Securities Laws Matters. (a) The Company and each of its officers are in compliance with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated under such act or the 1934 Act (in each case, as currently in effect, the “Xxxxxxxx-Xxxxx Act”) and (ii) the applicable qualification requirements and corporate governance rules and regulations promulgated by the National Association of Securities Dealers. The Company has previously disclosed to Parent the information required to be disclosed by the Company and certain of its officers to the Company’s Board of Directors or any committee thereof pursuant to the certification requirements of Rule 13a-14 under the 1934 Act. Since the date such provisions became applicable to the Company and its Subsidiaries, all auditing services and non-audit services provided to the Company and each of its Subsidiaries have been approved by the audit committee to the Company’s Board of Directors in compliance with Section 10A(h) or Section 10A(i) of the 1934 Act, and no registered public accounting firm or any associate thereof that performs any audit for the Company or any of its Subsidiaries has provided to the Company or any of its Affiliates any service prohibited by Section 10A(g) of the 1934 Act. Except as permitted by the 1934 Act, including, without limitation, Sections 13(k)(2) and (3), since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its Subsidiaries has, directly or indirectly, made, entered into, arranged, renewed, modified (in any material way) or forgiven any personal loans to any executive officer or director of the Company. (b) The management of the Company has, in accordance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s Board of Directors (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which could adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’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 the Company’s Internal Controls.
Appears in 1 contract
Samples: Merger Agreement (Morgan Stanley)
Securities Laws Matters. (a) The Company and each of its officers are in compliance with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated under such act or the 1934 Act (in each case, as currently in effect, the “Xxxxxxxx-Xxxxx Act”) and (ii) the applicable qualification requirements and corporate governance rules and regulations promulgated by the National Association of Securities Dealers. The Company has previously disclosed to Parent the information required to be disclosed by the Company and certain of its officers to the Company’s Board of Directors or any committee thereof pursuant to the certification requirements of Rule 13a-14 under the 1934 Act. Since the date such provisions became applicable to the Company and its Subsidiaries, all auditing Table of Contents services and non-audit services provided to the Company and each of its Subsidiaries have been approved by the audit committee to the Company’s Board of Directors in compliance with Section 10A(h) or Section 10A(i) of the 1934 Act, and no registered public accounting firm or any associate thereof that performs any audit for the Company or any of its Subsidiaries has provided to the Company or any of its Affiliates any service prohibited by Section 10A(g) of the 1934 Act. Except as permitted by the 1934 Act, including, without limitation, Sections 13(k)(2) and (3), since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its Subsidiaries has, directly or indirectly, made, entered into, arranged, renewed, modified (in any material way) or forgiven any personal loans to any executive officer or director of the Company.
(b) The management of the Company has, in accordance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s Board of Directors (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which could adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’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 the Company’s Internal Controls.
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Samples: Merger Agreement (Barra Inc /Ca)
Securities Laws Matters. 3.34.1 Company has filed each registration statement, report, proxy statement, information statement or schedule, together with all amendments thereto, that were required to be filed with the SEC by Company since January 1, 2010 (athe “SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) The and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and none of such SEC Documents contained at the time they were filed (or if amended or superseded by a filing prior to the date of this Plan of Merger, then on the date of such filing) any untrue statement of a material fact or omitted 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.
