereto 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 to file such reports) (the foregoing 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. To As of their respective dates, the best SEC Reports complied in all material respects with the requirements of the Company's knowledge1933 Act and the 1934 Act and the rules and regulations of the SEC promulgated thereunder, and none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing)when filed, 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. To The Registration Statement and any prospectus included therein, including the best Prospectus and the Prospectus Supplement, complied in all material respects with the requirements of the Company's knowledge each 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 (including of the related notes) Company included in the Company SEC Reports presents fairly, comply in all material respectsrespects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with 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 consolidated notes thereto, and fairly present in all material respects the financial position and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates or and for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during dates thereof and the results of operations and cash flows for the periods involved except as otherwise noted thereinthen ended, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal normal, immaterial, year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC Reportsaudit adjustments.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cell Therapeutics Inc)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledgeSince August 1, the Company 2009, Purchaser has filed with the Securities and Exchange Commission (the “SEC”) all required reports, schedules, statements forms, statements, amendments and other documents required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d), or the Securities Act thereof (collectively, including all exhibits thereto the "Company “SEC Reports"”). To the best As of the Company's knowledgetheir respective dates, none of the Company SEC Reportsor, if amended, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing)amendment, contained the SEC Reports complied in all material respects with the requirements of the Exchange Act or will the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. As of their respective dates, or, if amended, as of the date of such amendment, the SEC Reports did not 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 light of the circumstances under which they were made, not misleading. To the best of the Company's knowledge each of the The financial statements (including the related notes) included in the Company SEC Reports presents fairly, 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 the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied comply as to form in all material respects with the applicable accounting requirements of the 33 Act and the 34 Act and the published rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated SEC with respect thereto in effect at the time of filing, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as a consolidated Subsidiary permitted by Form 10-Q of the Company SEC) applied on a basis consistent with the historical practices of Purchaser during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial reports position of Purchaser and its consolidated subsidiaries as of the Company included dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the Company case of unaudited statements, to normal and recurring year-end audit adjustments and the absence of footnotes otherwise required under GAAP). Purchaser does not have pending before the SEC Reportsany request for confidential treatment of information. Purchaser is not an issuer identified in Rule 144(i)(1) under the Securities Act.
Appears in 1 contract
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company XRG has filed all required reports, schedules, statements forms, statements, and other documents required to be filed by it with the Securities and Exchange Commission (collectively, including all exhibits thereto the "Company SEC ReportsSEC"). To the best In particular, but without limitation of the Company's knowledge, none generality of the Company SEC Reportsforegoing, as of their respective dates (andXRG has filed with the SEC, if amended or superseded by a filing prior and has heretofore made available to the date Sellers, true and complete copies of this AgreementXRG's most recent annual report on Form 10-KSB, then most recent quarterly report on Form 10-QSB, and most recent Form 8-K. These reports, at the date of such filing)time filed, contained or will (a) did not 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 light of the circumstances under which they were made, not misleading. To the best of the Company's knowledge each of the financial statements (including the related notes) included in the Company SEC Reports presents fairly, 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 the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), b) complied as to form in all material respects with the applicable requirements of the 33 Securities Act of 1933 and the 34 Securities Exchange Act of 1934, as applicable, and the applicable rules and regulations promulgated of the SEC thereunder. Each Subsidiary No independent auditors' report included with the audited financial statements of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company XRG included in the Company SEC Reportsreports referenced above (the "Audited Financial Statements") has been revoked or qualified in any manner since its date. XRG has not, since March 31, 2003, made any material change in the accounting practices or policies applied in the preparation of the Audited Financial Statements. The books and records of XRG have been, and are being, maintained in all material respects in accordance with GAAP. The management of XRG has (i) designed disclosure controls and procedures to ensure that material information relating to XRG, including its consolidated subsidiaries, is made known to the management of XRG by others within XRG and (ii) has disclosed, based on its most recent evaluation, to XRG's auditors and the audit committee of the Board (A) all significant deficiencies in the design or operation of internal controls which could adversely affect XRG's ability to record, process, summarize and report financial data and have identified for XRG's auditors any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in XRG's internal controls.
Appears in 1 contract
Samples: Merger Agreement (XRG Inc)
SEC Reports. (a) The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed all required reports, schedules, statements and other documents reports required to be filed by it under the Securities Act and the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") for the two years preceding the date hereof (collectively, including all exhibits thereto the "Company SEC ReportsREPORTS")) on a timely basis or has received a valid extension of such time for filing and has filed any such SEC Reports prior to the expiration of such extension. To the best of the Company's knowledge, none of the Company SEC Reports, as As of their respective dates dates, the SEC Reports complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Securities and Exchange Commission (and"SEC") thereunder applicable to such reports and registration statements. As of their respective dates, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), contained or will SEC Reports did not 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 to make the statements therein, in light of the circumstances under which they were were, or will be, made, not misleading. To the best .
(b) The audited consolidated financial statements and unaudited interim financial statements of the Company's knowledge each of the financial statements (including the related notes) Company included in the Company SEC Reports presents comply as to form in all material respects with applicable accounting requirements of the Securities Act or the Exchange Act, as applicable, and with the published rules and regulations of the SEC with respect thereto. The financial statements and the condensed financial statements, as applicable, included in the SEC Reports (i) have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto), (ii) present fairly, 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 the respective dates or thereof and the results of their operations and cash flows for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and then ended subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end audit adjustments and the fact that certain information and notes have not been and are not expected to be material condensed or omitted in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects accordance with the applicable requirements of the 33 Act and the 34 Exchange Act and the rules and regulations promulgated thereunder. Each Subsidiary , and (iii) are in all material respects in agreement with the books and records of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC Reportsand its Subsidiaries.
Appears in 1 contract
Samples: Securities Purchase Agreement (Neotherapeutics Inc)
SEC Reports. The Company is Unique has made available to Invacare a reporting corporation true and is presently subject to complete copy of each report, schedule, registration statement and definitive proxy statement filed by Unique with the reporting requirements Securities and Exchange Commission ("Commission") since October 31, 1992 (as provided by Section 13 and 15(d) such documents have since the time of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledgetheir filing been amended, the Company has filed all required reports, schedules, statements and other documents required to be filed by it (collectively, including all exhibits thereto the "Company SEC Reports")) which are all the documents (other than preliminary material) that Unique was required to file with the Commission since such date. To As of their respective dates, the best SEC Reports complied in all material respects with the requirements of the Company's knowledgeSecurities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to the SEC Reports, and none of the Company SEC ReportsReports contained, as of their the respective dates (andthereof, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such 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 to make the statements therein, in light of the circumstances under which they were made, not misleading. To the best of the Company's knowledge each of the The financial statements (including the related notes) of Unique included in the Company SEC Reports presents fairlycomplied, 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 the respective dates or for thereof, as to form in all material respects with applicable accounting requirements and with the respective periods set forth thereinpublished rules and regulations of the Commission with respect thereto, all and have been prepared in conformity accordance with United States generally accepted accounting principles ("GAAP") consistently as of the respective dates thereof, applied on a consistent basis during the periods involved (except as otherwise noted thereinmay be indicated in the notes thereto, or in the case of the unaudited statements, as permitted by Form 1 0-Q) and fairly present (subject, in the case of the unaudited interim financial statementsstatement, to normal, recurring adjustments) the absence financial position of notes Unique as at the dates thereof and normal year-end adjustments that have not been the results of its operations and are not expected to be material cash flows (or changes in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment financial position prior to the respective approval of FASB 95) for the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC Reportsperiods then ended.
Appears in 1 contract
SEC Reports. The Company is Seller Financial Statements. Seller has made available to Purchaser or its counsel through EXXXX a reporting corporation true and is presently subject complete copy of each statement, report, registration statement (with the prospectus in the form filed pursuant to the reporting requirements as provided by Section 13 and 15(dRule 424(b) of the 34 Securities Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge), the Company has filed all required reportsdefinitive proxy statement, schedules, statements and other filing filed with the SEC by Seller since January 1, 2000, and, prior to the Closing, Seller will have made available to Purchaser or its counsel through EXXXX true and complete copies of any additional documents required filed with the SEC by Seller prior to be filed by it the Closing Date (collectively, including all exhibits thereto the "Company Seller SEC ReportsDocuments"). To the best As of the Company's knowledgetheir respective filing dates, none of the Company Seller SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), Documents 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 to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed Seller SEC Document prior to the date hereof. To the best of the Company's knowledge each of the The financial statements (of Seller, including the related notes) notes thereto, included in the Company Seller SEC Reports presents fairly, in all material respects, Documents (the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAPSeller Financial Statements") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with applicable accounting requirements and with the applicable requirements of the 33 Act and the 34 Act and the published rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated SEC with respect thereto as of their respective dates, and have been prepared in accordance with generally accepted accounting principles applied on a consolidated Subsidiary basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto or, in the case of unaudited statements included in Quarterly Reports on Form 10-Q, as permitted by Form 10-Q of the Company SEC). The Seller Financial Statements fairly present the consolidated financial condition and operating results of Seller and its subsidiaries at the dates and during the periods indicated therein (subject, in the financial reports case of the Company included unaudited statements, to normal, recurring year-end adjustments). There has been no change in Seller's accounting policies except as described in the Company SEC Reportsnotes to the Seller Financial Statements.
Appears in 1 contract
Samples: Asset Purchase Agreement (Applied Microsystems Corp /Wa/)
SEC Reports. (a) The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has timely filed all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC since January 1, 2004 (collectively, including all exhibits thereto the "“Company SEC Reports"”). To , all of which, at the best time of filing thereof (except as and to the extent such Company SEC Report has been modified or superseded in any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement) complied in all material respects with all applicable requirements of the Company's knowledgeExchange Act, none the Securities Act, the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) and the rules and regulations promulgated thereunder (the “Securities Laws”) applicable to such Company SEC Reports, as . As of their respective dates (and, if amended except as and to the extent modified or superseded by a filing in any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, then on in the case of Company SEC Reports filed prior to the date hereof, or prior to the Effective Time, in the case of such filingsubsequently-filed Company SEC Reports), contained none of the Company SEC Reports at the time of filing contained, nor will any report, schedule, form, statement or will contain other document filed by the Company after the date hereof and prior to the Effective Time contain, any untrue statement of a material fact or omitted omitted, or will omit omit, to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the best Each of the Company's knowledge each consolidated financial statements of the financial statements (including the related notes) Company included or incorporated by reference in the Company SEC Reports presents fairlycomplied, or will comply if filed after the date hereof, in all material respects, respects with applicable accounting requirements and the consolidated financial position published rules and consolidated results of operations and cash flows regulations of the Company and its consolidated Subsidiaries as of SEC with respect thereto, have been, or will be if filed after the respective dates or for the respective periods set forth thereindate hereof, all prepared in conformity accordance with United States generally accepted accounting principles GAAP ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subjectexcept, in the case of the unaudited interim financial statements, as permitted by the applicable rules and regulations of the SEC and subject to the absence of notes and normal year-year end audit adjustments that have which would not been and are not expected to be material in amount. To amount or effect) applied on a consistent basis during the best of periods involved (except as may be indicated in the Company's knowledge all of such Company SEC Reportsnotes thereto) and fairly presented, as of their respective dates (and as of or will fairly present if filed after the date of any amendment to the respective the Company SEC Report)hereof, complied as to form in all material respects accordance with the applicable requirements of the 33 Act GAAP and the 34 Act and the applicable rules and regulations promulgated thereunder. Each Subsidiary of the SEC, the assets, liabilities and the consolidated financial position of the Company is treated and the Company Subsidiaries taken as a whole, as of the dates thereof and the consolidated results of operations, stockholders’ equity and cash flows for the periods then ended (except, in the case of unaudited statements, as permitted by Form 10-Q under the Exchange Act, which are subject to normal, recurring adjustments, none of which are material). As of the date hereof, no Company Subsidiary (including the Operating Partnership) is subject to the periodic reporting requirements of the Exchange Act.
(b) There are no liabilities of the Company or any of the Company Subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute or determined other than (i) liabilities disclosed in or reserved against or provided for on the face of the audited balance sheet (or disclosed in the notes thereto) in the most recent consolidated financial reports statements of the Company included in the Company SEC ReportsReports filed prior to the date hereof (the “Balance Sheet”), (ii) liabilities incurred on behalf of the Company or any Company Subsidiary in connection with the transactions contemplated by this Agreement and (iii) liabilities incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet and as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect.
(c) The management of the Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including the consolidated Company Subsidiaries, is made known to the management of the Company, and (ii) has disclosed, based on its most recent evaluation, to the Company’s outside auditors and the audit committee of the Company Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud or allegation of fraud whether or not material, that involves management or other employees who have a significant role in the Company’s or any of the Company’s Subsidiaries’ internal controls over financial reporting.
(d) The Company has not identified any material weaknesses in the design or operation of the Company’s internal control over financial reporting. To the knowledge of the Company, there is no reason to believe that its auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of SOX when next due.
Appears in 1 contract
SEC Reports. The Company is a reporting corporation and is presently subject to Parent, since the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledgeinitial public offering, the Company has timely filed all required forms, reports, schedules, statements statements, registration statements, prospectuses and other documents required to be filed or furnished by it Parent with the SEC under the Securities Act of 1933, as amended (collectivelythe “Securities Act”) and/or the Securities Exchange Act of 1934, including as amended (the “Exchange Act”), together with any amendments, restatements or supplements thereto (all exhibits thereto such filing, the "Company “SEC Reports"”). To The SEC Reports (x) were prepared in all material respects in accordance with the best requirements of the Company's knowledgeSecurities Act and the Exchange Act, none of as the Company SEC Reportscase may be, and the rules and regulations thereunder and (y) did not, as of their respective effective dates (and, if amended or superseded by a filing prior in the case of SEC Reports that are registration statements filed pursuant to the date requirements of this Agreement, then on the date Securities Act) and at the time they were filed with the SEC (in the case of such filing), contained or will all other SEC Reports) 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 made therein, in the light of the circumstances under which they were made, not misleading. To the best of the Company's knowledge each of the financial statements (including the related notes) included in the Company SEC Reports presents fairly, 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 the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as As of the date hereof, there are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to Parent or the SEC Reports. As of the date hereof, (i) none of the SEC Reports is the subject of ongoing SEC review or outstanding SEC comments and (ii) neither the SEC nor any other governmental authority is conducting any investigation or review of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC Reports.
Appears in 1 contract
Samples: Asset Purchase Agreement (Greenrose Acquisition Corp.)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed or furnished all required reportsforms, schedules, statements reports and other documents with the SEC that have been required to be filed or furnished by it under applicable Laws since January 1, 2006 and prior to the date hereof (collectivelyall such forms, including all exhibits thereto reports and documents, the "“Company SEC Reports"”). To the best Except as set forth in Section 2.7(a) of the Company's knowledge, none of the Company SEC ReportsDisclosure Schedule, as of their respective effective dates (andin the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Reports), each Company SEC Report complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date such Company SEC Report was filed. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreementfiling, then on the date of such amended or superseding filing), contained each Company SEC Report (as amended or will superseded by a subsequently filed Company SEC Report, if applicable) did not contain any untrue statement of a material fact or omitted or will 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. To the best None of the Company's knowledge each ’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the financial statements (including Company has failed to make the related notes) included certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports presents fairly, Reports. Except as set forth in all material respects, the consolidated financial position and consolidated results of operations and cash flows Section 2.7(b) of the Company and its consolidated Subsidiaries as Disclosure Schedule, there are no outstanding written comments from the SEC with respect to any of the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC Reports.
Appears in 1 contract
SEC Reports. (a) The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(dParent (i) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has timely filed or furnished all required reports, schedulesregistration statements, statements proxy statements, prospectuses, and other documents materials, together with any amendments required to be made with respect thereto, that it was required to file with or furnish to the Commission pursuant to the Securities Act or the Exchange Act since January 1, 2017, and all such reports, registration statements, proxy statements, prospectuses, other materials, and amendments have complied in all material respects with all legal requirements relating thereto, and (ii) has paid all fees and assessments due and payable in connection therewith.
(b) An accurate and complete copy of each final registration statement, prospectus, report, schedule, and definitive proxy statement filed with or furnished to the SEC by it (collectivelythe Parent pursuant to the Securities Act or the Exchange Act since January 1, including all exhibits thereto the "Company SEC Reports"). To the best of the Company's knowledge, none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing 2017 and prior to the date of this AgreementAgreement (the “Parent SEC Reports”) is publicly available. No Parent SEC Report, then at the time filed, furnished, or communicated (and, in the case of registration statements and proxy statements, on the date dates of such filingeffectiveness and the dates of the relevant meetings, respectively), and considering all amendments to any Parent SEC Report filed prior to the date hereof, contained or will contain any untrue statement of a material fact or omitted or will omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. To the best of the Company's knowledge each of the financial statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries except that information filed as of a later date (but before the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP"date of this Agreement) consistently applied during the periods involved except shall be deemed to modify information as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amountan earlier date. To the best of the Company's knowledge all of such Company SEC Reports, as As of their respective dates (and as dates, all of the date of any amendment to the respective the Company Parent SEC Report), Reports complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the published rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary Commission with respect thereto. No executive officer of the Company Parent has failed in any respect to make the financial reports certifications required of him or her under Section 302 or 906 of the Company included in the Company SEC ReportsSxxxxxxx-Xxxxx Act.
Appears in 1 contract
Samples: Merger Agreement (nFusz, Inc.)
SEC Reports. The Company is Sellers have filed or furnished, as applicable, on a reporting corporation timely basis, all forms, statements, certifications, reports and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed all required reports, schedules, statements and other documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act on or after December 31, 2011 (collectivelythe forms, statements, certifications, reports and documents filed or furnished since such date and those filed or furnished subsequent to the date hereof, including all exhibits thereto any amendments thereto, the "Company “SEC Reports"”). To the best Each of the Company's knowledge, none SEC Reports complied as to form in all material respects with the applicable requirements of the Company Securities Act and the Exchange Act, and any rules and regulations promulgated thereunder applicable to the SEC Reports, as . As of their respective dates (anddates, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), contained or will SEC Reports did not 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 to make the statements made therein, in light of the circumstances under in which they were made, not misleading. To the best Except as set forth on Schedule 5.14, as of the Company's knowledge each date of this Agreement, there are no material outstanding or unresolved comments received from the SEC with respect to any of the financial statements (including SEC Reports. The consolidated inventory of the related notes) included Sellers set forth in the Company SEC Reports was stated therein in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) and presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows inventory of the Company and its consolidated Subsidiaries Sellers as of the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles thereof ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal period end adjustments). Reserves for markdowns, shortage, salvage, lower of cost or market, obsolete, excess, damaged or otherwise unsaleable and unusable inventory have been reflected in the absence SEC Reports in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and in the case of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reportsunaudited quarterly financial statements, as of their respective dates (and as of permitted by Form 10-Q under the date of any amendment to the respective the Company SEC ReportExchange Act), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC Reports.
