Common use of Securities Act and Exchange Act Filings Clause in Contracts

Securities Act and Exchange Act Filings. The Parent has furnished or made available to the Purchaser via the EXXXX website maintained by the SEC, complete and accurate copies, as amended or supplemented, of its: (a) its Annual Report on Form 10-K for of the Fiscal Year ended September 30, 2012 and filed on December 26, 2012, except as may otherwise be restated pursuant to the Restatement 8-K (as defined herein) and (b) all other reports filed by the Parent under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and all proxy or information statements filed by the Parent under subsections (a) or (c) of Section 14 of the Exchange Act with the SEC since November 14, 2011 (such documents are collectively referred to herein as the “Parent Reports”). The Parent Reports constitute all of the documents required to be filed by Parent under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC from November 14, 2011 through the date of this Agreement. Parent Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. Except for the Parent’s Quarterly Report on Form 10-Q for the period ended June 30, 2013, each Parent Report filed under the Exchange Act was filed on or before its due date (if any) or within the applicable extension period provided under the Exchange Act. As of their respective dates, Parent Reports did 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 therein, in light of the circumstances under which they were made, not misleading.

Appears in 2 contracts

Samples: Asset Purchase Agreement (SpendSmart Payments Co), Goodwill Purchase Agreement (SpendSmart Payments Co)

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Securities Act and Exchange Act Filings. The Parent Company has furnished or made available to the Purchaser via the EXXXX website maintained by the SEC, HT complete and accurate copies, as amended or supplemented, of its: its (a) its effective Registration Statement on Form S-1, as amended, which contains audited financial statements for the period December 10, 2012 (inception) through September 30, 2014 as filed with the SEC (SEC File No. 333-201391), (b) Annual Report on Form 10-K for of the Fiscal Year fiscal year ended September 30, 2012 and filed on December 262016, 2012as amended, except as may otherwise be restated pursuant to the Restatement 8-K (as defined herein) and (bc) all other reports filed by the Parent Company under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and all proxy or information statements filed by the Parent Company under subsections (a) or (c) of Section 14 of the Exchange Act with the SEC since November 14January 8, 2011 2015 (such documents are collectively referred to herein as the “Parent Company Reports”). The Parent Company Reports constitute all of the documents required to be filed by Parent the Company under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC from November 14January 8, 2011 2015 through the date of this Agreement. Parent The Company Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. Except for Each the Parent’s Quarterly Report on Form 10-Q for the period ended June 30, 2013, each Parent Company Report filed under the Exchange Act was filed on or before its due date (if any) or within the applicable extension period provided under the Exchange Act. As of their respective dates, Parent the Company Reports did 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 therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Merger Agreement (TeleHealthCare, Inc.)

Securities Act and Exchange Act Filings. The Parent Company has furnished or made available to the Purchaser via the EXXXX website maintained by the SEC, NDI complete and accurate copies, as amended or supplemented, of its: its (a) its effective Registration Statement on Form S-1, as amended, which contains audited financial statements for the year ended September 30, 2015 as filed with the SEC (SEC File No. 333-212446), (b) Annual Report on Form 10-K for of the Fiscal Year fiscal year ended September 30, 2012 and filed on December 262017, 2012, except as may otherwise be restated pursuant to the Restatement 8-K (as defined herein) and (bc) all other reports filed by the Parent Company under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and all proxy or information statements filed by the Parent Company under subsections (a) or (c) of Section 14 of the Exchange Act with the SEC since November 14July 8, 2011 2016 (such documents are collectively referred to herein as the “Parent "Company Reports"). The Parent Company Reports constitute all of the documents required to be filed by Parent the Company under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC from November 14July 8, 2011 2016 through the date of this Agreement. Parent The Company Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. Except for Each the Parent’s Quarterly Report on Form 10-Q for the period ended June 30, 2013, each Parent Company Report filed under the Exchange Act was filed on or before its due date (if any) or within the applicable extension period provided under the Exchange Act. As of their respective dates, Parent the Company Reports did 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 therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Merger Agreement (Go2green Landscaping, Inc.)