3.34.2 Each of the principal executive officer of Company and the principal financial officer of Company (or each former principal executive officer of Company and each former principal financial officer of its officers are in compliance with (iCompany, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the applicable provisions Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and (including the related rules and regulations promulgated under such act or the 1934 Act (in each casethereunder, as currently in effect, the “Xxxxxxxx-Xxxxx ActSOX”) and (ii) the applicable qualification requirements and corporate governance rules and regulations promulgated by the National Association of Securities Dealers. The Company has previously disclosed to Parent the information required to be disclosed by the Company and certain of its officers with respect to the Company’s Board of Directors or any committee thereof pursuant to SEC Documents, and the certification statements contained in such certifications are in material compliance with the requirements of Rule 13a-14 under the 1934 ActExchange Act and SOX. Since For purposes of this Agreement, “principal executive officer” and “principal financial officer” have the date meanings ascribed to such provisions became applicable to the Company and its Subsidiaries, all auditing services and non-audit services provided to the Company and each of its Subsidiaries have been approved by the audit committee to the Company’s Board of Directors terms in compliance with Section 10A(h) or Section 10A(i) of the 1934 Act, and no registered public accounting firm or any associate thereof that performs any audit for the Company or any of its Subsidiaries has provided to the Company or any of its Affiliates any service prohibited by Section 10A(g) of the 1934 ActSOX. Except as permitted by the 1934 Act, including, without limitation, Sections 13(k)(2) and (3), since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Neither Company nor any of its the Company Subsidiaries hashas outstanding, directly or indirectlyhas since the effective date of Section 402 of SOX, made, entered into, arranged, renewed, modified (arranged any outstanding “extensions of credit” to or for directors or executive officers of Company in any material way) or forgiven any personal loans to any executive officer or director violation of the CompanySection 402 of SOX.
(b) The management 3.34.3 Company maintains a system of the Company has, in accordance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s Board of Directors (A) any significant deficiencies in the design or operation of “internal control over financial reporting reporting,” as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, and such system is maintained in compliance with such rules.
3.34.4 Company has not received any written notification from its outside auditors of any (a) “Internal Controls”significant deficiency” or (b) which could adversely affect the “material weakness” in Company’s ability internal controls over financial reporting since January 1, 2010, To the knowledge of Company, there is no outstanding “significant deficiency” or “material weakness” that has not been appropriately and adequately remedied by Company. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” have the meanings assigned to recordthem in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, process, summarize and report financial data and have identified for as in effect on the Company’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 the Company’s Internal Controlsdate hereof.
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Securities Laws Matters. (a) The Company and 4.16.1 Purchaser has filed each of its officers are in compliance registration statement, report, proxy statement, information statement or schedule, together with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated under such act or the 1934 Act (in each caseall amendments thereto, as currently in effect, the “Xxxxxxxx-Xxxxx Act”) and (ii) the applicable qualification requirements and corporate governance rules and regulations promulgated by the National Association of Securities Dealers. The Company has previously disclosed to Parent the information that were required to be disclosed filed with the SEC by Purchaser since January 1, 2010 (the Company and certain "Purchaser SEC Documents"). As of its officers to their respective dates, the Company’s Board of Directors or any committee thereof pursuant to Purchaser SEC Documents complied in all material respects with the certification applicable requirements of Rule 13a-14 under the 1934 Act. Since Securities Act and the date such provisions became applicable to the Company and its Subsidiaries, all auditing services and non-audit services provided to the Company and each of its Subsidiaries have been approved by the audit committee to the Company’s Board of Directors in compliance with Section 10A(h) or Section 10A(i) of the 1934 Exchange Act, and no registered public accounting firm or any associate thereof that performs any audit for as the Company or any of its Subsidiaries has provided to the Company or any of its Affiliates any service prohibited by Section 10A(g) of the 1934 Act. Except as permitted by the 1934 Act, including, without limitation, Sections 13(k)(2) and (3), since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its Subsidiaries has, directly or indirectly, made, entered into, arranged, renewed, modified (in any material way) or forgiven any personal loans to any executive officer or director of the Company.
(b) The management of the Company has, in accordance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entitiescase may be, and none of such Purchaser SEC Documents contained at the time they were filed (ii) has disclosed, based on its most recent evaluation or if amended or superseded by a filing prior to the date hereofof this Plan of Merger, then on the date of such filing) any untrue statement of a material fact or omitted 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.
4.16.2 Each of the principal executive officer of Purchaser and the principal financial officer of Purchaser (or each former principal executive officer of Purchaser and each former principal financial officer of Purchaser, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company’s auditors SEC Documents, and the audit committee statements contained in such certifications are in material compliance with the requirements of the Company’s Board Exchange Act and SOX. For purposes of Directors (A) this Plan of Merger, "principal executive officer" and "principal financial officer" have the meanings ascribed to such terms in SOX. Neither Purchaser nor any significant deficiencies of the Purchaser Subsidiaries has outstanding, or has since the effective date of Section 402 of SOX, arranged any outstanding "extensions of credit" to or for directors or executive officers of Purchaser in the design or operation violation of Section 402 of SOX.