Appears in 1 contract
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has timely filed all required reports, schedules, statements forms, statements, and other documents required to be with the SEC since January 1, 1997 (together with other documents that revise or supersede earlier filed by it (collectivelydocuments, including all exhibits thereto the "Company SEC Reports"). To The Company has delivered or made available to the best Investors true and complete copies of the Company's knowledge, none of the Company SEC Reports, as . As of their respective dates filing dates, the SEC Reports complied in all respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing"Exchange Act"), and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None of the SEC Reports 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 light of the circumstances under which they were made, not misleading. To the best The financial statements of the Company's knowledge each of the financial statements (including the related notes) Company included in the Company SEC Reports presents fairly, complied as of their respective filing dates in all material respects, respects with applicable accounting requirements and the consolidated financial position published rules and consolidated results of operations and cash flows regulations of the Company and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth thereinSEC with respect thereto, all have been prepared in conformity accordance with United States generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) consistently applied on a consistent basis during the periods involved (except as otherwise noted thereinmay be indicated in the notes thereto), and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amountaudit adjustments). To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as As of the date of any amendment to the respective hereof, the Company SEC Report)has, complied as on a timely basis, made all filings required to form in all material respects be made by the Company with the applicable requirements of the 33 Act SEC and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as eligible to file a consolidated Subsidiary registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the Company in account of any person other than the financial reports of the Company included in the Company SEC ReportsCompany.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Westcliff Capital Management LLC/Ca)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of Except for the Company is presently quoted on Proxy Statement and the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledgeother Transaction Filings (which are addressed in Section 3.10), the Company has timely filed with the SEC (subject to any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all required reports, schedules, statements and other documents Company SEC Reports required to be filed by it (collectivelyon or after January 1, including all exhibits thereto the "Company SEC Reports")2014. To the best As of the Company's knowledge, none date of the Company SEC Reports, as of their respective dates filing (andor, if amended amended, restated or superseded by a filing prior to the date of this Agreement, then on the date as of such filinglater date), contained or will the Company SEC Reports (a) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and other applicable Law and (b) did not 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 such statements were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of the Exchange Act or is otherwise required to file or furnish any forms, reports, schedules, statements or other documents with the SEC. The Company has made available to Parent true and complete copies of all material correspondence between the SEC, on the one hand, and the Company or any of its Subsidiaries, on the other hand, occurring between January 1, 2014 and the date of this Agreement. As of the date of this Agreement, there are no outstanding or unresolved comments from the SEC staff with respect to any Company SEC Report. To the best Knowledge of the Company's knowledge each of the financial statements (including the related notes) included in the Company SEC Reports presents fairly, 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 the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the this Agreement, no Company SEC Report), complied as to form in all material respects with Report is the applicable requirements subject of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company ongoing SEC Reportsreview or outstanding SEC comment or investigation.
Appears in 1 contract
Samples: Agreement and Plan of Merger
SEC Reports. (a) The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has timely filed all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC since its inception (collectively, including all exhibits thereto the "“Company SEC Reports"”). To , all of which, at the best time of filing thereof (except as and to the extent such Company SEC Report has been modified or superseded in any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement) complied in all material respects with all applicable requirements of the Company's knowledgeExchange Act, none the Securities Act, the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) and the rules and regulations promulgated thereunder applicable to such Company SEC Reports, as . As of their respective dates (and, if amended except as and to the extent modified or superseded by a filing in any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, then on in the case of Company SEC Reports filed prior to the date hereof, or prior to the Effective Time, in the case of such filingsubsequently-filed Company SEC Reports), contained none of the Company SEC Reports at the time of filing contained, nor will any report, schedule, form, statement or will contain other document filed by the Company with the SEC after the date hereof and prior to the Effective Time contain, any untrue statement of a material fact or omitted omitted, or will omit omit, to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the best Each of the Company's knowledge each consolidated financial statements of the financial statements (including the related notes) Company included or incorporated by reference in the Company SEC Reports presents fairlycomplied, or will comply if filed after the date hereof and prior to the Effective Time, in all material respects, respects with applicable accounting requirements and the consolidated financial position published rules and consolidated results of operations and cash flows regulations of the Company and its consolidated Subsidiaries as of SEC with respect thereto, have been, or will be if filed after the respective dates or for the respective periods set forth thereindate hereof, all prepared in conformity accordance with United States generally accepted accounting principles GAAP ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subjectexcept, in the case of the unaudited interim financial statements, as permitted by the applicable rules and regulations of the SEC and subject to the absence of notes and normal year-year end audit adjustments that have which would not been and are not expected to be material in amount. To amount or effect) applied on a consistent basis during the best of periods involved (except as may be indicated in the Company's knowledge all of such Company SEC Reportsnotes thereto) and fairly presented, as of their respective dates (and as of or will fairly present if filed after the date of any amendment to the respective the Company SEC Report)hereof, complied as to form in all material respects accordance with the applicable requirements of the 33 Act GAAP and the 34 Act and the applicable rules and regulations promulgated thereunder. Each Subsidiary of the SEC, the assets, liabilities and the consolidated financial position of the Company is treated and the Company Subsidiaries taken as a whole, as of the dates thereof and the consolidated results of operations, stockholders’ equity and cash flows for the periods then ended (except, in the case of unaudited statements, as permitted by Form 10-Q under the Exchange Act, which are subject to normal, recurring adjustments, none of which are material). No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act.
(b) There are no liabilities of the Company or any of the Company Subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute or determined other than (i) liabilities disclosed in or reserved against or provided for on the face of the unaudited balance sheet in the most recent consolidated financial reports statements of the Company included in the Company SEC ReportsReports filed prior to the date hereof (the “Balance Sheet”) or reasonably apparent from the notes thereto, (ii) liabilities incurred on behalf of the Company or any Company Subsidiary in connection with the transactions contemplated by this Agreement, and (iii) liabilities incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet and which would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect.
(c) The management of the Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including the consolidated Company Subsidiaries, is made known to the management of the Company, and (ii) the Company’s management has disclosed, based on its most recent evaluation, to the Company’s outside auditors and the audit committee of the Board of Directors (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud or allegation of fraud whether or not material, that involves management or other employees who have a significant role in the Company’s or any of the Company’s Subsidiaries’ internal controls over financial reporting.
(d) The Company has not identified any material weaknesses in the design or operation of the Company’s internal control over financial reporting. To the knowledge of the Company, there is no reason to believe that its auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of SOX when next due.
(e) There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply in all material respects with any provision of SOX applicable to them and the rules and regulations promulgated in connection therewith.
Appears in 1 contract
SEC Reports. The Company is a reporting corporation and is presently subject to Except for the reporting requirements as provided by Section 13 and 15(d) of Form 10-Q for the 34 Act. The common stock of quarter ended March 31, 2024, filed with the Company is presently quoted Commission on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledgeJune 11, 2024, the Company has filed all required reports, schedules, forms, statements and other documents required to be filed by it (collectivelythe Company under the Act and the Exchange Act, including all 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 "Company 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. To As of their respective dates, the best SEC Reports complied in all material respects with the requirements of the Company's knowledgeAct and the Exchange Act, as applicable, and none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing)when filed, 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 light of the circumstances under which they were made, not misleading. To the best The financial statements of the Company's knowledge each of the financial statements (including the related notes) Company included in the Company SEC Reports presents fairly, comply in all material respectsrespects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing, except to the extent restated as set forth in Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2023. 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 consolidated Base Prospectus, any Prospectus Supplement or the Prospectus. Such financial statements, as restated, 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 and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates or and for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during dates thereof and the results of operations and cash flows for the periods involved except as otherwise noted thereinthen ended, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal normal, immaterial, year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC Reportsaudit adjustments.
Appears in 1 contract
Samples: At the Market Offering Agreement (BioRestorative Therapies, Inc.)
SEC Reports. The Company is a reporting corporation and is presently subject has complied in all material respects with requirements to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed file all required reports, schedules, forms, statements and other documents required to be filed by it (collectivelythe Company under the Act and the Exchange Act, including all 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 "Company 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. To As of their respective dates, the best SEC Reports complied in all material respects with the requirements of the Company's knowledgeAct and the Exchange Act, as applicable, and none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing)when filed, 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. To the best The financial statements of the Company's knowledge each of the financial statements (including the related notes) Company included in the Company SEC Reports presents fairly, comply in all material respectsrespects 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 such financial statements have been amended or corrected in a subsequent filing. Such financial statements have been prepared in accordance with International Financial Reporting Standards, as promulgated by the consolidated International Accounting Standards Board (“IFRS”), applied on a consistent basis during the periods 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 IFRS, and fairly present in all material respects the financial position and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates or and for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during dates thereof and the results of operations and cash flows for the periods involved except as otherwise noted thereinthen ended, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal normal, immaterial, year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC Reportsaudit adjustments.
Appears in 1 contract
Samples: At the Market Offering Agreement (Arqit Quantum Inc.)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company Purchaser has filed all required reportsforms, schedules, statements reports and other documents required to be filed by it with the SEC since October 9, 2007 (collectively, including all exhibits thereto the "Company “SEC Reports"”). To Except as set forth on the best Purchaser Disclosure Schedule, the SEC Reports (i) were prepared in all material respects in accordance with the requirements of the Company's knowledge, none of Securities Act or the Company SEC ReportsExchange Act, as of their respective dates the case may be, and (and, if amended or superseded by a filing prior to ii) did not at the date of this Agreement, then on the date of such filing), contained or will time they were filed 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 made therein, in the light of the circumstances under which they were made, not misleading. To Except as set forth on the best Purchaser Disclosure Schedule, each of the Company's knowledge each balance sheets (including the related notes) included in the SEC Reports presents fairly in all material respects the consolidated financial position of Purchaser as of the respective dates thereof, and the other related financial statements (including the related notes) included therein presented fairly in all material respects the consolidated results of operations and changes in financial position of Purchaser for the respective periods indicated, except, in the case of interim financial statements, for year-end audit adjustments, consisting only of normal recurring accruals. Each of the financial statements (including the related notes) included in the Company SEC Reports presents fairlyhas been prepared in accordance with GAAP, in all material respectsconsistently applied, the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subjecttherein or, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with permitted by the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC ReportsSEC.
Appears in 1 contract
Samples: Stock Purchase Agreement (Inter-Atlantic Financial, Inc.)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements Except as provided by set forth on Section 13 and 15(d) of the 34 Act. The common stock 3.6 of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledgeDisclosure Schedule, the Company has filed all required reportsforms, schedules, statements reports and other documents required to be filed by it with the SEC at any time during the period beginning January 1, 2006 (collectively, including all exhibits thereto the "Company “SEC Reports"”). To As of its filing date or, in the best case of SEC Reports that are registration statements filed pursuant to the requirements of the Company's knowledgeSecurities Act, none its effective date, each SEC Report complied as to form in all material respects with the applicable requirements of the Company SEC ReportsSecurities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the applicable rules and regulations promulgated thereunder, as the case may be, each as in effect on the date such SEC Report was filed. As of their respective dates its filing date (andor, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or superseded filing), contained or will each SEC Report filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each SEC Report that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, made therein not misleading. To the best of the Company's knowledge each of the financial statements (including the related notes) included in the The Company SEC Reports presents fairly, in has made available to Buyer all material respectscorrespondence with the SEC since January 1, 2007 and there are no outstanding or unresolved comments received from the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity SEC with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, respect to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC Reports.
Appears in 1 contract
SEC Reports. The Company is a reporting corporation and is presently subject Since January 1, 1993, to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of its knowledge the Coxxxxy's knowledge, the Company Parent has filed all required reportsforms, schedules, statements reports and other documents ("Parent SEC Reports") with the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder, all of which have complied in all material respects with all applicable requirements of the Securities Act and the Securities Exchange Act of 1934 (collectively, including all exhibits thereto the "Company SEC ReportsExchange Act"), and the rules and interpretive releases promulgated thereunder. To the best None of the Company's knowledge, none of the Company such Parent SEC Reports, as of their respective dates (andincluding without limitation any financial statements, notes, or schedules included therein, at the time filed, contained, or, if amended or superseded by a filing prior to be filed in the date of this Agreementfuture will contain, then on the date of such filing), contained or will contain any untrue statement of a material fact fact, or omitted omitted, omit or will 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. To the best Each of the Company's knowledge consolidated balance sheets in or incorporated by reference into the Parent 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 financial related consolidated statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and retained earnings and cash flows or equivalent statements in the Parent SEC Reports (including any related notes and schedules) fairly presents or will fairly present the results of operations, retained earnings and cash flows, as the case may be, of the Company and its consolidated Subsidiaries as of the respective dates entity or entities to which it relates for the respective periods period set forth therein, all in conformity with United States generally accepted accounting principles therein ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, subject in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected audit adjustments) in each case in accordance with generally-accepted accounting principles applicable to the particular entity consistently applied throughout the periods involved, except as may be noted therein. The consolidated financial statements included or to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company Parent SEC ReportsReports are hereinafter sometimes collectively referred to as the "Parent Financial Statements."
Appears in 1 contract
Samples: Merger Agreement (Greenbriar Corp)
SEC Reports. The Company is a reporting corporation and is presently subject to In connection with the reporting requirements as provided by Section 13 and 15(d) sale of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledgeConvertible Notes and Warrants, the Company has made available its reports required filed by the Company under the Exchange Act since January 1, (the foregoing materials and all amendments thereto being collectively referred to herein as the “SEC Reports”). The Company has filed all required reports, schedules, statements and other documents SEC Reports required to be filed by it (collectivelyunder the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, on a timely basis or has timely filed 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 as to form in all exhibits thereto material respects with (i) the "requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, including, without limitation, the requirements of the provisions of such statutes, rules and regulations enacted and adopted as part of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and (ii) any SEC comments received or otherwise conveyed to the Company with respect to any previously filed SEC Reports"). To the best of the Company's knowledgeIn addition, none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing)dates, 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 light of the circumstances under which they were made, not misleading. To the best The financial statements of the Company's knowledge each of the financial statements (including the related notes) Company included in the Company SEC Reports presents fairly, comply in all material respectsrespects 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 GAAP applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the consolidated notes thereto, and fairly present in all material respects the financial position and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates or and for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during dates thereof and the results of operations and cash flows for the periods involved except as otherwise noted thereinthen ended, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal normal, immaterial, year-end adjustments that have not been and are not expected to be material in amountaudit adjustments. To the best of the Company's knowledge all of such The Company SEC Reports, as of their respective dates (and as of the date has received no notification of any amendment to violation or enforcement action from the respective the Company SEC ReportCommission or any court, arbitrator, governmental or other administrative agency, regulatory authority (federal, state, county, local or foreign), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC Reportsstock market, stock exchange or trading facility.
Appears in 1 contract
SEC Reports. The Company is a reporting corporation and is presently subject to annual report on Form 10-K of Sabratek for the reporting requirements fiscal year ended December 31, 1998, as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets filed under the symbol Securities Exchange Act of 1934, as amended ("KREN." To the best of the Coxxxxy's knowledgeExchange Act"), the Company has and all other reports and proxy statements filed all required reports, schedules, statements and other documents or required to be filed by it Sabratek subsequent to such report (collectively, including all exhibits thereto the "Company Sabratek SEC ReportsDocuments"). To the best of the Company's knowledge, none of the Company SEC Reports, have been duly and timely filed by Sabratek; and as of their respective dates (and, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), last amendment) complied in all material respects with all requirements under the Exchange Act and the rules and regulations promulgated thereunder and contained or will contain any no 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 thereinmade, in the light of the circumstances under which they were made, not misleading. To the best of the Company's knowledge each of the The financial statements (including the related notes) of Sabratek included in the Company Sabratek SEC Reports presents fairlyDocuments complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of interim financial statements, as permitted by Forms 10-Q or 8-K of the SEC) consistently applied during the periods involved (except as may be indicated in the notes thereto) and fairly presented, in all material respects, the consolidated financial position of Sabratek as of the dates thereof and consolidated the results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles then ended ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments, other adjustments that have not been discussed therein (if any) and are not expected lack of footnote disclosures). Sabratek is currently eligible under the Securities Act to be material in amount. To the best use a Registration Statement on Form S-3 to register resales of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC ReportsSabratek Common Stock.
Appears in 1 contract
SEC Reports. The Company is a reporting corporation (a) A true and is presently subject complete copy of each annual, quarterly and other report, registration statement, and definitive proxy statement filed by Buyer with the SEC since January 1, 2016 and prior to the reporting date hereof (the “Buyer SEC Documents”) is available on the web site maintained by the SEC at xxxx://xxx.xxx.xxx, other than portions in respect of which confidential treatment was granted by the SEC. As of their respective filing dates, the Buyer SEC Documents complied in all material respects with the requirements as provided by Section 13 and 15(d) of the 34 Securities Act and the Exchange Act. The common stock , as the case may be, and the rules and regulations of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledgeSEC promulgated thereunder applicable to such Buyer SEC Documents, the Company has filed all required reports, schedules, statements and other documents required to be filed by it (collectively, including all exhibits thereto the "Company SEC Reports"). To the best of the Company's knowledge, none of the Company Buyer SEC Reports, Documents as of their respective filing dates (andor, if amended or superseded by taken as a filing prior to whole, as of the date of this Agreement, then on the date of such filing)hereof, 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 to make the statements made therein, in light of the circumstances under which they were made, not misleading. To the best of the Company's knowledge each of the .
(b) The financial statements (including the related notes) of Buyer included in the Company Buyer SEC Reports presents fairly, 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 the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), Documents complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the published rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as a may be indicated in the notes thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements, except as permitted under Form 10-Q under the Exchange Act) and fairly presented the consolidated Subsidiary financial position of Buyer and its consolidated Subsidiaries as of the Company respective dates thereof and the consolidated results of Buyer’s operations and cash flows for the periods indicated (subject to, in the financial reports case of the Company included unaudited statements, normal and recurring year-end audit adjustments). Except as disclosed in the Company Buyer SEC ReportsDocuments, no material adverse effect with respect to Buyer has occurred since December 31, 2018.
