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

Securities Act and Exchange Act Filings. Xxxxxxx has furnished or made available to MIG Mauritius complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K for the Fiscal Year ended December 31, 2009, which contains audited financial statements for the period January 26, 2005 (inception) through December 31, 2009, and (b) all other reports filed by Xxxxxxx under Section 13 or 15(d) of the Exchange Act and all proxy or information statements filed by Xxxxxxx under subsections (a) or (c) of Section 14 of the Exchange Act with the SEC since July 21, 2005 (such documents are collectively referred to herein as the “Xxxxxxx Reports”). The Xxxxxxx Reports constitute all of the documents required to be filed by Xxxxxxx under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC from July 21, 2005 through the date of this Agreement. Xxxxxxx Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. Each Xxxxxxx 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, Xxxxxxx 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: Agreement and Plan of Securities Exchange, Agreement and Plan of Securities Exchange (Shamika 2 Gold, Inc.)

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Securities Act and Exchange Act Filings. Xxxxxxx ADI has furnished or made available to MIG Mauritius StationDigital complete and accurate copies, as amended or supplemented, of its (a) Annual Report effective Registration Statement on Form 10-K for the Fiscal Year ended December 31, 2009S-1, which contains audited financial statements for the period January 26July 22, 2005 2008 (inception) through December 31, 2009August 31,2008 as filed with the SEC (SEC File No. 333-15010), and (b) all other reports filed by Xxxxxxx ADI under Section 13 or 15(d) of the Exchange Act and all proxy or information statements filed by Xxxxxxx ADI under subsections (a) or (c) of Section 14 of the Exchange Act with the SEC since July 21January 29, 2005 2009 (such documents are collectively referred to herein as the “Xxxxxxx ADI Reports”). The Xxxxxxx ADI Reports constitute all of the documents required to be filed by Xxxxxxx ADI under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC from July 21January 29, 2005 2009 through the date of this Agreement. Xxxxxxx The ADI Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. Each Xxxxxxx ADI 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, Xxxxxxx ADI 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 (Alarming Devices, Inc.)

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Securities Act and Exchange Act Filings. Xxxxxxx has furnished or made available to MIG Mauritius Newco complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K for the Fiscal Year ended December 31, 2009, which contains audited financial statements for the period January 26, 2005 (inception) through December 31, 2009, and (b) all other reports filed by Xxxxxxx under Section 13 or 15(d) of the Exchange Act and all proxy or information statements filed by Xxxxxxx under subsections (a) or (c) of Section 14 of the Exchange Act with the SEC since July 21, 2005 (such documents are collectively referred to herein as the “Xxxxxxx Reports”). The Xxxxxxx Reports constitute all of the documents required to be filed by Xxxxxxx under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC from July 21, 2005 through the date of this Agreement. Xxxxxxx Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. Each Xxxxxxx 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, Xxxxxxx 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: Agreement and Plan of Securities Exchange (Shamika 2 Gold, Inc.)

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