Common use of SEC Representations Clause in Contracts

SEC Representations. Through the date hereof, the Company has duly, timely, accurately and completely filed all forms, reports and documents with the Commission required to be filed by it pursuant to Section 15(d) of the Securities Exchange Act of 1934 including without limitation its registration statement on Form SB-2 ("SEC Reports"). The Company has fewer than 500 shareholders of record as determined in accordance with Rule 12g5-1 and is not required to register its shares under the Securities Exchange Act of 1934. True and complete copies of the required SEC Reports have been made available to the Purchaser by the Seller and are incorporated herein by reference. Such SEC Reports, at the time filed, complied in all material respects with the requirements of the federal and state securities laws and the rules and regulations of the Commission thereunder applicable to such SEC Reports. Except as set forth on Schedule 3.6 hereto, none of the SEC Reports, including without limitation, any financial statements or schedules included therein, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Clixtix Inc)

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SEC Representations. Through Since July 14, 1998 through the date hereof, the Company has duly, timely, accurately and completely timely filed all forms, reports and documents with the Commission required to be filed by it (all of the foregoing filed prior to the date hereof, including but not limited to any filings required in connection with or pursuant to Section 15(dRegulation D, Sections 504, 505, and 506, as applicable, and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) of incorporated by reference therein, being referred to herein collectively as the Securities Exchange Act of 1934 including without limitation its registration statement on Form SB-2 ("SEC Reports"). The Company has fewer than 500 shareholders of record as determined in accordance with Rule 12g5-1 and is not required delivered to register its shares under the Securities Exchange Act of 1934. True Purchaser true and complete copies of the required SEC Reports have been made available to the Purchaser by the Seller and are incorporated herein by referenceReports. Such SEC Reports, at the time filed, complied in all material respects with the requirements of the federal and state securities laws Act and the rules and regulations of the Commission thereunder applicable to such SEC Reports. Except as set forth on Schedule 3.6 hereto, none None of the SEC Reports, including without limitation, any financial statements or schedules included therein, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Omni Doors Inc)

SEC Representations. Through Since July 10, 1998 through the date hereof, the Company has duly, timely, accurately and completely timely filed all forms, reports and documents with the Commission required to be filed by it (all of the foregoing filed prior to the date hereof, including but not limited to any filings required in connection with or pursuant to Section 15(dRegulation D, Sections 504, 505, and 506, as applicable, and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) of incorporated by reference therein, being referred to herein collectively as the Securities Exchange Act of 1934 including without limitation its registration statement on Form SB-2 ("SEC Reports"). The Company has fewer than 500 shareholders of record as determined in accordance with Rule 12g5-1 and is not required delivered to register its shares under the Securities Exchange Act of 1934. True Purchaser true and complete copies of the required SEC Reports have been made available to the Purchaser by the Seller and are incorporated herein by referenceReports. Such SEC Reports, at the time filed, complied in all material respects with the requirements of the federal and state securities laws and the rules and regulations of the Commission thereunder applicable to such SEC Reports. Except as set forth on Schedule 3.6 hereto, none None of the SEC Reports, including without limitation, any financial statements or schedules included therein, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Vdo Com Inc)

SEC Representations. Through Since December 31, 1998 through the date hereof, the Company has duly, timely, accurately and completely timely filed all forms, reports and documents with the Commission required to be filed by it (all of the foregoing filed prior to the date hereof, including but not limited to any filings required in connection with or pursuant to Section 15(dRegulation D, Sections 504, 505, and 506, as applicable, and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) of incorporated by reference therein, being referred to herein collectively as the Securities Exchange Act of 1934 including without limitation its registration statement on Form SB-2 ("SEC Reports"). The Company has fewer than 500 shareholders of record as determined in accordance with Rule 12g5-1 and is not required delivered to register its shares under the Securities Exchange Act of 1934. True Purchasers true and complete copies of the required SEC Reports have been made available to the Purchaser by the Seller and are incorporated herein by referenceReports. Such SEC Reports, at the time filed, complied in all material respects with the requirements of the federal and state securities laws and the rules and regulations of the Commission thereunder applicable to such SEC Reports. Except as set forth on Schedule 3.6 hereto, none None of the SEC Reports, including without limitation, any financial statements or schedules included therein, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Comprehensive Medical Diagnostics Group Inc)

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SEC Representations. Through During its last fiscal year through the date hereof, the Company has duly, timely, accurately and completely timely filed all forms, reports and documents with the Commission required to be filed by it (all of the foregoing filed prior to the date hereof, including but not limited to any filings required in connection with or pursuant to Section 15(dRegulation D, Sections 504, 505, and 506, as applicable, and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) of incorporated by reference therein, being referred to herein collectively as the Securities Exchange Act of 1934 including without limitation its registration statement on Form SB-2 ("SEC Reports"). The Company has fewer than 500 shareholders of record as determined in accordance with Rule 12g5-1 and is not required delivered to register its shares under the Securities Exchange Act of 1934. True Purchaser true and complete copies of the required SEC Reports have been made available to the Purchaser by the Seller and are incorporated herein by referenceReports. Such SEC Reports, at the time filed, complied in all material respects with the requirements of the federal and state securities laws Act and the rules and regulations of the Commission thereunder applicable to such SEC Reports. Except as set forth on Schedule 3.6 hereto, none None of the SEC Reports, including without limitation, any financial statements or schedules included therein, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lucas Educational Systems Inc)

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