Appears in 1 contract
SEC Reports. The Company is a reporting corporation Company, BHC and is presently subject UTV have filed with the SEC, and have heretofore made available to the reporting requirements as provided by Section 13 Buyer true and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledgecomplete copies of, the Company has filed all required forms, reports, schedules, statements and other documents required to be filed with the SEC by it the Company, BHC and UTV since January 1, 1997 (collectivelytogether with all information incorporated therein by reference, including all exhibits thereto the "Company SEC Reports"). To the best Except for BHC and UTV, no subsidiary of the Company's knowledgeCompany is required to file any form, report, schedule, statement or other document with the SEC. As of their respective dates, the Company SEC Reports complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to Reports at the date of this Agreement, then on the date of such filing), time they were filed 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 light of the circumstances under which they were made, not misleading. To the best of the Company's knowledge each of the The financial statements (including the related notes) included in the Company SEC Reports presents fairly, comply as to form in all material respects, respects with applicable accounting requirements and the consolidated financial position published rules and consolidated results of operations and cash flows regulations of the Company and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth thereinSEC with respect thereto, all have been prepared in conformity accordance with United States U.S. generally accepted accounting principles ("GAAP") consistently (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 (except as otherwise noted thereinmay be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company, BHC and UTV and their respective consolidated subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of the unaudited interim financial statements, to the absence of notes normal and normal recurring year-end adjustments that have not been audit adjustments). Except as and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form extent set forth in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary Section 3.7 of the Company is treated as a consolidated Subsidiary of Disclosure Schedule, the Company and its subsidiaries do not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations which would not, individually or in the financial reports of the aggregate, have a Company included in the Company SEC ReportsMaterial Adverse Effect.
Appears in 1 contract
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed all required reports, schedules, forms, statements and other documents required to be filed by it (collectivelythe Company under the Securities Act and the Exchange Act, including all 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, being collectively referred to herein as the "Company “SEC Reports"”). To As of their respective dates, the best SEC Reports complied in all material respects with the requirements of the Company's knowledgeSecurities Act and the Exchange Act, as applicable, and none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing)when filed, 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. To the best of the Company's knowledge each of the The consolidated financial statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the respective dates or for Commission with respect thereto as in effect at the respective periods set forth therein, all time of filing. The financial statements included in conformity the SEC Reports 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 noted thereinspecified 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 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 the absence of notes and normal normal, immaterial, year-end adjustments that have not been audit adjustments. The agreements and are not expected to be material documents described in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form Reports conform in all material respects with aspects to the applicable requirements of descriptions thereof contained therein and there are no agreements or other documents required by the 33 Act and the 34 Securities Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company thereunder to be described in the financial reports of SEC Reports or to be filed with the Company included in Commission as exhibits to the Company SEC Reports, that have not been so described or filed.
Appears in 1 contract
SEC Reports. (a) The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed all required reports, schedules, statements reports and other documents with the SEC required to be filed by it the Company since October 31, 2005 (collectivelysuch documents, including all exhibits thereto 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"). To the best As of the Company's knowledgetheir respective filing dates, none of the Company SEC ReportsReports (i) complied in all material respects with, as of their respective dates (and, if amended or superseded by a filing prior to the date extent in effect at the time of this Agreementfiling, then on the date applicable requirements of such filing), contained or will the Securities Act and the Exchange Act and (ii) did not 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 light of the circumstances under which they were made, not misleading. To the best of the Company's knowledge each Each of the financial statements (including the related notes) of the Company included in the Company SEC Reports presents fairly, complied at the time it was filed as to form in all material respectsrespects 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 the rules and regulations of the SEC and generally accepted accounting principles in the United States ("GAAP") (except, in the case of unaudited statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates or thereof and the consolidated results of their operations and cash flows for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles then ended ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amountadjustments). To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as As of the date of any amendment this Agreement, to the respective knowledge of the Company, there are no outstanding or unresolved comments received from the SEC staff with respect to the Company SEC Report), complied as to form in all material respects with the applicable requirements Reports and none of the 33 Company SEC Reports is the subject of ongoing SEC review or investigation.
(b) The chief executive officer and principal financial officer of the Company have made all certifications required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act and the 34 Act of 2002, as amended, and the rules and regulations promulgated thereunder. Each Subsidiary of thereunder by the Company is treated as a consolidated Subsidiary of SEC, and the Company statements contained in the financial reports of the Company included in the Company SEC Reportsany such certificates were complete and correct when made.
Appears in 1 contract
Samples: Merger Agreement (Longview Fibre Co)
SEC Reports. The Company is a reporting corporation and is presently subject Bedford has previously delivered to the reporting requirements as provided by Section 13 Itrade Members a true and 15(d) complete copy of its Form 10-K for the 34 Act. The common stock of fiscal year ended December 31, 2000 and its Form 10-Q for the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledgequarter ended March 31, the Company has filed all required reports, schedules, statements and other documents required to be filed by it 2001 (collectively, including all exhibits thereto the "Company SEC ReportsDocuments"). To Prior to the best Closing, Bedford will furnish the Itrade Members with true and complete copies of any additional document filed by Bedford with the SEC. As of the Company's knowledgefiling date, none the SEC Documents complied in all material respects with the requirements of the Company SEC ReportsExchange Act or the Securities Act, as of their respective dates (andthe case may be, if amended or superseded by a filing prior to and the date of this Agreement, then on the date of such filing), contained or will SEC Document does not 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 to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by a document subsequently filed by Bedford with the SEC, a copy of which shall be delivered to the Itrade Members prior to closing. To the best of the Company's knowledge each of the The financial statements (of Bedford, including the related notes) notes thereto, included in the Company SEC Reports presents fairly, in all material respects, Document (the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAPFinancial Statements") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied comply as to form in all material respects with applicable accounting requirements and with the applicable requirements of the 33 Act and the 34 Act and the published rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (except as a consolidated Subsidiary of the Company may be indicated in the notes thereto) and fairly present the consolidated financial reports position of Bedford at the Company included dates thereof and of its operations and cash flows for the periods then ended. There has been no change in Bedford' accounting policies or estimates except as described in the Company SEC Reportsnotes to the Financial Statements. Bedford has no material obligations other than (i) those set forth in the Financial Statements and (ii) those not required to be set forth in the Financial Statements under generally accepted accounting principals.
Appears in 1 contract
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company SPAC has filed or furnished, as applicable, all required reportsregistration statements, schedulesforms, statements reports and other documents required to be filed by it (collectivelythe SPAC with the SEC since completion of its initial public offering. All such registration statements, including all exhibits thereto forms, reports and other documents are referred to herein as the "Company “SPAC SEC Reports".” The SPAC SEC Reports (i) were furnished on a timely basis (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act of 1934). To the best of the Company's knowledge, none of the Company SEC Reports, (ii) as of their respective dates (andor, if amended or superseded by a filing and filed no later than five (5) business days prior to the date of this Agreement, then on as of the date of the last such filing)amendment, contained complied, or will comply as of such date, as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as the case may be, and the rules and regulations of the SEC thereunder applicable to such SPAC SEC Reports and (iii) including any financial statements or schedules included or incorporated by reference therein, did not or will not, as of their respective dates, or, if amended and filed no later than five (5) business Days prior to the date of this Agreement, as of the last such amendment, contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein in such SPAC SEC Reports or necessary in order to make the statements thereinin such SPAC SEC Reports, in the light of the circumstances under which they were made, not misleading. To the best No executive officer of the Company's knowledge each SPAC has failed to make the certifications required of him or her under Section 302 or 906 of the financial statements (including the related notes) included in the Company SEC Reports presents fairly, 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 the respective dates or for the respective periods set forth therein, all in conformity Xxxxxxxx-Xxxxx Act with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, respect to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SPAC SEC Reports.
Appears in 1 contract
Samples: Securities Purchase Agreement (International Media Acquisition Corp.)
SEC Reports. (a) The Company is a reporting corporation Parent has filed with the SEC all forms, reports, schedules and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets other documents under the symbol "KREN." To Exchange Act required to be filed by it with the best of SEC for the Coxxxxy's knowledge12 months preceding the date hereof (the foregoing materials, including the Company has filed exhibits thereto and documents incorporated by reference therein being collectively referred to herein as the “SEC Reports”), and will file all required such forms, reports, schedules, statements schedules and other documents required to be filed by it (collectively, including all exhibits thereto the "Company SEC Reports"). To the best of the Company's knowledge, none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior subsequent to the date of this AgreementAgreement through the Closing. As of their respective dates, then the SEC Reports (i) were prepared in accordance, in all material respects, with the Exchange Act, as in effect on the date so filed, and (ii) did not, at the time they were filed (or, if amended, as of the date of such filingamendment), 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 or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided, that the Parent makes no representation or warranty whatsoever concerning any SEC Report as of any time other than the date or period with respect to which it was filed. To The certifications and statements required by (x) Rule 13a-14 under the best Exchange Act and (y) 18 U.S.C. § 1350 relating to the SEC Reports are accurate and complete and comply as to form and content with all applicable Law in all material respects.
(b) Each of the Company's knowledge each consolidated financial statements included in or incorporated by reference into the SEC Reports was prepared in accordance with (i) GAAP, applied on a consistent basis throughout the periods indicated, and (ii) Regulation S-X or Regulation S-K, as applicable, subject, in the case of the unaudited financial statements statements, to normal recurring year-end adjustments (including the related notes) included effect of which will not, individually or in the Company SEC Reports presents fairlyaggregate, be materially adverse) and the absence of notes (to the extent permitted by Regulation S-X or Regulation S-K, as applicable). Each such financial statement fairly presents, in all material respects, the consolidated financial position and consolidated position, results of operations and cash flows of the Company and its consolidated Subsidiaries Parent as of the respective dates or thereof and for the respective periods set forth indicated therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC Reports.
Appears in 1 contract
SEC Reports. The Company is a reporting corporation and is presently subject REFAC has filed, pursuant to the reporting requirements Securities Act of 1933, as provided by Section 13 amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, all material forms, statements, reports and 15(ddocuments (including all exhibits, amendments and supplements thereto) of (the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed all required reports, schedules, statements and other documents SEC Documents") required to be filed by it (collectively, including all exhibits thereto with respect to the "Company SEC Reports"). To the best business and operations of REFAC under each of the Company's knowledgeSecurities Act and the Exchange Act, and the respective rules and regulations thereunder, and all of the SEC Documents complied in all material respects with all applicable requirements of the Securities Act or the Exchange Act, as the 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 Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), Documents contained or will contain any untrue statement of a material fact or omitted or will omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. To the best of the Company's knowledge each of the The consolidated financial statements (including the related notes) of REFAC included in the Company SEC Reports presents fairly, 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 the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), Documents complied as to form in all material respects with the applicable accounting requirements of the 33 Act and the 34 Act and the published rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated SEC with respect thereto, have been prepared in accordance with GAAP consistently applied throughout the period involved (except as a may be indicated therein or in the notes thereto) and fairly present the consolidated Subsidiary financial position, results of operations and cash flows of REFAC as of the Company dates or for the periods indicated therein, subject, in the financial reports case of the Company included in unaudited statements, to normal year-end adjustments and the Company SEC Reportsabsence of certain footnote disclosures.
Appears in 1 contract
Samples: Merger Agreement (Refac Technology Development Corp)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Financial Statements. Parent, including for purposes of this Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge4.4 IDM, the Company has filed all required forms, reports and documents with the SEC since January 1, 1998, each of which has complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act, each as in effect on the dates such forms, reports and documents were filed. Parent has heretofore provided to Fusion, and the stockholders of Fusion, access to all reports, schedules, proxy statements and other documents required to be filed by it filings with the SEC (collectively, including all exhibits thereto the any amendments thereto)(the "Company Parent SEC Reports"). To the best of the Company's knowledge, none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date None of such filing)forms, contained reports or will contain documents, including, without limitation, any financial statements or schedules included or incorporated by reference therein, contained, when filed, any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the best of the Company's knowledge each of the The consolidated financial statements (including the related notes) included in the Company Parent SEC Reports presents fairly, complied as to form in all material respectsrespects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly present, in conformity with GAAP on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates or changes in financial position for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles then ended ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have adjustments). Since January 1, 1999, there has not been and are not expected to be material any change, or any application or request for any change, by Parent or any of its subsidiaries in amount. To the best of the Company's knowledge all of such Company SEC Reportsaccounting principles, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the methods or policies for financial reports of the Company included in the Company SEC Reportsaccounting or Tax purposes.
Appears in 1 contract
SEC Reports. (a) The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(dParent (i) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has timely filed or furnished all required reports, schedulesregistration statements, statements proxy statements, prospectuses, and other documents materials, together with any amendments required to be made with respect thereto, that it was required to file with or furnish to the Commission pursuant to the Securities Act or the Exchange Act, and all such reports, registration statements, proxy statements, prospectuses, other materials, and amendments have complied in all material respects with all legal requirements relating thereto, and (ii) has paid all fees and assessments due and payable in connection therewith.
(b) An accurate and complete copy of each final registration statement, prospectus, report, schedule, and definitive proxy statement filed with or furnished to the SEC by it (collectively, including all exhibits thereto the "Company SEC Reports"). To Parent pursuant to the best of Securities Act or the Company's knowledge, none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing Exchange Act and prior to the date of this AgreementAgreement (the “Parent SEC Reports”) is publicly available. No Parent SEC Report, then at the time filed, furnished, or communicated (and, in the case of registration statements and proxy statements, on the date dates of such filingeffectiveness and the dates of the relevant meetings, respectively), and considering all amendments to any Parent SEC Report filed prior to the date hereof, contained or will contain any untrue statement of a material fact or omitted or will omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. To the best of the Company's knowledge each of the financial statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries except that information filed as of a later date (but before the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP"date of this Agreement) consistently applied during the periods involved except shall be deemed to modify information as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amountan earlier date. To the best of the Company's knowledge all of such Company SEC Reports, as As of their respective dates (and as dates, all of the date of any amendment to the respective the Company Parent SEC Report), Reports complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the published rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary SEC with respect thereto. No executive officer of the Company Parent has failed in any respect to make the financial reports certifications required of him or her under Section 302 or 906 of the Company included in the Company SEC ReportsSxxxxxxx-Xxxxx Act.
Appears in 1 contract
Samples: Merger Agreement (VNUE, Inc.)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed all required reports, schedules, forms, statements and other documents required to be filed by it (collectivelyunder the Securities Act and the Exchange Act, including all pursuant to Section 13(a) or 15(d) of the Exchange Act, for the one-year period preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, 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. Except to the extent of any subsequent correction filed prior to the date hereof (and a copy of which has been heretofore provided to the Purchasers). To the best of the Company's knowledge, none of the Company SEC Reports, as of their respective dates (anddates, if amended or superseded by a filing prior to the date SEC Reports complied in all material respects with the requirements of this Agreementthe Securities Act and the Exchange Act, then on as applicable, and the date rules and regulations of such filing)the Commission promulgated thereunder, and none of the SEC Reports, when filed, 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 light of the circumstances under which they were made, not misleading. To the best The financial statements of the Company's knowledge each of the financial statements (including the related notes) Company included in the Company SEC Reports presents fairlyReports, as subsequently amended and restated (provided such amendments, if any, have been heretofore provided to the Subscribers), complied in all material respects, respects with applicable accounting requirements and the consolidated financial position rules and consolidated results of operations and cash flows regulations of the Company and its consolidated Subsidiaries Commission with respect thereto as in effect at the time of the respective dates or for the respective periods set forth therein, all filing. Such financial statements have been prepared in conformity 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 noted thereinspecified 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 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 the absence of notes and normal normal, immaterial, year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC Reportsaudit adjustments.
Appears in 1 contract
SEC Reports. The Company is a reporting corporation (a) LSI has timely filed with the Commission all materials and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed all required reports, schedules, statements and other documents required to be filed subsequent to January 1, 2005 by it (collectivelyLSI under the Securities Act and under the Exchange Act. All the materials and documents filed by LSI since January 1, including all exhibits thereto 2005 are hereinafter referred to as the "Company “LSI SEC Reports"). To the best of the Company's knowledge, none of the Company .” The LSI SEC Reports, as copies of their respective dates (and, if amended or superseded by a filing prior which have been delivered to the date of this AgreementSellers, then on are true and correct in all material respects, including the date of such filing)financial statements and the related notes, and other financial information contained or will contain any untrue statement of a material fact or omitted or will therein, and do not omit to state a any material fact required to be stated therein or necessary to make the statements thereinin such LSI SEC Reports, in light of the circumstances under in which they were made, not misleading. To the best of the Company's knowledge each of the The financial statements (including the related notes) included in the Company LSI SEC Reports presents fairly, in all material respects, fairly present the consolidated financial position condition and consolidated the results of operations operations, changes in shareholders’ equity and cash flows flow of the Company LSI and its consolidated Subsidiaries subsidiaries as of at the respective dates or of and for the respective periods set forth thereinreferred to in such financial statements, all in conformity accordance with United States generally accepted accounting principles principles.
("GAAP"b) consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not LSI has been and are not expected to be material is in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form compliance in all material respects with the applicable requirements provisions of the 33 Xxxxxxxx-Xxxxx Act and the 34 Act of 2002 and the rules and regulations promulgated thereunderthereunder (the “Xxxxxxxx-Xxxxx Act”). Each Subsidiary No officer or director of LSI is currently indebted to LSI or any of its Subsidiaries, except as permitted by applicable Law.
(c) LSI has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Company Exchange Act) to ensure that material information relating to it and its consolidated Subsidiaries is treated made known to its principal executive officer and principal financial officer by others within those entities.
(d) LSI has designed and maintains a system of internal controls over financial reporting (as a consolidated Subsidiary defined in Rules 13a-15(f) and 15d-15(f) of the Company Exchange Act) to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles (within the meaning of such terms under the Xxxxxxxx-Xxxxx Act). LSI’s chief executive officer and chief financial officer have disclosed, based on their most recent evaluation, to LSI’s auditors and the audit committee of LSI’s Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reports of the Company included reporting which are reasonably likely to adversely affect in the Company SEC Reportsany material respect LSI’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting.