4.16.3 Purchaser maintains a system of "internal control over financial reporting," as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, and such system is maintained in compliance with such rules.
4.16.4 Purchaser has not received any written notification from its outside auditors of any (a) "significant deficiency" or (b) "material weakness" in Purchaser's internal controls over financial reporting (“Internal Controls”) which could adversely affect since January 1, 2010, To the Company’s ability knowledge of Purchaser, there is no outstanding "significant deficiency" or "material weakness" that has not been appropriately and adequately remedied by Purchaser. For purposes of this Plan of Merger, the terms "significant deficiency" and "material weakness" have the meanings assigned to recordthem in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, process, summarize and report financial data and have identified for as in effect on the Company’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 the Company’s Internal Controlsdate hereof.
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Securities Laws Matters. (a) The Company and 4.16.1 Purchaser has filed each of its officers are in compliance registration statement, report, proxy statement, information statement or schedule, together with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated under such act or the 1934 Act (in each caseall amendments thereto, as currently in effect, the “Xxxxxxxx-Xxxxx Act”) and (ii) the applicable qualification requirements and corporate governance rules and regulations promulgated by the National Association of Securities Dealers. The Company has previously disclosed to Parent the information that were required to be disclosed filed with the SEC by Purchaser since January 1, 2010 (the Company and certain “Purchaser SEC Documents”). As of its officers to their respective dates, the Company’s Board of Directors or any committee thereof pursuant to Purchaser SEC Documents complied in all material respects with the certification applicable requirements of Rule 13a-14 under the 1934 Act. Since Securities Act and the date such provisions became applicable to the Company and its Subsidiaries, all auditing services and non-audit services provided to the Company and each of its Subsidiaries have been approved by the audit committee to the Company’s Board of Directors in compliance with Section 10A(h) or Section 10A(i) of the 1934 Exchange Act, and no registered public accounting firm or any associate thereof that performs any audit for as the Company or any of its Subsidiaries has provided to the Company or any of its Affiliates any service prohibited by Section 10A(g) of the 1934 Act. Except as permitted by the 1934 Act, including, without limitation, Sections 13(k)(2) and (3), since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its Subsidiaries has, directly or indirectly, made, entered into, arranged, renewed, modified (in any material way) or forgiven any personal loans to any executive officer or director of the Company.
(b) The management of the Company has, in accordance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entitiescase may be, and none of such Purchaser SEC Documents contained at the time they were filed (ii) has disclosed, based on its most recent evaluation or if amended or superseded by a filing prior to the date hereofof this Plan of Merger, then on the date of such filing) any untrue statement of a material fact or omitted 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.
4.16.2 Each of the principal executive officer of Purchaser and the principal financial officer of Purchaser (or each former principal executive officer of Purchaser and each former principal financial officer of Purchaser, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company’s auditors SEC Documents, and the audit committee statements contained in such certifications are in material compliance with the requirements of the Company’s Board Exchange Act and SOX. For purposes of Directors (A) this Agreement, “principal executive officer” and “principal financial officer” have the meanings ascribed to such terms in SOX. Neither Purchaser nor any significant deficiencies of the Purchaser Subsidiaries has outstanding, or has since the effective date of Section 402 of SOX, arranged any outstanding “extensions of credit” to or for directors or executive officers of Purchaser in the design or operation violation of Section 402 of SOX.
4.16.3 Purchaser maintains a system of “internal control over financial reporting,” as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, and such system is maintained in compliance with such rules.
4.16.4 Purchaser has not received any written notification from its outside auditors of any (a) “significant deficiency” or (b) “material weakness” in Purchaser’s internal controls over financial reporting (since January 1, 2010, To the knowledge of Purchaser, there is no outstanding “Internal Controls”) which could adversely affect significant deficiency” or “material weakness” that has not been appropriately and adequately remedied by Purchaser. For purposes of this Agreement, the Company’s ability terms “significant deficiency” and “material weakness” have the meanings assigned to recordthem in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, process, summarize and report financial data and have identified for as in effect on the Company’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 the Company’s Internal Controlsdate hereof.