Securities Act and Exchange Act Filings. The Parent HASH has furnished or made available to the Purchaser via the EXXXX website maintained by the SEC, HashingSpace complete and accurate copies, as amended or supplemented, of its: its (a) its effective Registration Statement on Form S-1, as amended, which contains audited financial statements for the period April 18, 2013 (inception) through May 13, 2013 as filed with the SEC (SEC File No. 333-197026), (b) Annual Report on Form 10-K for of the Fiscal Year fiscal year ended September 30December 31, 2012 and filed on 2013, which contains audited financial statements for the period April 18, 2013 (inception) through December 2631, 20122014, except as may otherwise be restated pursuant to the Restatement 8-K (as defined herein) and (bc) all other reports filed by the Parent HASH under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and all proxy or information statements filed by the Parent HASH under subsections (a) or (c) of Section 14 of the Exchange Act with the SEC since November 14August 20, 2011 2013 (such documents are collectively referred to herein as the “Parent "HASH Reports"). The Parent HASH Reports constitute all of the documents required to be filed by Parent HASH under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC from November 14August 20, 2011 2013 through the date of this Agreement. Parent The HASH Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. Except for the Parent’s Quarterly Report on Form 10-Q for the period ended June 30, 2013, each Parent Each HASH Report filed under the Exchange Act was filed on or before its due date (if any) or within the applicable extension period provided under the Exchange Act. As of their respective dates, Parent HASH Reports did 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 therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Merger Agreement (HashingSpace Corp)

Securities Act and Exchange Act Filings. The Parent Numbeer has furnished or made available to the Purchaser via the EXXXX website maintained by the SEC, Good Earth complete and accurate copies, as amended or supplemented, of its: its (a) its effective Registration Statement on Form S-1, which contains audited financial statements for the period April 7, 2008 (inception) through May 31, 2008 as filed with the SEC (SEC File No. 333-153172), (b) Annual Report on Form 10-K for of the Fiscal Year fiscal year ended September 30, 2012 and filed on December 26May 31, 2012, except as may otherwise be restated pursuant to which contains audited financial statements for the Restatement 8-K period April 17, 2008 (as defined hereininception) through May 31, 2012, and (bc) all other reports filed by the Parent Numbeer under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and all proxy or information statements filed by the Parent Numbeer under subsections (a) or (c) of Section 14 of the Exchange Act with the SEC since November 14August 25, 2011 2008 (such documents are collectively referred to herein as the “Parent Numbeer Reports”). The Parent Numbeer Reports constitute all of the documents required to be filed by Parent Numbeer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC from November 14August 25, 2011 2008 through the date of this Agreement. Parent The Numbeer Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. Except for the Parent’s Quarterly Report on Form 10-Q for the period ended June 30, 2013, each Parent Each Numbeer Report filed under the Exchange Act was filed on or before its due date (if any) or within the applicable extension period provided under the Exchange Act. As of their respective dates, Parent Numbeer Reports did 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 therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Merger Agreement (Numbeer, Inc.)

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Securities Act and Exchange Act Filings. The Parent has furnished or made available to the Purchaser via the EXXXX XXXXX website maintained by the SEC, complete and accurate copies, as amended or supplemented, of its: (a) its Annual Report on Form 10-K for of the Fiscal Year ended September 30, 2012 and filed on December 26, 2012, except as may otherwise be restated pursuant to the Restatement 8-K (as defined herein) and (b) all other reports filed by the Parent under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and all proxy or information statements filed by the Parent under subsections (a) or (c) of Section 14 of the Exchange Act with the SEC since November 14, 2011 (such documents are collectively referred to herein as the “Parent Reports”). The Parent Reports constitute all of the documents required to be filed by Parent under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC from November 14, 2011 through the date of this Agreement. Parent Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. Except for the Parent’s Quarterly Report on Form 10-Q for the period ended June 30, 2013, each Parent Report filed under the Exchange Act was filed on or before its due date (if any) or within the applicable extension period provided under the Exchange Act. As of their respective dates, Parent Reports did 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 therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (SpendSmart Payments Co)

Securities Act and Exchange Act Filings. The Parent has furnished or made available to the Purchaser via the EXXXX website maintained by the SEC, Company complete and accurate copies, as amended or supplemented, of its: its (a) its effective Registration Statement on Form SB-2, which contains audited financial statements for the period May 5, 2005 (inception) through November 30, 2005 as filed with the SEC (SEC File No. 333-130858), (b) Annual Report on Form 10-K KSB for of the Fiscal Year ended September November 30, 2012 and filed on December 262007, 2012which contains audited financial statements for the period November 30, except as may otherwise be restated pursuant to the Restatement 8-K (as defined herein) 2006 through November 30, 2007, and (bc) all other reports filed by the Parent under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and all proxy or information statements filed by the Parent under subsections (a) or (c) of Section 14 of the Exchange Act with the SEC since November 14December 1, 2011 2007 (such documents are collectively referred to herein as the 'Parent Reports'). The Parent Reports constitute all of the documents required to be filed by the Parent under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC from November 14May 5, 2011 2005 through the date of this Agreement. The Parent Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. Except for the Parent’s Quarterly Report on Form 10-Q for the period ended June 30, 2013, each Each Parent Report filed under the Exchange Act was filed on or before its due date (if any) or within the applicable extension period provided under the Exchange Act. As of their respective dates, the Parent Reports did 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 therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Merger Agreement (Confederate Motors, Inc.)

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