Appears in 1 contract
SEC Reports. (i) The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has timely filed all required reportsforms, schedules, statements reports and other documents required to be filed by it (collectivelywith the Commission. All such required forms, including all exhibits thereto reports and documents are referred to in this Agreement as the "Company “SEC Reports"). To the best of the Company's knowledge, none of the Company SEC Reports, as .” As of their respective dates filing dates, each of the SEC Reports (andi) complied in all material respects with the requirements of the Securities Act, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission thereunder applicable to such SEC Reports and (ii) did not at the time they were filed, declared effective or mailed, as applicable (or if subsequently amended or superseded by a filing prior to the date of this AgreementEffective Date, then on the date of such subsequent 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. To the best As of the Company's knowledge each of Effective Date, there are no outstanding or unresolved comments in comment letters received from the Commission or its staff.
(ii) The financial statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and included in its consolidated Subsidiaries as of the respective dates or Annual Report on Form 10-K for the respective fiscal year ended December 31, 2018 and in its quarterly reports on Form 10-Q for the quarterly periods set forth thereinended September 30, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein2019, June 30, 2019 and subjectMarch 31, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied 2019 comply as to form in all material respects with the applicable accounting requirements of the 33 Act and the 34 Act and the published rules and regulations promulgated thereunder. Each Subsidiary of the Commission with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position of the Company is treated as a consolidated Subsidiary of the Company dates thereof and the results of its operations and cash flows for the periods then ended. Except (i) as set forth in the financial reports SEC Reports or (ii) for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2019, the Company included in the Company SEC Reportshas no material liabilities, whether absolute or accrued, contingent or otherwise.
Appears in 1 contract
Samples: Share Purchase Agreement (Molecular Templates, Inc.)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed all required reports, schedules, forms, statements and other documents required to be filed by it (collectivelyunder the Exchange Act, including all 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, 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, 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). To As of their respective filing dates, or to the best extent corrected by a subsequent restatement, the SEC Reports complied in all material respects with the requirements of the Company's knowledgeSecurities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing)when filed, 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 light of the circumstances under which they were made, not misleading. To The Company has never been an issuer subject to Rule 144(i) under the best Securities Act. Each of the Company's knowledge each of the financial statements (including the related notes) included in Material Contracts to which the Company SEC Reports presents fairly, in all material respects, or any Subsidiary is a party or to which the consolidated financial position and consolidated results of operations and cash flows property or assets of the Company and or any of its consolidated Subsidiaries are subject has been filed as of the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, an exhibit to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC Reports.
Appears in 1 contract
Samples: Securities Purchase Agreement (Nurix Therapeutics, Inc.)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company Parent has filed all required reports, schedules, forms, statements and other documents required to be filed by it under the Act and the Securities Exchange Act of 1934, as amended (collectivelythe “Exchange Act”) since January 1, 2007, including all pursuant to Section 13(a), 13(c) or 15(d) thereof (the foregoing materials from and after April 13, 2007, including the exhibits thereto and documents incorporated by reference therein, 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. To the best As of the Company's knowledgedate of filing, in the case of SEC Reports filed pursuant to the Exchange Act (and to the extent such SEC Report was amended, then as of the date of filing of such amendment), and as of the date of effectiveness in the case of SEC Reports filed pursuant to the Act (and to the extent such SEC Report was amended, then as of the date of effectiveness of such amendment), the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, as applicable, and none of the Company SEC Reports, as of their respective dates the date of filing, in the case of SEC Reports filed pursuant to the Exchange Act (andand to the extent such SEC Report was amended, if amended or superseded by a filing prior then as to the date of this Agreementfiling of such amendment), then on and as of the date of effectiveness in the case of SEC Reports filed pursuant to the Act (and to the extent such filingSEC Report was amended, then as of the date of effectiveness of such amendment), 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. To the best of the Company's knowledge each of the financial statements (including the related notes) included in the Company SEC Reports presents fairly, 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 the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC Reports.
Appears in 1 contract
Samples: Securities Purchase Agreement (Hi-Tech Wealth Inc.)
SEC Reports. (a) .
(a) The Company is a reporting corporation Parent has timely filed or furnished all forms, documents and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed all required reports, schedules, statements and other documents reports required to be filed or furnished by it with the SEC since November 10, 2021, under either the Securities Exchange Act of 1934, as amended (collectivelythe “Exchange Act”), including or the Securities Act (all exhibits thereto such documents and reports filed or furnished by Parent or any of its subsidiaries, the "Company “Parent SEC Reports"Documents”). To the best of the Company's knowledge, none of the Company SEC Reports, as As of their respective dates or, if amended, as of the date of the last such amendment (and, if amended or superseded by a filing prior to in the date case of this Agreementregistration statements and proxy statements, then on the date dates of such filingeffectiveness and the dates of the relevant meetings, respectively), the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents when filed contained or will contain any untrue statement of a material fact or omitted or will omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. To .
(b) The financial statements and notes contained or incorporated by reference in the best Parent SEC Documents, (i) were prepared in accordance with GAAP consistently applied, (ii) comply with all applicable accounting requirements under the Securities Act, the Exchange Act and the rules and regulations of the Company's knowledge each of the financial statements SEC thereunder, and (including the related notesiii) included in the Company SEC Reports presents fairly, fairly present in all material respects, in conformity with GAAP applied on a consistent basis, the consolidated financial position of the Parent as of the dates thereof and consolidated the results of operations operations, changes in stockholders equity and cash flows of the Company and its consolidated Subsidiaries as of the respective dates or Parent for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles reflected therein ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes normal and normal recurring year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reportsnot, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company individually or in the financial reports of the Company included in the Company SEC Reportsaggregate, material).
Appears in 1 contract
Samples: Asset Purchase Agreement (Tivic Health Systems, Inc.)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements LEGAL_US_W # 62319343.5 -11-
(a) Except as provided by Section 13 and 15(d) set forth on Part 2.4-1 of the 34 Act. The common stock of the Company is presently quoted TPT Disclosure Schedule, TPT has on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has a timely basis filed all required reportsforms, schedules, statements reports and other documents required to be filed by it with the SEC since October 4, 2006 (collectivelysuch documents, as supplemented or amended since the time of filing, the “TPT SEC Reports”). The TPT SEC Reports (i) were or will be prepared in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and, to the extent then applicable, SOX, including all exhibits thereto in each case, the "Company rules and regulations thereunder and (ii) except to the extent that information contained in any TPT SEC Reports"). To the best of the Company's knowledgeReports has been revised, none of the Company SEC Reports, as of their respective dates (and, if amended modified or superseded by a filing (prior to the date of this Agreement) by a later filed TPT SEC Report, then on did not at the date of such filing)time they were filed with the SEC, contained or will not at the time they are filed with the SEC, 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 made therein, in the light of the circumstances under which they were made, not misleading. To No Subsidiary of TPT is or has been required to file any form, report, registration statement or other document with the best SEC. TPT maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; and such controls and procedures are designed to ensure that all material information concerning TPT and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of TPT’s filings with the SEC and other public disclosure documents. Except as set forth on Part 2.4-2 of the Company's knowledge TPT Disclosure Schedule, to TPT’s Knowledge, each director and executive officer of TPT has filed with the SEC on a timely basis all statements required by Section 16(a) of the financial statements (including the related notes) included in the Company SEC Reports presents fairly, 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 the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Exchange Act and the rules and regulations thereunder since October 4, 2006. As used in this Section 2.4, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. With respect to TPT’s Annual Reports on Form 10-K for each fiscal year of TPT beginning on or after October 4, 2006 and TPT’s Quarterly Reports on Form 10-Q for each of the first three fiscal quarters in each of such fiscal years of TPT, all certifications and statements with respect thereto and required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of SOX, and the rules and regulations of the SEC promulgated thereunder. Each Subsidiary , complied with such rules and regulations and the statements contained in such certifications statements were true and correct as of the Company is treated as a consolidated Subsidiary date of the Company filing thereof.
(b) Since October 4, 2006, neither TPT nor any of its Subsidiaries or, to TPT’s Knowledge, any Representative of TPT or any of its Subsidiaries has received or has otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of TPT or any of its Subsidiaries or their internal control over financial reporting, including any complaint, allegation, assertion or claim that TPT or any of its Subsidiaries has engaged in questionable accounting or auditing practices.
(c) The TPT Corporations have implemented and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, without limitation, that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as set forth in Part 2.4(c) of the TPT Disclosure Schedule, since October 4, 2006, (A) there have not been any changes in the TPT Corporations’ internal control over financial reports reporting that have materially affected, or are reasonably likely to materially affect, the TPT Corporations’ internal control over financial reporting; (B) all significant deficiencies and material weaknesses in the design or operation of the Company included TPT Corporations’ internal control over financial reporting which are reasonably likely to adversely affect the TPT Corporations’ ability to record, process, summarize and report financial information have been disclosed to TPT’s outside auditors and the audit committee of TPT’s board of directors, and (C) there has not been any fraud, whether or not material, that involves management or other employees who have a significant role in the Company TPT Corporations’ internal control over financial reporting. Part 2.4(c) of the TPT Disclosure Schedule lists, and TPT has made available to Raptor copies of, all reports and other documents concerning internal control filed with the SEC Reportsor delivered to TPT by its auditors since October 4, 2006. TPT has made available to Raptor copies of all policies, manuals and other documents promulgating such disclosure controls and procedures.
(d) TPT is, and since October 4, 2006 has been, in compliance with the applicable provisions of SOX and the applicable listing and corporate governance rules and regulations of NASDAQ.
Appears in 1 contract
SEC Reports. (a) The Company is a reporting corporation and is presently subject has delivered to the reporting requirements Purchaser a true and complete copy of each report, schedule and registration statement, including the exhibits thereto (but excluding exhibits incorporated therein by reference), filed by the Company with the Securities and Exchange Commission (the "Commission") since January 1, 1996, which are all the documents that the Company was required to file with the Commission since that date and through the date hereof (all of such documents as provided by Section 13 and 15(d) amended as of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledgedate hereof collectively, the Company has filed all required reports, schedules, statements and other documents required to be filed by it (collectively, including all exhibits thereto the "Company SEC ReportsDocuments"). To As of their respective dates, the best SEC Documents (as amended as of the Company's knowledgedate 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 rules and regulations of the Commission thereunder. As of their respective dates, except to the extent that information contained therein has been revised or superseded by a later filed SEC Document, none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), Documents 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 light of the circumstances under which they were made, not misleading. To the best The financial statements of the Company's knowledge each of the financial statements (including the related notes) Company included in the Company SEC Reports presents fairly, Documents comply as to form in all material respects, respects with applicable accounting requirements and the consolidated financial position published rules and consolidated results of operations and cash flows regulations of the Company and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth thereinCommission with respect thereto, all have been prepared in conformity accordance with United States generally accepted accounting principles applied on a consistent basis ("GAAP") consistently applied during the periods involved except as otherwise noted thereinmay be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments) the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best financial position of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act dates thereof and the 34 Act results of its operations and cash flows for the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC Reportsperiods then ended.
Appears in 1 contract
Samples: Purchase Agreement (Logimetrics Inc)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed all required reports, schedules, statements and other documents reports required to be filed by it (collectivelyunder the 1934 Act, including all exhibits thereto pursuant to Section 13(a) or 15(d) thereof, for the "twelve months preceding the date hereof (or such shorter period as the Company was required by law to file such reports) (the foregoing 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. To As of their respective dates, the best SEC Reports complied in all material respects with the requirements of the Company's knowledge1934 Act and the rules and regulations of the SEC promulgated thereunder, and none of the Company SEC Reports, as of their respective dates (and, if when filed and/or subsequently amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing)restated, 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. To The Registration Statement and any prospectus included therein, including the best Prospectus and the Prospectus Supplement, complied in all material respects with the requirements of the Company's knowledge each 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, 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 (including of the related notes) Company included in the Company SEC Reports presents fairly, comply in all material respectsrespects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing or as subsequently amended or restated. Such financial statements have been prepared in accordance with 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 consolidated notes thereto, and fairly present in all material respects the financial position of the Company as of and consolidated for the dates thereof and the results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth thereinthen ended, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal normal, immaterial, year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC Reportsaudit adjustments.
Appears in 1 contract
SEC Reports. (a) The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed all required reportswith the SEC and made available to Buyer true and complete copies of each registration statement, schedules, statements report and other documents proxy or information statement (including exhibits and any amendments thereto) filed or required to be filed by it the Company with the SEC since January 1, 1997 (collectively, including all exhibits thereto the "Company SEC Reports", and such SEC Reports filed prior to the date hereof, the "Prior SEC Reports"). To the best As of the Company's knowledgerespective dates the SEC Reports were filed with the SEC or amended, none each of the Company SEC ReportsReports (i) complied as to form in all material respects with all applicable requirements of the Securities Act and Exchange Act, as of their respective dates and the rules and regulations promulgated thereunder and (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), contained or will ii) did not contain any untrue statement of a material fact or omitted or will omit fail 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. To the best Each of the Company's knowledge each audited consolidated financial statements and unaudited interim consolidated financial statements of the financial statements Company (including the any related notesnotes and schedules) included (or incorporated by reference) in the Company SEC Reports fairly presents fairly, 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 the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereof and the consolidated results of their operations and changes in their financial position for the periods involved except as otherwise noted therein, and subjectthen ended (subject to normal year-end adjustments, in the case of the any unaudited interim financial statements) except that the interim, financial statements do not include complete footnotes required by GAAP. All material agreements, contracts and other documents required to be filed as exhibits to any of the SEC Reports have been so filed.
(b) Since December 31, 1998, except as set forth in the Prior SEC Reports or as contemplated by this Agreement or the Contribution Agreement, the Company has conducted its business only in the ordinary course consistent with past practice and (i) there has not been, occurred or arisen any change in, or any event (including any damage, destruction or loss whether or not covered by insurance), condition or state of facts of any character that, individually or in the aggregate, would be reasonably likely to have a Company Material Adverse Effect, whether or not arising in the ordinary course of business, and (ii) neither the Company nor any Company Subsidiary has taken or failed to take any action the taking of which or failure of which to take, as the case may be, would have caused the Company to have violated the provisions of Section 6.1 hereof if they had then been applicable to the absence of notes Company and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC ReportsSubsidiaries during such period.
Appears in 1 contract
Samples: Merger Agreement (Gtech Corp)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d(i) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company PWOD has timely filed all required reports, schedulesregistration statements, proxy statements and other documents materials, together with any amendments required to be made with respect thereto, that it was required to file with the SEC, and all such reports, registration statements, proxy statements, other materials and amendments have complied in all material respects with all legal requirements relating thereto, and has paid all fees and assessments due and payable in connection therewith.
(ii) An accurate and complete copy of each final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by it (collectivelyPWOD pursuant to the Securities Act or the Exchange Act since December 31, including all exhibits thereto the "Company SEC Reports"). To the best of the Company's knowledge, none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing 2021 and prior to the date of this AgreementAgreement (the “PWOD’s SEC Reports”) is publicly available. No such PWOD’s SEC Report, then at the time filed, furnished or communicated (and, in the case of registration statements and proxy statements, on the date dates of such filingeffectiveness and the dates of the relevant meetings, respectively), and considering all amendments to any of PWOD’s SEC Report filed prior to the date hereof, contained or will contain any untrue statement of a material fact or omitted or will omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. To the best of the Company's knowledge each of the financial statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries except that information filed as of a later date (but before the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP"date of this Agreement) consistently applied during the periods involved except shall be deemed to modify information as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amountan earlier date. To the best of the Company's knowledge all of such Company SEC Reports, as As of their respective dates (and as of the date of any amendment to the respective the Company dates, all PWOD’s SEC Report), Reports complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the published rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary SEC with respect thereto. No executive officer of PWOD has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Company in Sarbanes-Oxley Act of 2002 (the financial reports “Sarbanes-Oxley Act”). As of the Company included in date hereof, there are no outstanding comments from or unresolved issues raised by the Company SEC with respect to any of PWOD’s SEC Reports.
Appears in 1 contract
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed all required reports, schedules, statements and other documents required to be filed by it (collectively, including all exhibits thereto the "Company SEC Reports"). To the best of the Company's knowledge, none of the Company SEC Reports, as As of their respective dates (anddates, if amended or superseded all reports and other filings filed by a filing prior the Company with the SEC pursuant to the date Securities Exchange Act of this Agreement1934, then on as amended (the “Exchange Act”) since January 1, 2012 through the date of hereof (such filing), contained or will reports and other filings collectively referred to herein as the “SEC Reports”) did not 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 to make the statements therein, in light of the circumstances under which they were made, not misleading. To the best The audited consolidated financial statements of the Company's knowledge each of the financial statements (including the related notes) Company included in the Company SEC Reports presents fairly(x) were prepared in accordance with U.S generally accepted accounting principles (“GAAP”) applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto), and (y) present fairly in all material respects, respects the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as at the dates thereof and the results of the respective dates or their operations and cash flows, for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, then ended. The unaudited financial statements included in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form Reports comply in all material respects with the applicable requirements published rules and regulations of the 33 Act SEC with respect thereto; and such unaudited financial statements were prepared in accordance with GAAP, except as otherwise permitted under the 34 Exchange Act and the rules and regulations promulgated thereunder. Each Subsidiary , on a consistent basis (except as may be indicated therein or in the notes or schedules thereto), and present fairly in all material respects the financial position of the Company is treated and its consolidated subsidiaries as a consolidated Subsidiary at the dates thereof and the results of their operations and cash flows (or changes in financial condition) for the Company periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the financial reports of the Company included in the Company SEC Reportsnotes or schedules thereto.
Appears in 1 contract
Samples: Purchase Agreement (Comscore, Inc.)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d(a) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company Watsco has filed all required registration statements, forms, reports, schedules, definitive proxy statements and other documents required to be filed by it Watsco or its Subsidiaries with the SEC since February 29, 2012. All such registration statements, forms, reports and other documents (collectivelynot including any information furnished to the SEC, including including, but not limited to, all exhibits thereto information furnished under Items 2.02, 7.01 or 9.01 of Form 8-K) are referred to herein as the "Company “SEC Reports"). To the best of the Company's knowledge, none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such 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 to make the statements therein, in light of the circumstances under which they were made, not misleading. To the best of the Company's knowledge each of the financial statements (including the related notes) included in the Company .” The SEC Reports presents fairly, in all material respects, (i) were filed on a timely basis and (ii) at the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report)time filed, complied as to form in all material respects with the applicable requirements of the 33 Securities Act and the 34 Exchange Act applicable to such SEC Reports.