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Securities Laws Matters. 4.36.1 O.A.K. has filed and made available to Chemical true and complete copies of each registration statement, report, proxy statement, information statement or schedule, together with all amendments thereto, that were required to be filed with the SEC by O.A.K. since January 1, 2006 (athe "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") The Company and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and none of such SEC Documents contained at the time they were filed (or if amended or superseded by a filing prior to the date of this Plan of Merger, then on the date of such filing) any untrue statement of a material fact or omitted 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.
4.36.2 Each of the principal executive officer of O.A.K. and the principal financial officer of O.A.K. (or each former principal executive officer of O.A.K. and each former principal financial officer of its officers are in compliance with (iO.A.K., as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the applicable provisions Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and (including the related rules and regulations promulgated under such act or the 1934 Act (in each casethereunder, as currently in effect, the “Xxxxxxxx-Xxxxx Act”"SOX") and (ii) the applicable qualification requirements and corporate governance rules and regulations promulgated by the National Association of Securities Dealers. The Company has previously disclosed to Parent the information required to be disclosed by the Company and certain of its officers with respect to the Company’s Board of Directors or any committee thereof pursuant to SEC Documents, and the certification statements contained in such certifications are in material compliance with the requirements of Rule 13a-14 under the 1934 ActExchange Act and SOX. Since For purposes of this Agreement, "principal executive officer" and "principal financial officer" have the date meanings ascribed to such provisions became applicable to the Company and its Subsidiaries, all auditing services and non-audit services provided to the Company and each of its Subsidiaries have been approved by the audit committee to the Company’s Board of Directors terms in compliance with Section 10A(h) or Section 10A(i) of the 1934 Act, and no registered public accounting firm or any associate thereof that performs any audit for the Company or any of its Subsidiaries has provided to the Company or any of its Affiliates any service prohibited by Section 10A(g) of the 1934 ActSOX. Except as permitted by the 1934 Act, including, without limitation, Sections 13(k)(2) and (3), since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company Neither O.A.K. nor any of its the O.A.K. Subsidiaries hashas outstanding, directly or indirectlyhas since the effective date of Section 402 of SOX, made, entered into, arranged, renewed, modified (arranged any outstanding "extensions of credit" to or for directors or executive officers of O.A.K. in any material way) or forgiven any personal loans to any executive officer or director violation of the CompanySection 402 of SOX.
(b) 4.36.3 The management Company maintains a system of the Company has, in accordance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s Board of Directors (A) any significant deficiencies in the design or operation of "internal control over financial reporting," as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, and such system is maintained in compliance with such rules.
4.36.4 The Company has not received any written notification from its outside auditors of any (i) "significant deficiency" or (ii) "material weakness" in O.A.K.'s internal controls over financial reporting (“Internal Controls”) which could adversely affect since January 1, 2006. To the Company’s ability knowledge of O.A.K., there is no outstanding "significant deficiency" or "material weakness" that has not been appropriately and adequately remedied by O.A.K. For purposes of this Agreement, the terms "significant deficiency" and "material weakness" have the meanings assigned to recordthem in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, process, summarize and report financial data and have identified for as in effect on the Company’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 the Company’s Internal Controlsdate hereof.