(b) Each of the consolidated financial statements (including, in each case, any related notes and schedules) contained in the SEC Reports at the time filed (i) complied in all material respects with applicable generally accepted accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with applicable generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim financial statements, as permitted by the SEC under the Exchange Act) and (iii) fairly presented in all material respects the consolidated financial position of Watsco and its Subsidiaries as of the dates indicated and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were subject to normal and recurring year end adjustments which were not material in amount.
(c) Except as disclosed in Watsco’s annual report on Form 10-K filed on February 29, 2012 and any subsequent quarterly reports on Form 10-Q or current reports on Form 8-K (excluding any risk factor disclosure contained in such documents under the heading “Risk Factors” and any disclosure of risks included in any “forward-looking statements” disclaimer or other statements that are similarly non-specific and are predictive or forward-looking in nature) filed and publicly available prior to the date of this Agreement, (i) Watsco and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with applicable generally accepted accounting principles, (ii) each of Watsco and its Subsidiaries maintains disclosure controls and procedures required by Rules 13a-15 or 15d-15 under the Exchange Act, and such disclosure controls and procedures are effective to ensure that all material information concerning Watsco is made known on a timely basis to the individuals responsible for the preparation of Watsco’s filings with the SEC and other public disclosure documents as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the SEC Reports, (iii) there are no significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Watsco’s ability to record, process, summarize and report financial information, Watsco has disclosed to its outside auditors any significant deficiencies or material weaknesses in internal controls, and, to Watsco’s knowledge, there is no reason to believe that Watsco’s outside auditors and Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required pursuant to the rules and regulations promulgated thereunder. Each Subsidiary adopted pursuant to Section 404 of the Company Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due, (iv) to Watsco’s knowledge, there is treated as no fraud, whether or not material, that involves management or other employees who have a consolidated Subsidiary significant role in Watsco’s internal controls and (v) Watsco is in compliance in all material respects with the applicable listing and other rules and regulations of the Company in New York Stock Exchange and the financial reports of the Company included in the Company SEC ReportsNYSE Amex.
Appears in 1 contract
Samples: Subscription Agreement (Watsco Inc)
SEC Reports. The Company is a reporting corporation and is presently subject has timely filed with the SEC all Company SEC Reports required to have been filed on or after May 3, 2018. As of their respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the reporting requirements as provided by Section 13 and 15(d) of the 34 Securities Act of 1933 (the “Securities Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed all required reports, schedules, statements ”)) and other documents required to be filed by it (collectively, including all exhibits thereto the "Company SEC Reports"). To the best of the Company's knowledge, none of the Company SEC Reports, as of their respective filing dates (andin the case of all other Company SEC Reports), if amended or superseded and except to the extent corrected by a filing 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 this Agreementthe Exchange Act and the Securities Act, then on Table of Contents as the case may be, applicable to such Company SEC Report, (b) was prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act and other applicable Law and (c) did not, as of such respective dates, or if amended or restated prior to the date hereof, at the time of such filing)later amendment or restatement, 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 such statements were made, not misleading. To the best of the Company's knowledge each of the financial statements (including the related notes) included in the Company SEC Reports presents fairly, 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 the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as As of the date of any amendment this agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunderReports. Each No Subsidiary of the Company is treated as a consolidated Subsidiary subject to the periodic reporting requirements of the Company in Exchange Act or is otherwise required to file any periodic forms, reports, schedules, statements or other documents with the financial reports of the Company included in the Company SEC ReportsSEC.
Appears in 1 contract
Samples: Merger Agreement (Vmware, Inc.)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d(a) As of each of the 34 Act. The common stock of Effective Date and the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledgeClosing Date, the Company has filed all required reportsforms, schedules, statements reports and other documents required to be filed by it the Company with the Securities and Exchange Commission (collectively, including all exhibits thereto the "Company SEC") as of such dates ("SEC Reports"). To As of their respective dates, all of such SEC Reports filed since January 1, 2002 (as such documents have since the best time of their filing been amended or supplemented, the "Recent SEC Reports") complied in all material respects with the requirements of the Company's knowledgeSecurities Act and the Exchange Act, as applicable, and none of the Company Recent SEC Reports, Reports (including all financial statements included therein and all exhibits and schedules thereto and documents incorporated by reference therein) contained (as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), contained or will contain dates) any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, therein in 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 comply in all material respects with the rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the consolidated financial position of the Company and its Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.
(b) As of the date hereof, none of the Company's Subsidiaries is a reporting company under the Exchange Act, and none is required to file any regular and periodic filings, notices, forms, reports, or statements with the United States Department of Justice, the Federal Trade Commission, the NASD or the SEC.
(c) To the best of the Company's knowledge each of the financial statements (including the related notes) included as such term is defined in the Company SEC Reports presents fairlySection 9.20 below), 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 the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted thereindisclosed in SEC Reports, and subjector as contemplated by or disclosed in this Agreement, since January 31, 2002 (or, in the case of (vi) below, since October 18, 2002), the unaudited interim financial statementsCompany's business has been conducted in the ordinary course and there has not been any:
(i) event, situation or occurrence that individually or in the aggregate has had a Material Adverse Effect on the Company;
(ii) amendment to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best Company's or any of the Company's knowledge all Subsidiaries' charter, bylaws or other organizational documents;
(iii) sale, assignment, disposition, transfer, pledge, mortgage or lease of such Company SEC Reports, as of their respective dates (and as any material portion of the date of any amendment assets primarily used in the Company's business taken as a whole, other than to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary a wholly-owned subsidiary of the Company is treated or in the ordinary course of business;
(iv) incurrence of any material indebtedness, other than that arising in the ordinary course of business, consistent with past practice;
(v) increase in the compensation or fringe benefits payable or to become payable to any executive officer of the Company, other than routine increases made in the ordinary course of business and consistent with past practice or as a consolidated Subsidiary required by law or under any existing agreements heretofore disclosed to Sweet;
(vi) amendment, alteration or modification in the terms of any currently outstanding options, warrants or other rights to purchase any capital stock or equity interest in the Company or any securities convertible into or exchangeable for such capital stock or equity interest, including without limitation any reduction in the exercise or conversion price of any such rights or securities, any change to the vesting or acceleration terms of any such rights or securities, or any change to the terms relating to the grant of any such rights or securities;
(vii) declaration or payment of any dividend or other distribution, or the transfer of any assets, by the Company to any stockholders of the Company with respect to the Common Stock, or any redemption, repurchase or other acquisition by the Company of its capital stock, except in the financial reports ordinary course of business;
(viii) change by the Company in any of its significant accounting principles, methods or practices;
(ix) material closure, shut down or other elimination of any of the Company's offices, franchises or any other change in the character of its business, properties or assets, except for closures, shut downs, or other eliminations or changes that have not had a Material Adverse Effect on the Company;
(x) loan or advance to or other such agreement with any of its stockholders, officers, directors, employees, agents, consultants or other representatives, except in the ordinary course of business, consistent with past practice;
(xi) damage, destruction or loss with respect to any of the properties or assets of the Company included in that would reasonably be expected to have a Material Adverse Effect on the Company SEC ReportsCompany; or
(xii) agreement to do, cause or suffer any of the foregoing.
Appears in 1 contract
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed all required reports, schedules, statements forms, statements, and other documents required to be filed by it with the Securities and Exchange Commission (collectively, including all exhibits thereto the "Company SEC") since September 25, 2000, the effective date of the Company's Form 10-SB (together with other documents that revise or supersede earlier filed documents, the "SEC Reports"). To The Company has delivered or made available to the best Investors true and complete copies of the Company's knowledge, none of the Company SEC Reports, as . As of their respective dates (anddates, if amended the SEC Reports complied in all material respects with the requirements of the 1933 Act or superseded by a filing prior the 1934 Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None of the date of this Agreement, then on the date of such filing), SEC Reports 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 light of the circumstances under which they were made, not misleading. To the best The financial statements of the Company's knowledge each of the financial statements (including the related notes) Company included in the Company SEC Reports presents fairly, complied as of their respective dates of filing with the SEC in all material respects, respects with applicable accounting requirements and the consolidated financial position published rules and consolidated results of operations and cash flows regulations of the Company and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth thereinSEC with respect thereto, all have been prepared in conformity accordance with United States generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) consistently applied on a consistent basis during the periods involved (except as otherwise noted thereinmay be indicated in the notes thereto), and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amountaudit adjustments). To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as As of the date of any amendment to the respective hereof, the Company SEC Report), complied as has on a timely basis made all filings required to form in all material respects be made by the Company with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC ReportsSEC.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Elite Logistics Inc)
SEC Reports. The Company is a reporting corporation (a) Each report, registration statement and is presently subject to the reporting requirements as provided definitive proxy statement filed by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on with the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledgeU.S. Securities and Exchange Commission (“SEC”), the Company has filed all required reportsfrom December 31, schedules, statements 2010 and other documents required to be filed by it (collectively, including all exhibits thereto the "Company SEC Reports"). To the best of the Company's knowledge, none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this AgreementAgreement (the “SEC Reports”), then on are all of the documents (other than preliminary material) that the Company has been required to file with the SEC. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC applicable to such SEC Reports, and none of the SEC Reports contained as of the date of such filing), contained or will contain its filing any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements statement therein, in light of the circumstances under which they were made, not misleading. To the best .
(b) The financial statements of the Company's knowledge each of Company included in the financial statements SEC Reports (including the related notes) included information contained in the Company SEC Reports presents fairlynotes to the financial statements) comply as to form, as of their respective dates of fling with the SEC, in all material respects, respects with the consolidated financial position applicable accounting requirements and consolidated results of operations the published rules and cash flows regulations of the Company SEC with respect thereto, and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth therein, all were prepared in conformity accordance with United States generally accepted accounting principles ("GAAP") consistently GAAP applied on a consistent basis during the periods involved (except as otherwise noted thereinmay be indicated on the notes thereto or, and in the case of the unaudited statements, as permitted by Rule 10.01 of Regulation S-X of the SEC). The consolidated financial statements fairly present, in accordance with applicable requirements of GAAP (subject, in the case of the unaudited interim financial statements, to normal, recurring adjustments, none of which will be material), the absence consolidated financial position of notes Blue Earth and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, its consolidated Subsidiaries as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act consolidated results of operations and the rules consolidated cash flows of Buyer and regulations promulgated thereunder. Each Subsidiary of its consolidated Subsidiaries for the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC Reportsperiods presented therein.
Appears in 1 contract
SEC Reports. The Company is a reporting corporation and is presently subject to has timely filed or furnished, as applicable, with the reporting requirements as SEC (including following any extensions of time for filing provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets Rule 12b-25 promulgated under the symbol "KREN." To the best of the Coxxxxy's knowledgeExchange Act) all registration statements, the Company has filed all required forms, reports, schedulesstatements, statements certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed or furnished on or prior to the date hereof by it with the SEC (collectivelycollectively with reports filed or furnished after the date hereof, including all exhibits thereto the "“Company SEC Reports")”) since December 31, 2014. To Neither the best Company nor any of its Subsidiaries is required to file or furnish to the SEC any registration statement, form, report, statement, certification or other document, in each case, required to be filed or furnished by it on or prior to the date hereof with the SEC with respect to the Indebtedness of Company or any of its Subsidiaries. As of their respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Company's knowledge, none Securities Act of 1933 (the Company SEC Reports, “Securities Act”)) and as of their respective filing dates (andin the case of all other applicable Company SEC Reports), or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, then each of the Company SEC Reports (a) complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC promulgated thereunder applicable to those Company SEC Reports and (b) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and other applicable Law, each as in effect on the date so filed. As of their respective filing dates (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such filingamendment or superseding filing with respect to the disclosures that are amended), none of the Company SEC Reports 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 or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they such statements were made, not false or misleading. To No Subsidiary of the best Company 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. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters or other correspondence received from the SEC or its staff and, to the Knowledge of the Company's knowledge each , none of the financial statements (including Company SEC Reports is the related notes) included subject of ongoing SEC review. There has been no material correspondence between the SEC and the Company between December 31, 2014 and the date of the Agreement that is not set forth in the Company SEC Reports presents fairlyor that has not otherwise been disclosed to Parent prior to the date hereof. Since December 31, in all material respects2014, the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth therein, all has been in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form compliance in all material respects with the applicable requirements of the 33 Act listing and the 34 Act and the corporate governance rules and regulations promulgated thereunderof NASDAQ. Each Subsidiary Neither the Company nor any of its Subsidiaries has outstanding, or has arranged any outstanding, “extension of credit” to directors or executive officers of the Company is treated as a consolidated Subsidiary prohibited by Section 402 of the Company in the financial reports of the Company included in the Company SEC ReportsXxxxxxxx-Xxxxx Act.
Appears in 1 contract
Samples: Merger Agreement (Air Methods Corp)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d(a) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company IDSY has filed (or furnished, as applicable) all required reports, schedulesregistration statements, definitive proxy statements and other or documents required to be filed by it with the SEC or furnished to the SEC since January 1, 2014 (collectively, including all exhibits thereto the "Company “SEC Reports"”), and has paid all fees and assessments due and payable in connection therewith, except where the failure to file or furnish such report, registration statement, definitive proxy statements or documents required to be filed or to pay such fees and assessments would not be material. To the best of the Company's knowledge, none of the Company SEC Reports, as As of their respective dates of filing with the SEC (andor, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement, then on the date of such subsequent filing), the SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports, and none of the SEC Reports when filed with the SEC, or if amended prior to the date hereof, as of the date of such amendment, (in the case of filings under the Securities Act, at the time it was declared effective) 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 to make the statements made therein, in light of the circumstances under which they were made, not misleading. To the best As of the Company's knowledge each date of this Agreement, there are no unresolved outstanding comments from or unresolved issues raised by the SEC, as applicable, with respect to any of the SEC Reports.
(b) The consolidated financial statements of IDSY (including the any related notesnotes and schedules thereto) included in the Company SEC Reports presents fairlycomplied as to form, as of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by the rules of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein), and fairly present, in all material respects, the consolidated financial position of IDSY and its subsidiaries and the consolidated results of operations operations, changes in shareholders’ equity and cash flows of the Company and its consolidated Subsidiaries such companies as of the respective dates or and for the respective periods set forth thereinshown, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, subject in the case of the unaudited interim financial statements, only to year-end audit adjustments not material, individually or in the aggregate, in nature and amount, and to the absence of footnote disclosure. Except for those liabilities to the extent reflected or reserved against in the most recent audited consolidated balance sheet of IDSY and its subsidiaries contained in IDSY’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (the “2016 Form 10-K”) and, except for liabilities reflected in SEC Reports filed prior to the date hereof or incurred in the Ordinary Course of Business or in connection with this Agreement, since December 31, 2016, and except where any such liabilities or obligations have not had, and would not reasonably be expected to have, a Purchaser Material Adverse Effect, neither IDSY nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto.
(c) IDSY and normal yeareach of its subsidiaries, officers and directors are in compliance in all material respects with, and have complied in all material respects, with (i) the applicable provisions of the Sxxxxxxx-end adjustments that have Xxxxx Act and the related rules and regulations promulgated under such act and the Exchange Act and (ii) the applicable listing and corporate governance rules and regulations of the NASDAQ Global Market. Except as has not been and are would not reasonably be expected to be material to IDSY, IDSY (x) has established and maintained disclosure controls and procedures and internal control over financial reporting (as such terms are defined in amount. To paragraphs (e) and (f), respectively, of Rule 13a-15 under the best Exchange Act) as required by Rule 13a-15 under the Exchange Act, and (y) has disclosed, based on its most recent evaluation, to its outside auditors and the audit committee of IDSY’s board of directors (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Company's Exchange Act) which are reasonably likely to adversely affect IDSY’s ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in IDSY’s internal control over financial reporting.
(d) Since January 1, 2014, neither IDSY nor any of its subsidiaries nor, to the knowledge all of such Company SEC ReportsIDSY’s executive officers, as any director, officer, employee, auditor, accountant or representative of IDSY or any of its subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of IDSY or any of its subsidiaries or their respective dates (and as internal accounting controls, including any material complaint, allegation, assertion or claim that IDSY or any of the date of any amendment to the respective the Company SEC Report), complied as to form its subsidiaries has engaged in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC Reportsquestionable accounting or auditing practice.
Appears in 1 contract
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed all required reports, schedules, statements and other documents reports required to be filed by it under the Securities Act of 1933, as amended (collectivelythe “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof and including any and all exhibits thereto filings required under the "Company Sxxxxxxx-Xxxxx Act of 2002, for the two years preceding the date hereof (the foregoing materials, as amended, being collectively referred to herein as the “SEC Reports"”). To the best As of the Company's knowledgerespective dates of the SEC Reports (except that, with respect to SEC Reports that have been amended, as of the respective dates of the latest amendment thereto), the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act (the “Exchange Act”) and the rules and regulations of the Commission promulgated thereunder, and none of the Company SEC Reports, as of their respective dates when filed (andexcept that, if amended or superseded by a filing prior with respect to SEC Reports that have been amended, when the date of this Agreement, then on the date of such filinglatest amendment thereto was filed), 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 light of the circumstances under which they were made, not misleading. To the best The financial statements of the Company's knowledge each of the financial statements (including the related notes) Company included in the Company SEC Reports presents fairly, comply in all material respectsrespects 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 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 consolidated notes thereto (subject, in the case of unaudited statements, to the absence of footnotes), 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 of the Company and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth thereinthen ended, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal normal, immaterial, year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC Reportsaudit adjustments.
Appears in 1 contract
SEC Reports. The Company is S&W has filed on a reporting corporation and is presently timely basis (subject to the reporting requirements as provided by Section 13 and 15(dall permitted extensions thereof) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledgeall forms, the Company has filed all required reports, financial statements, schedules, statements and other documents required to be filed by it with the SEC since April 30, 2008 (collectively, including all exhibits thereto the "Company “SEC Reports"”). To The SEC Reports (i) were prepared, in all material respects, in accordance with the best applicable requirements of the Company's knowledgeSecurities Act and the Exchange Act, none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by in each case, the rules and regulations promulgated thereunder, and (ii) do not contain a filing prior to the date of this Agreement, then on the date of such filing), contained or will contain any untrue statement misstatement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading. To the best misleading as of the Company's knowledge each time the document was filed. S&W has previously made available to USR a true and correct copy of any amendment or modification to the SEC Reports that is required to be, but has not yet been, filed with the SEC. S&W has responded to all comment letters of the staff of the SEC relating to any SEC Reports. S&W and its subsidiaries have implemented and maintain (i) disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, and such controls and procedures are effective to ensure that all material information relating to S&W and its subsidiaries is made known to the chief executive officer and chief financial officer of S&W by others at S&W and its subsidiaries, and (ii) a system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements (including the related notes) included for external purposes in the Company accordance with GAAP. All SEC Reports presents fairlythat are filed between the date hereof and the Effective Time will be timely filed, will, in all material respects, the consolidated financial position comply and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth therein, all be prepared in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects accordance with the applicable requirements of the 33 Securities Act and the 34 Act and Exchange Act, as applicable, and, in each case, the rules and regulations promulgated thereunder. Each Subsidiary , and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the Company is treated as a consolidated Subsidiary of the Company circumstances in the financial reports of the Company included in the Company SEC Reportswhich they are made, not misleading.