Appears in 1 contract
Securities Laws Matters. 4.36.1 O.A.K. has filed and made available to Chemical true and complete copies of each registration statement, report, proxy statement, information statement or schedule, together with all amendments thereto, that were required to be filed with the SEC by O.A.K. since January 1, 2006 (athe "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") The Company and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and none of such SEC Documents contained at the time they were filed (or if amended or superseded by a filing prior to the date of this Plan of Merger, then on the date of such filing) any untrue statement of a material fact or omitted 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. 38
4.36.2 Each of the principal executive officer of O.A.K. and the principal financial officer of O.A.K. (or each former principal executive officer of O.A.K. and each former principal financial officer of its officers are in compliance with (iO.A.K., as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the applicable provisions Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and (including the related rules and regulations promulgated under such act or the 1934 Act (in each casethereunder, as currently in effect, the “Xxxxxxxx-Xxxxx Act”"SOX") and (ii) the applicable qualification requirements and corporate governance rules and regulations promulgated by the National Association of Securities Dealers. The Company has previously disclosed to Parent the information required to be disclosed by the Company and certain of its officers with respect to the Company’s Board of Directors or any committee thereof pursuant to SEC Documents, and the certification statements contained in such certifications are in material compliance with the requirements of Rule 13a-14 under the 1934 ActExchange Act and SOX. Since For purposes of this Agreement, "principal executive officer" and "principal financial officer" have the date meanings ascribed to such provisions became applicable to the Company and its Subsidiaries, all auditing services and non-audit services provided to the Company and each of its Subsidiaries have been approved by the audit committee to the Company’s Board of Directors terms in compliance with Section 10A(h) or Section 10A(i) of the 1934 Act, and no registered public accounting firm or any associate thereof that performs any audit for the Company or any of its Subsidiaries has provided to the Company or any of its Affiliates any service prohibited by Section 10A(g) of the 1934 ActSOX. Except as permitted by the 1934 Act, including, without limitation, Sections 13(k)(2) and (3), since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company Neither O.A.K. nor any of its the O.A.K. Subsidiaries hashas outstanding, directly or indirectlyhas since the effective date of Section 402 of SOX, made, entered into, arranged, renewed, modified (arranged any outstanding "extensions of credit" to or for directors or executive officers of O.A.K. in any material way) or forgiven any personal loans to any executive officer or director violation of the CompanySection 402 of SOX.
(b) 4.36.3 The management Company maintains a system of the Company has, in accordance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s Board of Directors (A) any significant deficiencies in the design or operation of "internal control over financial reporting," as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, and such system is maintained in compliance with such rules.
4.36.4 The Company has not received any written notification from its outside auditors of any (i) "significant deficiency" or (ii) "material weakness" in O.A.K.'s internal controls over financial reporting (“Internal Controls”) which could adversely affect since January 1, 2006. To the Company’s ability knowledge of O.A.K., there is no outstanding "significant deficiency" or "material weakness" that has not been appropriately and adequately remedied by O.A.K. For purposes of this Agreement, the terms "significant deficiency" and "material weakness" have the meanings assigned to recordthem in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, process, summarize and report financial data and have identified for as in effect on the Company’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 the Company’s Internal Controlsdate hereof.
Appears in 1 contract
Securities Laws Matters. (a) The Company and 4.14.1 Purchaser has filed each of its officers are in compliance registration statement, report, proxy statement, information statement or schedule, together with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated under such act or the 1934 Act (in each caseall amendments thereto, as currently in effect, the “Xxxxxxxx-Xxxxx Act”) and (ii) the applicable qualification requirements and corporate governance rules and regulations promulgated by the National Association of Securities Dealers. The Company has previously disclosed to Parent the information that were required to be disclosed filed with the SEC by Purchaser since January 1, 2012 (the Company and certain “Purchaser SEC Documents”). As of its officers to their respective dates, the Company’s Board of Directors or any committee thereof pursuant to Purchaser SEC Documents complied in all material respects with the certification applicable requirements of Rule 13a-14 under the 1934 Act. Since Securities Act and the date such provisions became applicable to the Company and its Subsidiaries, all auditing services and non-audit services provided to the Company and each of its Subsidiaries have been approved by the audit committee to the Company’s Board of Directors in compliance with Section 10A(h) or Section 10A(i) of the 1934 Exchange Act, and no registered public accounting firm or any associate thereof that performs any audit for as the Company or any of its Subsidiaries has provided to the Company or any of its Affiliates any service prohibited by Section 10A(g) of the 1934 Act. Except as permitted by the 1934 Act, including, without limitation, Sections 13(k)(2) and (3), since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its Subsidiaries has, directly or indirectly, made, entered into, arranged, renewed, modified (in any material way) or forgiven any personal loans to any executive officer or director of the Company.
(b) The management of the Company has, in accordance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entitiescase may be, and none of such Purchaser SEC Documents contained at the time they were filed (ii) has disclosed, based on its most recent evaluation or if amended or superseded by a filing prior to the date hereofof this Plan of Merger, then on the date of such filing) any untrue statement of a material fact or omitted 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.
4.14.2 Each of the principal executive officer of Purchaser and the principal financial officer of Purchaser (or each former principal executive officer of Purchaser and each former principal financial officer of Purchaser, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company’s auditors SEC Documents, and the audit committee statements contained in such certifications are in material compliance with the requirements of the Company’s Board Exchange Act and SOX. For purposes of Directors (A) this Plan of Merger, “principal executive officer” and “principal financial officer” have the meanings ascribed to such terms in SOX. Neither Purchaser nor any significant deficiencies of the Purchaser Subsidiaries has outstanding, or has since the effective date of Section 402 of SOX, arranged any outstanding “extensions of credit” to or for directors or executive officers of Purchaser in the design or operation violation of Section 402 of SOX.
4.14.3 Purchaser maintains a system of “internal control over financial reporting,” as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, and such system is maintained in compliance with such rules.
4.14.4 Purchaser has not received any written notification from its outside auditors of any (a) “significant deficiency” or (b) “material weakness” in Purchaser’s internal controls over financial reporting (since January 1, 2012. To the Knowledge of Purchaser, there is no outstanding “Internal Controls”) which could adversely affect significant deficiency” or “material weakness” that has not been appropriately and adequately remedied by Purchaser. For purposes of this Plan of Merger, the Company’s ability terms “significant deficiency” and “material weakness” have the meanings assigned to recordthem in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, process, summarize and report financial data and have identified for as in effect on the Company’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 the Company’s Internal Controlsdate hereof.
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Securities Laws Matters. (a) The Company and each of its officers are in compliance with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated under such act or the 1934 Act (in each case3.27.1 Since January 1, as currently in effect2010, the “Xxxxxxxx-Xxxxx Act”) and (ii) the applicable qualification requirements and corporate governance rules and regulations promulgated by the National Association of Securities Dealers. The Company has previously disclosed to Parent the information filed or furnished all forms, documents and reports required to be disclosed by filed or furnished with the SEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, but excluding the Proxy Statement and the Registration Statement, the "Company SEC Reports"). Each of the Company and certain SEC Reports, in each case as of its officers filing or furnishing date, or, if amended, as finally amended, has complied as to form in all material respects with the Company’s Board of Directors or any committee thereof pursuant to the certification applicable requirements of Rule 13a-14 under the 1934 Act. Since Securities Act and the date such provisions became applicable to the Company and its Subsidiaries, all auditing services and non-audit services provided to the Company and each of its Subsidiaries have been approved by the audit committee to the Company’s Board of Directors in compliance with Section 10A(h) or Section 10A(i) of the 1934 Exchange Act, and no registered public accounting firm or any associate thereof that performs any audit for the Company or any of its Subsidiaries has provided to the Company or any of its Affiliates any service prohibited by Section 10A(g) of the 1934 Act. Except as permitted by the 1934 Act, including, without limitation, Sections 13(k)(2) and (3), since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its Subsidiaries has, directly or indirectly, made, entered into, arranged, renewed, modified (in any material way) or forgiven any personal loans to any executive officer or director of the Company.
(b) The management none of the Company hasSEC Reports, when filed or furnished or, if amended, as finally amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in accordance the light of the circumstances under which they were made, not misleading. None of the Company Subsidiaries are or ever have been required to file periodic reports with Rule 13a-15 under the 1934 ActSEC. As of the date of this Plan of Merger, (i) designed there are no material outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Reports.