Appears in 1 contract
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company Acquirer has timely furnished or filed all required forms, registration statements, reports, schedules, statements schedules and other documents required to be furnished or filed by it under the Exchange Act or the Securities Act with the Commission since July 30, 2015 (collectivelyall such documents filed prior to the date hereof, including all exhibits thereto collectively the "Company SEC ReportsDocuments"). To The SEC Documents, at the best time filed (or in the case of registration statements, solely on the Company's knowledge, none dates of effectiveness) (except to the Company SEC Reports, as of their respective dates (and, if amended extent corrected or superseded by a filing prior to the date of this Agreement, then on the date of such filing), contained or will subsequent SEC Document) (a) did not 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 light of the circumstances under which they were made, not misleading. To the best of the Company's knowledge each of the financial statements (including the related notes) included in the Company SEC Reports presents fairly, 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 the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), b) complied as to form in all material respects with the applicable requirements of the 33 Exchange Act and the 34 Act Securities Act, as the case may be. Any audited or unaudited financial statements and any notes thereto or schedules included in the SEC Documents (the "Acquirer Financial Statements"), at the time filed, (A) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations promulgated thereunder. Each Subsidiary of the Commission with respect thereto, (B) were prepared in accordance with GAAP applied on a consistent basis during the periods presented thereby (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Commission) and (C) 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 Acquirer and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. Xxxxxxx & Company is treated the independent registered public accounting firm that performs auditing services for the Acquirer and has not resigned or been dismissed as independent registered public accountants of the Acquirer as a consolidated Subsidiary result of or in connection with any disagreement with the Company in the Acquirer on any matter of accounting principles or practices, financial reports of the Company included in the Company SEC Reportsstatement disclosure or auditing scope or procedures.
Appears in 1 contract
Samples: Contribution, Conveyance and Assumption Agreement (Yangtze River Development LTD)
SEC Reports. (a) The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed all required reportsforms, schedulesreports and documents with the Securities and Exchange Commission (the "SEC").
(i) The Company has made available to Investor, statements and other documents required to be in the form filed with the SEC, the Company's (A) quarterly reports on Form 10-Q filed by it the Company with the SEC since January 1, 1998, (collectivelyB) all current reports on Form 8-K, (C) all information statements on Form 14C, and (D) all registration statements filed by the Company with the SEC since January 1, 1998 (collectively and as amended as required, including all the exhibits thereto thereto, the "Company SEC Reports"). To As of their respective dates, the best SEC Reports complied in all material respects with all applicable requirements of the Company's knowledgeSecurities Act and the Exchange Act, each as in effect on the dates such SEC Reports were filed. As of their respective dates, none of the Company SEC Reports, as of their respective dates (andincluding, if amended without limitation, any financial statements or superseded by a filing prior to the date of this Agreement, then on the date of such filing)schedules included therein, 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 light of the circumstances under which they were made, not misleading. To the best .
(ii) No subsidiary of the Company's knowledge each 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.
(iii) The audited consolidated financial statements (including and unaudited consolidated interim financial statements of the related notes) Company included in the Company SEC Reports presents fairly, fairly present in all material respects, in conformity with generally accepted accounting principles set forth in opinions and pronouncements of the Financial Accounting Standards Board and of the Accounting Principles Board of the American Institute of Certified Public Accountants or by such other entity as may be approved by a significant segment of the United States accounting profession, in each case as the same are applicable to the circumstances as of the date of determination ("GAAP") applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles then ended ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, subject to the absence of notes and normal year-end adjustments that in the case of any unaudited interim financial statements). The Company has heretofore made available or promptly will make available to Investor 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 the SEC Reports.
(b) Except as set forth in Schedule 2.6(b) hereto, the Company and are not expected to be material its subsidiaries have no liabilities of any nature (whether accrued, absolute, contingent or otherwise), except for:
(i) liabilities set forth in amount. To the best audited balance sheet of the Company dated June 30, 1998 or on the notes thereto, contained in the Company's knowledge all of such Company SEC Reportsquarterly report on Form 10-Q for the quarterly period ended June 30, as of their respective dates 1998;
(and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company ii) liabilities incurred in the financial reports ordinary course of the Company included business consistent with past practice since June 30, 1998; and
(iii) liabilities which would not, individually or in the aggregate, have a Company SEC ReportsMaterial Adverse Effect.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Elsinore Corp)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed all required reports, schedules, statements and other documents reports required to be filed by it under the Exchange Act, for the two years preceding the date hereof (collectively, including or such shorter period as the Company was required by law to file such material) (all exhibits thereto the "Company SEC Reports"). To the best of the Company's knowledge, none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “SEC Documents”). As of this Agreementtheir respective dates, then on the date SEC Documents complied in all material respects as to form with the requirements of such filing)the Securities Act and the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated hereunder, and none of the SEC Documents, when filed, 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 light of the circumstances under which they were made, not misleading. To The Company has advised the best Investor that a correct and complete copy of the Company's knowledge each of the SEC Documents (together with all exhibits and schedules thereto and as amended to date) is available at xxxx://xxx.xxx.xxx, a website maintained by the Commission where the Investor may view the SEC Documents. The financial statements (including of the related notes) Company included in the Company SEC Reports presents fairly, Documents (the “Financial Statements”) comply in all material respectsrespects 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 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 consolidated notes thereto, and fairly present in all material respects the financial position and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates or and for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during dates thereof and the results of operations and cash flows for the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC Reportsthen ended.
Appears in 1 contract
Samples: Subscription Agreement (iBio, Inc.)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 ActFinancial Statements. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed all required reports, schedules, statements and other documents reports required to be filed by it (collectivelyunder the Exchange Act, including all exhibits thereto pursuant to Section 13 or 15(d) thereof, for the "two years preceding the date hereof, or such shorter period as the Company was required by law to file such material, the foregoing materials (together with any materials filed by the Company under the Exchange Act, whether or not required) 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. To The Company has delivered to each Purchaser true, correct and complete copies of all SEC Reports filed within the best 10 days preceding the date hereof. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Company's knowledgeSecurities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing)when filed, 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. To the best The financial statements of the Company's knowledge each of the financial statements (including the related notes) Company included in the Company SEC Reports presents fairly, comply in all material respectsrespects 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 Canadian 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 consolidated notes 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 of the Company and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth thereinthen ended, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal normal, immaterial, year-end adjustments that have not been and are not expected audit adjustments. All material agreements to be material in amount. To which the best Company or any Subsidiary is a party or to which the property or assets of the Company's knowledge all Company or any Subsidiary are subject are included as part of such Company or specifically identified in the SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with extent required by the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC Reports.
Appears in 1 contract
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company CSR has filed all required reports, schedules, forms, statements and other documents required to be filed by it under the Act and the Securities Exchange Act of 1934, as amended (collectivelythe “Exchange Act”) since (and including) the 10-KSB filed on March 23, 2007, including all pursuant to Section 13(a), 13(c) or 15(d) thereof (the foregoing materials from and after March 23, 2007, including the exhibits thereto and documents incorporated by reference therein, 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. To the best As of the Company's knowledgedate of filing, in the case of SEC Reports filed pursuant to the Exchange Act (and to the extent such SEC Report was amended, then as of the date of filing of such amendment), and as of the date of effectiveness in the case of SEC Reports filed pursuant to the Act (and to the extent such SEC Report was amended, then as of the date of effectiveness of such amendment), the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, as applicable, and none of the Company SEC Reports, as of their respective dates the date of filing, in the case of SEC Reports filed pursuant to the Exchange Act (andand to the extent such SEC Report was amended, if amended or superseded by a filing prior then as to the date of this Agreementfiling of such amendment), then on and as of the date of effectiveness in the case of SEC Reports filed pursuant to the Act (and to the extent such filingSEC Report was amended, then as of the date of effectiveness of such amendment), 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. To the best of the Company's knowledge each of the financial statements (including the related notes) included in the Company SEC Reports presents fairly, 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 the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC Reports.
Appears in 1 contract
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company Buyer has filed with the SEC all required reportsforms, schedules, statements reports and other documents (collectively “Filings”) required to be filed with the SEC by it (collectivelypursuant to the Securities Act and the Exchange Act, including all exhibits thereto the "Company SEC Reports"). To the best of the Company's knowledge, none of the Company SEC Reports, which as of their respective dates (and, if amended or superseded by a filing prior to complied in all material respects with all applicable requirements of the date of this Agreement, then on Securities Act and the date Exchange Act. None of such filing)Filings, at the time filed, 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 light of the circumstances under which they were made, not misleading, except to the extent any such statements have been modified or superceded by a later Filing filed prior to the date hereof. To the best of the Company's knowledge each of the The audited consolidated financial statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries Buyer as of the respective dates or and for the respective periods set forth thereinperiod ending December 31, all 2004 (the “Buyer Financial Statements”) (a) were prepared from the books and records of Buyer in conformity with United States generally accepted accounting principles ("GAAP") consistently GAAP applied during on a consistent basis throughout the periods involved covered thereby (except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied (b) comply as to form in all material respects with the applicable accounting requirements of the 33 Act and the 34 Act and the published rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary SEC with respect thereto, and (c) fairly present in all material respects the financial condition and results of operations of the Company Buyer and its consolidated subsidiaries as of the respective dates thereof and for the periods covered thereby. Except as set forth in the financial reports Buyer Financial Statements, the Buyer and its Related Persons have no material liabilities or obligations of any nature (whether known or unknown and whether absolute, accrued, contingent or otherwise) required by GAAP to be set forth thereon except for current liabilities incurred in the Ordinary Course of Business since the respective dates thereof. The Buyer has delivered to Sellers copies of the Company included documentation creating or governing all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K of the Company SEC ReportsSEC) effected by the Buyer since December 31, 2003.
Appears in 1 contract
SEC Reports. The Company is a reporting corporation and is presently subject has previously made available to the reporting requirements as provided Purchasers true and complete copies of its (i) Annual Reports on Form 10-K for its fiscal years ended December 31, 1997 and December 31, 1998, (ii) Quarterly Reports on Form 10-Q for its quarterly periods ended March 31, 1998, June 30, 1998, September 30, 1998 and Marcx 00, 0000, (xxx) Xxxrent Reports on Form 8-K dated December 24, 1998 and May 18, 1999, (iv) definitive proxy statements for its 1998 and 1999 annual stockholders meetings, and (v) any other reports or registration statements filed by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on with the Pink Sheets under Securities and Exchange Commission (the symbol "KREN." To Commission") since January 1, 1998, except for preliminary material, which are all the best of the Coxxxxy's knowledge, documents that the Company has filed all required reports, schedules, statements and other documents was required to be filed by it file since that date (collectively, including all exhibits thereto the "Company SEC Reports"). To the best of the Company's knowledge, none of the Company SEC Reports, as As of their respective dates dates, the SEC Reports complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing"Securities Act"), contained or will the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the Commission thereunder applicable to such SEC Reports. As of their respective dates, the SEC Reports did not 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 to make the statements therein, in light of the circumstances under in which they were made, not misleading. To the best The audited consolidated financial statements and unaudited interim financial statements of the Company's knowledge each of the financial statements (including the related notes) Company included in the Company SEC Reports presents fairly, 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 the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied comply as to form in all material respects with applicable accounting requirements and with the applicable requirements of the 33 Act and the 34 Act and the published rules and regulations promulgated thereunder. Each Subsidiary of the Commission with respect thereto (except as may be indicated thereon or in the notes thereto), have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby and present fairly the financial condition of the Company is treated as a consolidated Subsidiary of such dates and the results of operations, changes in stockholders' equity and cash flows of the Company in the financial reports of the Company included in the Company SEC Reportsfor such period.
Appears in 1 contract
Samples: Stock Purchase Agreement (Tricord Systems Inc /De/)
SEC Reports. The Company is a reporting corporation (a) All registration statements, reports and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed all required reports, schedules, definitive proxy statements and other documents required to be filed by it Buyer with the Securities and Exchange Commission (collectively"SEC") between January 1, including all exhibits thereto 2002 and the date hereof (the "Company Buyer SEC ReportsDocuments")) have been so filed. To the best As of the Company's knowledge, none of time it was filed with the Company SEC Reports, as of their respective dates (andor, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Buyer SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto and (ii) none of the Buyer SEC Documents 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. To the best .
(b) As of the Company's knowledge each of time filed with the SEC, the financial statements (including the any related notes) included contained in the Company Buyer SEC Reports presents fairly, 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 the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles Documents: ("GAAP"i) consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the published rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated SEC applicable thereto, (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as a consolidated Subsidiary may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the Company SEC or the regulations promulgated under the Exchange Act by the SEC) and (iii) fairly presented, in all material respects, the financial reports position of Buyer and its consolidated subsidiaries, as of the Company included in respective dates thereof and the Company SEC Reportsresults of operations of Buyer and its consolidated subsidiaries for the periods covered thereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (Health Fitness Corp /MN/)
SEC Reports. The Company Company's Common Stock is a reporting corporation listed on the NASDAQ Small Cap Market and has been duly registered with the SEC under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"). The trading symbol for the Company's Common Stock is presently subject to "AQCR." Since the reporting requirements as provided by Section 13 and 15(d) date of the 34 Act. The common stock of filing by the Company is presently quoted on of its initial registration statement with the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledgeSEC, the Company has timely filed all required reports, schedulesregistrations, proxy or information statements and all other documents documents, together with any amendments required to be made thereto, required to be filed by it with the SEC under the Securities Act and the Exchange Act (collectively, including the "SEC REPORTS"). The Company previously has furnished to Purchaser true copies of all the SEC Reports, together with all exhibits thereto that Purchaser has requested, and the Company's annual report to stockholders for the year ended December 31, 1996, which annual report meets the requirements of Rule 14a-3 or 14e-3 under the Exchange Act (the "Company SEC ReportsANNUAL REPORT"). To The financial statements contained in the best of SEC Reports fairly presented (or will fairly present, as the Company's knowledge, none case may be) the financial position of the Company SEC Reportsas of the dates mentioned and the results of operations, as changes in stockholders' equity and changes in financial position or cash flows for the periods then ended in conformity with GAAP applied on a consistent basis throughout the periods involved. As of their respective dates dates, the SEC Reports complied (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), contained or will comply, as the case may be) in all material respects with all rules and regulations promulgated by the SEC and did not (or will not, as the case may be) 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 light of the circumstances under which they were made, not misleading. To the best of the Company's knowledge each of the financial statements (including the related notes) included in the Company SEC Reports presents fairly, 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 the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC Reports.
Appears in 1 contract
Samples: Debenture Purchase Agreement (Aqua Care Systems Inc /De/)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company Hexcel has filed or furnished all required registration statements, prospectuses, reports, schedules, statements forms, statements, certifications and other documents required to be filed by it (collectivelyincluding exhibits and all other information incorporated therein, including all regardless of when such exhibits thereto and other information were filed) with the "Company SEC since December 31, 2016 (the “Hexcel SEC Reports"”). To As of their respective dates, the best Hexcel SEC Reports complied in all material respects with the requirements of the Company's knowledgeSecurities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Hexcel SEC Reports, and none of the Company Hexcel SEC Reports, as of Reports when filed and at their respective dates (andeffective times, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing)applicable, 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 light of the circumstances under which they were made, not misleading. To the best of the Company's knowledge each of the financial statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries except that information filed or furnished as of a later date (but before the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP"date of this Agreement) consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, shall be deemed to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, modify information as of their respective dates (and as an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any amendment of the Hexcel SEC Reports, and, to the respective knowledge of Hexcel, none of the Company Hexcel SEC Report), complied as Reports is the subject of any outstanding SEC investigation. No Hexcel Subsidiary is required to form in all material respects file reports with the applicable SEC pursuant to the requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC ReportsExchange Act.
Appears in 1 contract
Samples: Merger Agreement (Woodward, Inc.)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements Except as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledgeset forth in Schedule 3.10 hereto, the Company Seller has filed with the Securities and Exchange Commission (the "Commission") all required reports, schedulesregistration statements, definitive proxy statements and other documents documents, including any amendments thereto and supplements thereof, required to be filed by it with the Commission (collectively, including all exhibits thereto the "Company SEC Reports"). To ) since the best effectiveness of the Company's knowledgeregistration statement relating to its initial public offering in October 1992, none all of which have complied in all material respects with all applicable requirements of the Company SEC ReportsSecurities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder. Except as disclosed in Schedule 3.10 hereto, as of their respective dates of filing in final or definitive form (andor, if amended or superseded by a filing prior to the date of this Agreementsubsequent filing, then on the date of such subsequent filing), none of the SEC Reports of the Seller, including, without limitation, any financial statements or schedules included therein, 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 light of the circumstances under in which they were made, not misleading. To the best Each of the Company's knowledge each balance sheets (including the related notes) included in the SEC Reports of the Seller fairly presents the consolidated financial position of the Seller as of the respective dates thereof, and the other related financial statements (including the related notes) included therein fairly presented the consolidated results of operations and changes in financial position of the Seller for the respective periods indicated, except, in the case of interim financial statements, for year-end audit adjustments, consisting only of normal recurring accruals. Each of the financial statements (including the related notes) included in the Company SEC Reports presents fairly, 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 the respective dates or for the respective periods set forth therein, all Seller has been prepared in conformity accordance with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved principles, except as otherwise noted therein, and subjecttherein or, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with permitted by the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC ReportsCommission.