3.27.2 Company has established and maintains disclosure controls and procedures to ensure that material information relating to (as such term is defined in Rule 13a-15(e) under the Company, including its consolidated Subsidiaries, is made known to Exchange Act) as required by Rule 13a-15(a) under the management of the Company by others within those entitiesExchange Act, and Company has established and maintains internal controls over financial reporting (iias such term is defined in Rule 13a-15(f) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act. Company has disclosed, based on its most recent evaluation prior to the date hereofevaluation, to the Company’s auditors and the audit committee of the Company’s Company Board of Directors (Aa) any significant deficiencies and material weaknesses in the design or operation of its internal control controls over financial reporting (“Internal Controls”as defined in Rule 13a-15(f) of the Exchange Act) which could are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls information and (Bb) any fraud, whether or not material, fraud that involves management or other employees who have a significant role in the Company’s Internal Controlsinternal controls over financial reporting. Since January 1, 2010, neither Company nor any of the Company Subsidiaries has Knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Company or any Company Subsidiary or their respective internal accounting controls, including any written complaint, allegation, assertion or claim that Company or any Company Subsidiary has engaged in questionable accounting or auditing practices, which, if true, would constitute a significant deficiency or a material weakness.
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Securities Laws Matters. 3.27.1 Since January 1, 2010, Company has filed or furnished all forms, documents and reports required to be filed or furnished with the SEC under the Securities Act or the Exchange Act (a) The Company and each of its officers are in compliance collectively with (i) any amendments thereto, but excluding the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 Proxy Statement and the related rules and regulations promulgated under such act or the 1934 Act (in each case, as currently in effectRegistration Statement, the “Xxxxxxxx-Xxxxx ActCompany SEC Reports”) and (ii) ). Each of the Company SEC Reports, in each case as of its filing or furnishing date, or, if amended, as finally amended, has complied as to form in all material respects with the applicable qualification requirements of the Securities Act and corporate governance rules the Exchange Act, and regulations promulgated by none of the National Association Company SEC Reports, when filed or furnished or, if amended, as finally amended, contained any untrue statement of Securities Dealers. The Company has previously disclosed a material fact or omitted to Parent the information state a material fact required to be disclosed by stated therein or necessary in order to make the Company and certain of its officers to statements therein, in the Company’s Board of Directors or any committee thereof pursuant to the certification requirements of Rule 13a-14 under the 1934 Act. Since the date such provisions became applicable to the Company and its Subsidiaries, all auditing services and non-audit services provided to the Company and each of its Subsidiaries have been approved by the audit committee to the Company’s Board of Directors in compliance with Section 10A(h) or Section 10A(i) light of the 1934 Act, and no registered public accounting firm or any associate thereof that performs any audit for the Company or any of its Subsidiaries has provided to the Company or any of its Affiliates any service prohibited by Section 10A(g) of the 1934 Act. Except as permitted by the 1934 Act, including, without limitation, Sections 13(k)(2) and (3), since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its Subsidiaries has, directly or indirectly, circumstances under which they were made, entered into, arranged, renewed, modified (in any material way) or forgiven any personal loans to any executive officer or director of the Company.
(b) The management not misleading. None of the Company hasSubsidiaries are or ever have been required to file periodic reports with the SEC. As of the date of this Plan of Merger, in accordance there are no material outstanding or unresolved comments received from the SEC with Rule 13a-15 under respect to any of the 1934 Act, (i) designed Company SEC Reports.
3.27.2 Company has established and maintains disclosure controls and procedures to ensure that material information relating to (as such term is defined in Rule 13a-15(e) under the Company, including its consolidated Subsidiaries, is made known to Exchange Act) as required by Rule 13a-15(a) under the management of the Company by others within those entitiesExchange Act, and Company has established and maintains internal controls over financial reporting (iias such term is defined in Rule 13a-15(f) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act. Company has disclosed, based on its most recent evaluation prior to the date hereofevaluation, to the Company’s auditors and the audit committee of the Company’s Company Board of Directors (Aa) any significant deficiencies and material weaknesses in the design or operation of its internal control controls over financial reporting (“Internal Controls”as defined in Rule 13a-15(f) of the Exchange Act) which could are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls information and (Bb) any fraud, whether or not material, fraud that involves management or other employees who have a significant role in the Company’s Internal Controlsinternal controls over financial reporting. Since January 1, 2010, neither Company nor any of the Company Subsidiaries has Knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Company or any Company Subsidiary or their respective internal accounting controls, including any written complaint, allegation, assertion or claim that Company or any Company Subsidiary has engaged in questionable accounting or auditing practices, which, if true, would constitute a significant deficiency or a material weakness.
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