Appears in 1 contract
Samples: Purchase and Loan Agreement (Voice Powered Technology International Inc)
SEC Reports. The Company is a reporting corporation and is presently subject Parent has made available to the reporting Company copies of its Annual Report on Form 10-K for the fiscal year ended December 31, 2004, Quarterly Reports on Form 10-Q for the quarters ended April 3, 2005, July 3, 2005 and October 2, 2005 and all other reports or registration statements filed by Parent with the SEC under applicable Laws since December 31, 2003 (all such reports and registration statements being herein collectively called the “Parent SEC Filings”), each as filed with the SEC. Each such Parent SEC Filing, when it became effective or was filed with the SEC, as the case may be, complied in all material respects with the requirements as provided by Section 13 and 15(d) of the 34 Securities Act and the Exchange Act. The common stock , as applicable, and the rules and regulations of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed all required reports, schedules, statements SEC thereunder and other documents required to be filed by it (collectively, including all exhibits thereto the "Company each Parent SEC Reports"). To the best of the Company's knowledge, none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then Filing did not on the date of such effectiveness or filing), contained or will as the case may be, 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading. To Parent has made all filings required to be made under the best Exchange Act for the twelve (12) months prior to the date of the Company's knowledge each of the this Agreement. The financial statements (including the related notes) of Parent included in the Company Parent SEC Reports presents fairly, 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 the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), Filings complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, as of the respective dates of effectiveness or filing of such Parent SEC Filings, were prepared in accordance with GAAP applied on a consistent basis during the periods covered involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the 33 Act case of the unaudited statements, to normal year end adjustments, none of which in the aggregate will be material) the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective dates and the 34 Act consolidated results of operations and the rules consolidated cash flows of Parent and regulations promulgated thereunderits consolidated Subsidiaries for the periods presented therein. Each Subsidiary The chief executive officer and the chief financial officer of Parent have signed, and Parent has filed with the SEC, all certifications required by Section 906 of the Company Xxxxxxxx-Xxxxx Act of 2002 and such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn, and neither Parent nor any of its officers has received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing of such certifications. As used in this Section 4.9, the term “file” shall be broadly construed to include any manner in which a document or information is treated as a consolidated Subsidiary of filed with the Company in the financial reports of the Company included in the Company SEC ReportsSEC.
Appears in 1 contract
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed all required reports, schedules, statements forms, statements, and other documents required to be filed by it with the Securities and Exchange Commission (collectively, including all exhibits thereto the "Company SEC") (together with other documents that revise or supersede earlier filed documents, the "SEC Reports"). To The Company has delivered or made available to the best Investors true and complete copies of the Company's knowledge, none of the Company SEC Reports, as . As of their respective dates (anddates, if amended the SEC Reports complied in all material respects with the requirements of the 1933 Act or superseded by a filing prior the 1934 Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None of the date of this Agreement, then on the date of such filing), SEC Reports 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 light of the circumstances under which they were made, not misleading. To the best The financial statements of the Company's knowledge each of the financial statements (including the related notes) Company included in the Company SEC Reports presents fairly, complied as of their respective dates of filing with the SEC in all material respects, respects with applicable accounting requirements and the consolidated financial position published rules and consolidated results of operations and cash flows regulations of the Company and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth thereinSEC with respect thereto, all have been prepared in conformity accordance with United States generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) consistently applied on a consistent basis during the periods involved (except as otherwise noted thereinmay be indicated in the notes thereto), and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amountaudit adjustments). To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as As of the date of any amendment to the respective hereof, the Company SEC Report), complied as has on a timely basis made all filings required to form in all material respects be made by the Company with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC ReportsSEC.
Appears in 1 contract
SEC Reports. The Company is a reporting corporation Each form, report, schedule, registration statement and is presently subject definitive proxy statement filed by Buyer with the SEC on and after July 26, 2002 and prior to the reporting requirements date hereof (as provided by Section 13 and 15(d) of such documents have been amended prior to the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledgedate hereof, the Company has filed all required reports, schedules, statements and other documents required to be filed by it (collectively, including all exhibits thereto the "Company Buyer SEC Reports"). To , as of their respective dates, complied in all material respects with the best applicable requirements of the Company's knowledge, none Securities Act and the Securities Exchange Act. None of the Company Buyer SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior the date on which such Buyer SEC Report was declared effective pursuant to the date of this Agreement, then on Securities Act or the date of on which such filing)Buyer SEC Report was filed pursuant to the Exchange Act, as applicable, contained or will contain contains any untrue statement of a material fact or omitted or will omit omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. To the best of the Company's knowledge each of the The consolidated financial statements (including the related notes) of Buyer and its subsidiaries included in the Company SEC Reports presents fairly, such reports comply as to form in all material respects, respects with applicable accounting requirements and with the consolidated financial position published rules and consolidated results of operations and cash flows regulations of the Company and its consolidated Subsidiaries SEC with respect thereto, have been prepared in accordance with GAAP, consistently applied (except as set forth in the notes thereto or, in the case of the respective dates or for unaudited interim financial statements, as permitted by Form 10-Q of the respective periods set forth therein, SEC) and fairly present in all in conformity with United States generally accepted accounting principles material respects ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal normal, year-end adjustments that have not been audit adjustments) the consolidated financial position of Buyer and are not expected its subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since July 26, 2002, Buyer has timely filed with the SEC all forms, reports and other documents required to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of filed prior to the date hereof, and no subsidiary of Buyer has filed, or been required to file, any amendment form, report or other document with the SEC, in each case, pursuant to the respective Securities Act or the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC ReportsExchange Act.
Appears in 1 contract
Samples: Stock Purchase Agreement (SCB Computer Technology Inc)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed all required reports, schedules, forms, statements and other documents required to be filed by it under the Securities Exchange Act of 1934, as amended (collectivelythe “Exchange Act”), including all exhibits thereto without limitation pursuant to Section 13(a) or 15(d) thereof, since the "Company SEC Reports"). To the best filing of the Company's knowledge’s Annual Report on Form 10-K for the fiscal year ended December 31, none 2014 (the “2014 Form 10-K”) through the date hereof 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 Company SEC Reportsexpiration of any such extension. As of its respective filing date, as of their respective dates (andor, if amended or superseded by a filing prior to the date of this Agreementhereof, then on the date of such filing), contained the 2014 Form 10-K, and all other reports of the Company filed with the SEC pursuant to the Exchange Act from the filing date of the 2014 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”) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act. As of its filing date (or, if amended or will superseded by a filing prior to the date hereof, on the date of such filing), each SEC Report filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omitted or will 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. To the best As of the Company's knowledge each of their respective dates, the financial statements (including of the related notes) Company included in the Company SEC Reports presents fairly, 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 the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable accounting requirements of the 33 Act and the 34 Act and the published rules and regulations promulgated thereunderof the SEC with respect thereto. Each Subsidiary Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company is treated and its consolidated subsidiaries as a consolidated Subsidiary of the Company dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the financial reports case of the Company included in the Company SEC Reportsunaudited statements, to normal year-end audit adjustments).
Appears in 1 contract
Samples: Series a Convertible Preferred Stock Purchase Agreement (Solazyme Inc)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company Parent has filed or furnished all required registration statements, prospectuses, reports, schedules, statements forms, statements, certifications and other documents required to be filed by it (collectivelyincluding exhibits and all other information incorporated therein, including all regardless of when such exhibits thereto and other information were filed) with the "Company SEC since January 1, 2018 (the “Parent SEC Reports"”). To As of their respective dates, the best Parent SEC Reports and the Spinoff Filings complied in all material respects with the requirements of the Company's knowledgeSecurities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Parent SEC Reports and the Spinoff Filings, as applicable, and none of the Company Parent SEC Reports, as of Reports or the Spinoff Filings when filed and at their respective dates (andeffective times, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing)applicable, 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 light of the circumstances under which they were made, not misleading. To the best of the Company's knowledge each of the financial statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries except that information filed or furnished as of a later date (but before the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP"date of this Agreement) consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, shall be deemed to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, modify information as of their respective dates (and as an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any amendment of the Parent SEC Reports, and, to the respective knowledge of Parent, none of the Company Parent SEC Report), complied as Reports is the subject of any outstanding SEC investigation. No Parent Subsidiary is required to form in all material respects file reports with the applicable SEC pursuant to the requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC ReportsExchange Act.
Appears in 1 contract
Samples: Merger Agreement (Synnex Corp)
SEC Reports. The Company is a reporting corporation and is presently subject has previously made available to the reporting requirements Purchasers true and complete copies of its (i) Annual Report on Form 10-K (as provided amended by Section 13 Amendment No. 1 thereto on Form 10-K/A) for its fiscal year ended December 31, 2001, (ii) Quarterly Reports on Form 10-Q for its quarterly periods ended March 31, 1999, June 30, 1999 (as amended by Amendments No. 1 and 15(dNo. 2 thereto on Form 10-Q/A) of the 34 Act. The common stock of and September 30, 1999, (iii) Current Reports on Form 8-K dated July 16, 2002, August 13, 2002 and October 4, 2002, (iv) definitive proxy statement for its 2002 annual stockholders meeting, and (v) any other reports or registration statements filed by the Company is presently quoted on with the Pink Sheets under Securities and Exchange Commission (the symbol "KREN." To “Commission”) since January 1, 2002, except for preliminary material, which are all the best of the Coxxxxy's knowledge, documents that the Company has filed all required reports, schedules, statements and other documents was required to be filed by it file since that date (collectively, including all exhibits thereto the "Company “SEC Reports"”). To As of their respective dates, the best SEC Reports complied as to form in all material respects with the requirements of the Company's knowledgeSecurities Exchange Act of 1934, none as amended (the “Exchange Act”), and the rules and regulations of the Company Commission thereunder applicable to such SEC Reports. As of their respective dates, the SEC Reports, as of their respective dates (andwhen read together with previously filed SEC Reports, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), contained or will did not 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 to make the statements contained therein, in light of the circumstances under which they were made, not misleading, except as updated, corrected or superceded by subsequently filed SEC Reports. To Except as may be indicated therein or in the best notes thereto, the audited consolidated financial statements and unaudited interim financial statements of the Company's knowledge each of the financial statements (including the related notes) Company included in the Company SEC Reports presents fairly, 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 the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied comply as to form in all material respects with applicable accounting requirements and with the applicable requirements of the 33 Act and the 34 Act and the published rules and regulations promulgated thereunder. Each Subsidiary of the Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby and fairly present in all material respects the financial condition of the Company is treated as a consolidated Subsidiary of the dates indicated and the results of operations, changes in stockholders’ equity and cash flows of the Company in for the financial reports of the Company included in the Company SEC Reports.period
Appears in 1 contract
SEC Reports. The Company is Issuer became a public company on February 16, 1995 pursuant to a registration statement on Form S-1 and simultaneously became a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets company under the symbol "KREN." To the best of the Coxxxxy's knowledgeExchange Act, the Company and since such date Issuer has filed with the Commission all required reports, schedules, statements and other documents SEC Reports required to be filed by it (collectivelyunder each of the Securities Act and the Exchange Act, including and the respective rules and regulations thereunder and except as set forth in Section 3.12 of the Disclosure Schedule, no SEC Report has been filed late with the Commission. The Issuer has furnished or made available or will make available to Purchaser true and correct copies of all exhibits thereto the "Company SEC Reports"). To As of their respective filing dates, the best SEC Reports complied in all material respects with the requirements of the Company's knowledgeSecurities Act and the Exchange Act, and the applicable rules and regulations of the Commission thereunder, as the case may be, and none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), Reports 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 to make the statements made therein, in light of the circumstances under in which they were made, not misleading. To the best The financial statements of the Company's knowledge each of the financial statements (Purchaser, including the related notes) notes thereto, included in the Company SEC Reports presents fairly, 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 the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied comply as to form in all material respects with applicable accounting requirements and with the applicable requirements of the 33 Act and the 34 Act and the published rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated Commission with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a basis consistent throughout the periods indicated and consistent with each other (except as a consolidated Subsidiary may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Commission rules) and present fairly the financial position of the Company Issuer at the dates thereof and of its operations and cash flows for the periods then ended (subject, in the financial reports case of the Company included unaudited statements, to normal, recurring audit adjustments which will not be material in amount or significance). There has been no change in the Company SEC ReportsIssuer's accounting policies except as described in the notes to such financial statements.
Appears in 1 contract
Samples: Securities Purchase Agreement (Overseas Filmgroup Inc)
SEC Reports. The (a) Since January 1, 2016, the Company is a reporting corporation and is presently subject to has complied in all material respects with the reporting filing requirements as provided by Section 13 of Sections 13(a), 14(a) and 15(d) of the 34 Exchange Act. The common stock , and, as applicable, of the Company is presently quoted on the Pink Sheets under the symbol "KRENSecurities Act." To the best of the Coxxxxy's knowledge, the Company has filed all required reports, schedules, statements and other documents required to be filed by it
(collectively, including all exhibits thereto the "Company SEC Reports"). To the best of the Company's knowledge, none of the Company b) The SEC Reports, as of their respective dates (and, if amended when they became effective or superseded by a filing prior were filed with or furnished to the date Commission, as the case may be, complied in all material respects with the requirements of this Agreementthe Securities Act and the Exchange Act, then on as applicable, and the date rules and regulations of the Commission promulgated thereunder and none of such filing)documents, when they became effective or were filed with or furnished to the Commission, as the case may be, contained or will contain any an untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading. To the best .
(c) The financial statements of the Company's knowledge Company on a consolidated basis for each of the periods included (or incorporated by reference) 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 (including the related notes) included have been prepared in accordance with Generally Applicable Accounting Principles in the Company SEC Reports presents fairlyUnited States (“US GAAP”) applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto. Such financial statements fairly present in all material respects, in accordance with US GAAP, the consolidated financial position condition, cash flows and consolidated results of operations and cash flows of the Company and its on a consolidated Subsidiaries basis as of the respective dates or and for the respective periods indicated therein. Except as set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim such financial statements, neither the Company nor its subsidiaries has any material liabilities other than liabilities and obligations that have arisen in the ordinary course of business and which would not be required to be reflected in financial statements prepared in accordance with US GAAP. * Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the absence confidentiality request. Omissions are designated as [**]. A complete version of notes and normal year-end adjustments that have not this exhibit has been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment provided separately to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act Securities and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC ReportsExchange Commission.
Appears in 1 contract
SEC Reports. (a) The Company is a reporting corporation has filed with the SEC, among other reports (i) Annual Reports on Form 20-F for the fiscal years ended December 31, 1997 and is presently subject 1998 as filed with the United States Securities and Exchange Commission (the "SEC"), (ii) all other documents filed with the SEC (pursuant to the reporting requirements as provided by Section 13 13, 14(a) and 15(d) of the 34 Securities Exchange Act of 1934, as amended (the "Exchange Act. The common stock of ")) and the Canadian securities regulatory authorities since January 1, 1996 and (iii) all registration statements filed with the SEC since January 1, 1996, which are all the documents (other than preliminary material) that the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed all required reports, schedules, statements and other documents or was required to be filed by it file with the SEC or the Canadian securities regulatory authorities from that date through the date hereof (collectively, including all exhibits thereto clauses (i) through (iii) being referred to herein collectively as the "Company SEC Reports"). To Except to the best of extent they may have been subsequently amended or otherwise modified prior to the Company's knowledge, none of the Company SEC Reportsdate hereof by subsequent reporting or filings, as of their respective dates dates, the SEC Reports (and, if as the same may have been amended or superseded by a filing otherwise modified) complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act and the rules and regulations of the SEC thereunder applicable to such reports and registration statements. Except to the extent they may have been subsequently amended or otherwise modified prior to the date hereof by subsequent reporting or filings, as of this Agreementtheir respective dates, then on the date of such filing), contained or will SEC Reports did not 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 to make the statements therein, in light of the circumstances under which they were made, not misleading. To .
(b) The audited consolidated financial statements as at and for the best period ended December 31, 1998 of the Company's knowledge each of the financial statements (including the related notes) Company included in the Company SEC Reports presents (the "1998 Financial Statements") comply as to form in all material respects with accounting requirements of the Securities Act or the Exchange Act, as applicable, and with the published rules and regulations of the SEC with respect thereto. The 1998 Financial Statements (i) have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto), (ii) present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as of the respective dates or thereof and the results of their operations and cash flows for the respective periods set forth therein, then ended and (iii) are in all material respects in conformity agreement with United States generally accepted accounting principles the books and records of the Company and its subsidiaries.
("GAAP"c) consistently applied during the periods involved except Except as otherwise noted thereindisclosed in a Form 6-K filed by the Company on July 7, and subject1999, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best statements of the Company's knowledge Company as at and for all of such Company periods commencing on or after January 1, 1999 included in the SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied Reports comply as to form in all material respects with the applicable accounting requirements of the 33 Securities Act or the Exchange Act, as applicable, and with the published rules and regulations of the SEC with respect thereto. Except as otherwise disclosed in a Form 6-K filed by the Company on July 7, 1999, the condensed financial statements included in the SEC Reports: (i) have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto); (ii) present fairly, in all material respects, the financial position of the Company and its subsidiaries as of the dates thereof and the 34 results of their operations and cash flows for the periods then ended subject to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules and regulations promulgated thereunder. Each Subsidiary ; and (iii) are in all material respects in agreement with the books and records of the Company is treated as a consolidated Subsidiary and its subsidiaries.
(d) The Company and its subsidiaries keep proper accounting records in which all material assets and liabilities, and all material transactions, of the Company and its subsidiaries are recorded in conformity with applicable accounting principles. No part of the financial reports Company's or any of its subsidiaries, accounting system or records, or access thereto, is under the control of a Person who is not an employee of the Company included or such subsidiary.
(e) The Company, along with its subsidiaries, had less than $25,000,000 of aggregate sales in the Company SEC ReportsUnited States in the most recently completed fiscal year, and as of September 30, 1999 owned, either directly or indirectly, assets in the United States with an aggregate book value of less than $15,000,000.
Appears in 1 contract
Samples: Common Shares Purchase Agreement (Warburg Pincus Equity Partners Lp)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements has timely filed or furnished, as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledgeapplicable, the Company has filed all required reports, proxy statements, schedules, statements forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) required to be filed by it the Company under the Securities Exchange Act of 1934, as amended (collectivelythe “Exchange Act”) (together with the Super 8-K, including all exhibits thereto the "Company “SEC Reports"”), for the three (3) years preceding the date hereof (or such shorter period since the Company was first required by law or regulation to file such material). To the best of the Company's knowledge, none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing The draft Super 8-K to be furnished to each Purchaser prior to the date of this Agreement, then on Initial Closing will not materially deviate from the date of such filing), contained or will contain any untrue statement of a material fact or omitted or will omit Super 8-K without written notification to state a material fact required the Purchaser prior to be stated therein or necessary to make the statements therein, in light filing of the circumstances under which Super 8-K. The SEC Reports at the time they were made, not misleading. To the best of the Company's knowledge each of the financial statements (including the related notes) included in the Company SEC Reports presents fairlyfiled complied, in all material respects, with the consolidated financial position and consolidated results of operations and cash flows requirements of the Company Securities Act, the Exchange Act and its consolidated Subsidiaries the Xxxxxxxx-Xxxxx Act as applicable. 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 that are not described, in all material 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 SEC Reports. As of the respective dates date hereof, there are no outstanding or for unresolved comments in comment letters received from the respective periods set forth thereinSEC staff with respect to the SEC Reports. None of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subjectother governmental inquiries or investigations or internal investigations pending or threatened, in the each case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best regarding any accounting practice of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC Reports.
Appears in 1 contract
Samples: Subscription Agreement (Peninsula Acquisition Corp)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company Xxxxxxxx has filed or furnished all required registration statements, prospectuses, reports, schedules, statements forms, statements, certifications and other documents required to be filed by it (collectivelyincluding exhibits and all other information incorporated therein, including all regardless of when such exhibits thereto and other information were filed) with the "Company SEC since September 30, 2016 (the “Xxxxxxxx SEC Reports"”). To As of their respective dates, the best Xxxxxxxx SEC Reports complied in all material respects with the requirements of the Company's knowledgeSecurities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Xxxxxxxx SEC Reports, and none of the Company Xxxxxxxx SEC Reports, as of Reports when filed and at their respective dates (andeffective times, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing)applicable, 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 light of the circumstances under which they were made, not misleading. To the best of the Company's knowledge each of the financial statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries except that information filed or furnished as of a later date (but before the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP"date of this Agreement) consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, shall be deemed to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, modify information as of their respective dates (and as an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any amendment of the Xxxxxxxx SEC Reports, and, to the respective knowledge of Xxxxxxxx, none of the Company Xxxxxxxx SEC Report), complied as Reports is the subject of any outstanding SEC investigation. No Xxxxxxxx Subsidiary is required to form in all material respects file reports with the applicable SEC pursuant to the requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC ReportsExchange Act.
Appears in 1 contract
Samples: Merger Agreement (Woodward, Inc.)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has timely filed all required reports, ----------- schedules, statements forms, statements, and other documents required to be with the SEC since January 1, 1997 (together with other documents that revise or supersede earlier filed by it (collectivelydocuments, including all exhibits thereto the "Company SEC Reports"). To The Company has delivered or made available to ----------- the best Investors true and complete copies of the Company's knowledge, none of the Company SEC Reports, as . As of their respective dates filing dates, the SEC Reports complied in all respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing"Exchange Act"), and the rules and regulations of the SEC ------------ promulgated thereunder applicable to such SEC Reports. None of the SEC Reports 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 light of the circumstances under which they were made, not misleading. To the best The financial statements of the Company's knowledge each of the financial statements (including the related notes) Company included in the Company SEC Reports presents fairly, complied as of their respective filing dates in all material respects, respects with applicable accounting requirements and the consolidated financial position published rules and consolidated results of operations and cash flows regulations of the Company and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth thereinSEC with respect thereto, all have been prepared in conformity accordance with United States generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) consistently applied on a consistent basis during the periods involved (except as otherwise noted thereinmay be indicated in the notes thereto), and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amountaudit adjustments). To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as As of the date of any amendment to the respective hereof, the Company SEC Report)has, complied as on a timely basis, made all filings required to form in all material respects be made by the Company with the applicable requirements of the 33 Act SEC and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as eligible to file a consolidated Subsidiary registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the Company in account of any person other than the financial reports of the Company included in the Company SEC ReportsCompany.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (KFX Inc)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledgeSince January 1, 2005, the Company Purchaser has filed all required reports, schedules, forms, statements and other documents required to be with the SEC (such documents filed by it (collectivelysince January 1, including 2005, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company “Purchaser SEC Reports"Documents”). To As of their respective dates, the best Purchaser SEC Documents complied in all material respects with the requirements of the Company's knowledgeSecurities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Purchaser SEC Documents, and none of the Company Purchaser SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), Documents 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 light of the circumstances under which they were made, not misleading. To the best The financial statements of the Company's knowledge each of the financial statements (including the related notes) Purchaser included in the Company Purchaser SEC Reports presents fairlyDocuments, as of their respective dates, complied in all material respectsrespects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except, in the consolidated case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position of the Purchaser as of the dates thereof and consolidated the results of its operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles then ended ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end audit adjustments and other adjustments described therein that have not been and are not expected by Purchaser to be material individually or in amountthe aggregate). To No material adverse change in the best business, assets, operations or financial condition of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as Purchaser has occurred since the end of the date of any amendment to period covered by the respective most recently filed the Company Purchaser SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC ReportsDocument.
Appears in 1 contract
SEC Reports. (a) The Company is a reporting corporation has heretofore filed with the ----------- Securities and is presently subject Exchange Commission (the "SEC") pursuant to the reporting requirements Securities Exchange Act of 1934, as provided by Section 13 and 15(d) of amended (the 34 "Exchange Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge), the Company has filed all required reports, schedules, statements reports and other documents required to be filed by it (collectivelyfiled, including all exhibits thereto an Annual Report on Form 10-K for the year ended December 31, 1995 (the "Company SEC ReportsForm 10-K"). To None of such reports, or any other reports, documents, registration statements, definitive proxy materials and other filings required to be filed with the best SEC under the rules and regulations of the Company's knowledge, none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), contained or will contain "SEC Filings") contains any untrue statement of a material fact or omitted or will omit 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 light of the circumstances under which they were made, not misleading. To .Since December 31, 1995, the best Company has timely filed with the SEC all SEC Filings and all such SEC Filings complied with all applicable requirements of the Company's knowledge each Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as applicable and the rules thereunder. The audited financial statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company included or incorporated by reference in the Form 10-K and its consolidated Subsidiaries as of the respective dates or for unaudited financial statements contained in the respective periods set forth therein, all quarterly reports on Form 10-Q each have been prepared in conformity accordance with such acts and rules and with United States generally accepted accounting principles ("GAAP") consistently applied during on a consistent basis throughout the periods involved indicated therein and with each other, except as otherwise noted thereinmay be indicated therein or in the notes thereto and fairly present the financial condition of the Company as at the dates thereof and the results of its operations and statements of cash flows for the periods then ended, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments 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.
(b) Since September 30, 1996, and except as previously disclosed to the Investor in writing there has been no:
(i) change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Form 10-K, except changes in the ordinary course of business that have not been not, individually or in the aggregate, resulted in and are not reasonably expected to result in a Material Adverse Effect (and except that the Company expects to continue to incur substantial operating losses, which may be material);
(ii) damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the business, properties or financial condition of the Company (and except that the Company expects to continue to incur substantial operating losses, which may be material);
(iii) waiver or compromise by the Company of a material right or of a material debt owed to it;
(iv) satisfaction or discharge of any lien, claim or encumbrance by the Company, except in amount. To the best ordinary course of business and which is not material to the business, properties or financial condition of the Company (as such business is presently conducted);
(v) material change to a material contract or arrangement by which the Company or any of its assets is bound or subject;
(vi) sale, assignment or transfer to a third party that is not an Affiliate (as hereafter defined) of any material patents, trademarks, copyrights, trade secrets or other intangible assets for compensation which is less than fair value;
(vii) mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable; or
(viii) declaration, setting aside or payment or other distribution in respect of any of the Company's knowledge all of such Company SEC Reportscapital stock, as of their respective dates (and as of the date except any direct or indirect redemption, purchase or other acquisition of any amendment to such stock by the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC Reports.Company; or
Appears in 1 contract
SEC Reports. The Company is a reporting corporation and is presently subject Since January 1, 1998, to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of its knowledge the Coxxxxy's knowledge, the Company Parent has filed all required reportsforms, schedules, statements reports and other documents ("Parent SEC Reports") with the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder, all of which have complied in all material respects with all applicable requirements of the Securities Act and the Securities Exchange Act of 1934 (collectively, including all exhibits thereto the "Company SEC ReportsExchange Act"), and the rules and interpretive releases promulgated thereunder. To the best None of the Company's knowledge, none of the Company such Parent SEC Reports, as of their respective dates (andincluding without limitation any financial statements, notes, or schedules included therein, at the time filed, contained, or, if amended or superseded by a filing prior to be filed in the date of this Agreementfuture will contain, then on the date of such filing), contained or will contain any untrue statement of a material fact fact, or omitted omitted, omit or will 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. To the best Each of the Company's knowledge consolidated balance sheets in or incorporated by reference into the Parent 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 financial related consolidated statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and retained earnings and cash flows or equivalent statements in the Parent SEC Reports (including any related notes and schedules) fairly presents or will fairly present the results of operations, retained earnings and cash flows, as the case may be, of the Company and its consolidated Subsidiaries as of the respective dates entity or entities to which it relates for the respective periods period set forth therein, all in conformity with United States generally accepted accounting principles therein ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, subject in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected audit adjustments) in each case in accordance with generally-accepted accounting principles applicable to the particular entity consistently applied throughout the periods involved, except as may be noted therein. The consolidated financial statements included or to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company Parent SEC ReportsReports are hereinafter sometimes collectively referred to as the "Parent Financial Statements."
Appears in 1 contract
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements Borrower has timely filed with or furnished to, as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledgeapplicable, the Company has filed Securities and Exchange Commission (the “SEC”) all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2010 (collectively, including all exhibits thereto the "Company “Borrower SEC Reports"Documents”). To The Borrower has made available to the best of Lender all such Borrower SEC Documents that it has so filed or furnished prior to the Company's knowledge, none of the Company SEC Reports, as date hereof. As of their respective filing dates (andor, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of this Agreementthe Borrower SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act and Exchange Act applicable to such Borrower SEC Documents. None of the Borrower SEC Documents, then on including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed or furnished (or, if amended or superseded by a subsequent filing, as of the date of the last such filingamendment or superseding filing prior to the date hereof), 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 light of the circumstances under which they were made, not misleading. To the best None of the Company's knowledge each of the financial statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated Borrower’s Subsidiaries as of the respective dates is required to file with or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, furnish to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reportsany forms, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC Reportsor other documents.
Appears in 1 contract
Samples: Term Loan Agreement (BNC Bancorp)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d(a) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledgeSince January 1, the Company 2001, Buyer has timely filed all required reports, schedules, statements and other documents required to be filed by it forms with the Securities and Exchange Commission (collectively, and in each case including all amendments, exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Reports"). To the best As of the Company's knowledge, none of the Company SEC Reports, as of their respective dates its filing date (andor, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such 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 to make the statements therein, in light of the circumstances under which they were made, not misleading. To the best of the Company's knowledge each of the financial statements (including the related notes) included in the Company SEC Reports presents fairly, 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 the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), Report complied as to form in all material respects with the applicable requirements of the 33 Securities Act and the 34 Act Securities Exchange Act, as the case may be. As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), none of the SEC Reports contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed SEC Report.
(b) The consolidated financial statements (including any related notes) included in the SEC Reports (the "Buyer Financial Statements") fairly present in all material respects the consolidated financial position, statements of equity, cash flows and changes in stockholders' equity of Buyer for the respective fiscal periods or as of the respective dates therein set forth; and each of such statements (including the related notes, where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared in accordance with Buyer GAAP consistently applied during the periods involved, except, in each case, as a consolidated Subsidiary of the Company indicated in such statements or in the notes thereto, and provided that unaudited interim financial reports of the Company included in the Company SEC Reportsstatements may not contain footnotes and may be subject to normal year-end audit adjustments.
Appears in 1 contract
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d(a) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledgeSince January 1, the Company 2012, Parent has timely filed all required (by Law or otherwise) reports, schedules, statements and other documents required to be filed by it forms with the SEC (collectively, and in each case including all amendments, exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Reports"). To the best As of the Company's knowledge, none of the Company SEC Reports, as of their respective dates its filing date (andor, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such 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 to make the statements therein, in light of the circumstances under which they were made, not misleading. To the best of the Company's knowledge each of the financial statements (including the related notes) included in the Company SEC Reports presents fairly, 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 the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), Report complied as to form in all material respects with the applicable requirements of the 33 Securities Act and the 34 Act Exchange Act, as the case may be. As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), none of the SEC Reports contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed SEC Report.
(b) The consolidated financial statements (including any related notes) included in the SEC Reports (the "Acquiror Financial Statements") fairly present in all material respects the consolidated financial position, statements of equity, cash flows and changes in equity of Parent for the respective fiscal periods or as of the respective dates therein set forth; and each of such statements (including the related notes, where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as a consolidated Subsidiary of the Company indicated in such statements or in the notes thereto, and provided that unaudited interim financial reports of the Company included in the Company SEC Reportsstatements may not contain footnotes and may be subject to normal year-end audit adjustments.
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Samples: Merger Agreement (Almost Family Inc)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of Except for the Company is presently quoted on Proxy Statement and the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledgeother Transaction Filings (which are addressed in Section 3.10), the Company has timely filed with the SEC (subject to any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all required reports, schedules, statements and other documents Company SEC Reports required to be filed by it (collectivelyon or after January 1, including all exhibits thereto the "Company SEC Reports")2014. To the best As of the Company's knowledge, none date of the Company SEC Reports, as of their respective dates filing (andor, if amended amended, restated or superseded by a filing prior to the date of this Agreement, then on the date as of such filinglater date), contained or will the Company SEC Reports (a) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and other applicable Law and (b) did not 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 such statements were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of the Exchange Act or is otherwise required to file or furnish any forms, reports, schedules, statements or other documents with the SEC. The Company has made available to Parent true and complete copies of all material correspondence between the SEC, on the one hand, and the Company or any of its Subsidiaries, on the other hand, occurring between January 1, 2014 and the date of this Agreement. As of the date of this Agreement, there are no outstanding or unresolved comments from the SEC staff with respect to any Company SEC Report. To the best Knowledge of the Company's knowledge each of the financial statements (including the related notes) included in the Company SEC Reports presents fairly, 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 the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the this Agreement, no Company SEC Report), complied as to form in all material respects with Report is the applicable requirements subject of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company ongoing SEC Reportsreview or outstanding SEC comment or investigation.
Appears in 1 contract
Samples: Merger Agreement (Inteliquent, Inc.)
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company Purchaser has filed with the Commission all required forms, reports, schedules, statements and other documents required to be filed by it and its subsidiaries under the Exchange Act or the Securities Act since January 1, 1994 (as such documents have been amended since the time of their filing, collectively, including all exhibits thereto the "Company PURCHASER SEC ReportsDOCUMENTS"). To the best of the Company's knowledge, none of the Company SEC Reports, as As of their respective dates (andor, if amended or superseded by a filing prior to amended, as of the date of this Agreementthe last such amendment, then on the date of such filing), contained or will Purchaser SEC Documents (i) did not 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 light of the circumstances under which they were made, not misleading. To the best of the Company's knowledge each of the financial statements misleading and (including the related notesii) included in the Company SEC Reports presents fairly, 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 the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Exchange Act and the 34 Act Securities Act, as the case may be. Each of the consolidated financial statements (the "PURCHASER FINANCIAL STATEMENTS") included in the Purchaser SEC Documents have been prepared from, and are in accordance with, the books and records of Purchaser and/or its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and the rules and regulations promulgated thereunderof the Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows of Purchaser and its consolidated subsidiaries as at the dates thereof or for the periods presented therein. Each Subsidiary Purchaser has delivered to each of the Company is treated and the Stockholders a correct and complete copy of each Purchaser SEC Document (together with all exhibits and schedules thereto and as amended to date) filed since January 1, 1996. Since the date of the most recent Purchaser SEC Document, there has been no material adverse change in the business (as presently conducted or presently expected to be conducted), financial condition or results of operations of Purchaser and its subsidiaries, taken as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC Reportswhole.
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SEC Reports. The Company is a reporting corporation and is presently subject has timely filed with the SEC all Company SEC Reports required to have been filed on or after May 3, 2018. As of their respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the reporting requirements as provided by Section 13 and 15(d) of the 34 Securities Act of 1933 (the “Securities Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed all required reports, schedules, statements ”)) and other documents required to be filed by it (collectively, including all exhibits thereto the "Company SEC Reports"). To the best of the Company's knowledge, none of the Company SEC Reports, as of their respective filing dates (andin the case of all other Company SEC Reports), if amended or superseded and except to the extent corrected by a filing 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 this Agreementthe Exchange Act and the Securities Act, then on as the case may be, applicable to such Company SEC Report, (b) was prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act and other applicable Law and (c) did not, as of such respective dates, or if amended or restated prior to the date hereof, at the time of such filing)later amendment or restatement, 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 such statements were made, not misleading. To the best of the Company's knowledge each of the financial statements (including the related notes) included in the Company SEC Reports presents fairly, 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 the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as As of the date of any amendment this agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunderReports. Each No Subsidiary of the Company is treated as a consolidated Subsidiary subject to the periodic reporting requirements of the Company in Exchange Act or is otherwise required to file any periodic forms, reports, schedules, statements or other documents with the financial reports of the Company included in the Company SEC ReportsSEC.
Appears in 1 contract
SEC Reports. The Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 ActFinancial Statements. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Coxxxxy's knowledge, the Company has filed all required reports, schedules, forms, statements and other documents required to be filed by it (collectivelythe Company under the Securities Act and the Exchange Act, including all 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 "Company 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. To As of their respective dates, the best SEC Reports, unless stated therein to the contrary, complied in all material respects with the requirements of the Company's knowledgeSecurities Act and the Exchange Act, as applicable, and none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing)when filed, 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. To The Company has never been an issuer subject to Rule 144(i) under the best Securities Act. The financial statements of the Company's knowledge each of the financial statements (including the related notes) Company included in the Company SEC Reports presents fairly, comply in all material respects, respects with applicable accounting requirements and the consolidated financial position rules and consolidated results of operations and cash flows regulations of the Company and its consolidated Subsidiaries Commission with respect thereto as in effect at the time of the respective dates or for the respective periods set forth therein, all filing. Such financial statements have been prepared in conformity 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 noted thereinspecified 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 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 the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the 33 Act and the 34 Act and the rules and regulations promulgated thereunder. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the financial reports of the Company included in the Company SEC Reportsaudit adjustments.
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