Securities Reports; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed with the SEC since December 31, 2001, and as of the date of this Agreement has delivered or made available to Seller (including pursuant to the SEC’s website), in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 2001, 2002 and 2003, respectively, (ii) all proxy statements relating to the Company’s meetings of shareholders (whether annual or special) held since December 31, 2001, (iii) all Reports on Form 10-Q filed by the Company with the SEC since December 31, 2001, (iv) all Reports on Form 8-K filed by the Company with the SEC since December 31, 2001, (v) all other reports or registration statements filed by the Company with the SEC since December 31, 2001, and (vi) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since December 31, 2001 (collectively, the “Company SEC Reports”). The Company SEC Reports, including all Company SEC Reports filed after the date of this Agreement, (i) were or will be prepared in accordance in all material respects with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or 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.
Securities Reports; Financial Statements. The Company has timely filed all forms, reports and documents (including prospectuses, offering memoranda and TSE filing statements) with the Commissions, the TSE and the SEC required to be filed by it pursuant to Applicable Laws (collectively, the "Company Securities Reports"). The Company has delivered or made available to Parent true and complete copies of (a) its Annual Information Forms for the years ended December 31, 1993, 1994, 1995, 1996 and 1997, (b) all Proxy Circulars relating to meetings of the Company's shareholders (whether annual or special) held since January 1, 1993, (c) all other Shareholders' Reports and other documents filed by it with the TSE or the Commissions since January 1, 1993, and (d) all amendments and supplements to all such forms, reports and documents filed by the Company with the TSE or the Commissions. As of their respective dates, the Company Securities Reports complied in all material respects with Applicable Laws, and 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. The financial statements (including any related notes) of the Company included in the Company Securities Reports complied in all material respects with applicable accounting requirements and with Applicable Laws, were prepared in conformity with Canadian generally accepted accounting principles applied on a consistent basis (except as otherwise stated in the financial statements), and present fairly the consolidated financial position, results of operations, stockholders' equity, liabilities (contingent or otherwise) and cash flows, as the case may be, of the Company and its consolidated Subsidiaries as of the dates and for the periods indicated, subject, in the case of unaudited interim consolidated financial statements, to (i) the absence of certain notes thereto and (ii) normal year-end audit adjustments. The information to be contained in the Information Circular (including any information referred to therein or incorporated therein by reference) relating to the Company will be accurate and complete in all material respects as of the date thereof and will not contain a misrepresentation (as defined in the Securities Act (Ontario)) as of such date. 3.7. ABSENCE OF MATERIAL ADVERSE CHANGES AND UNDISCLOSED LIABILITIES. 3.7.1.
Securities Reports; Financial Statements. (a) As of the date of this Agreement, FMB has delivered to Dairy State in the form filed with the SEC its Annual Report on Form 10K for the fiscal years ended December 31, 1998, (the "FMB SEC Report"). The SEC Reports, including all FMB SEC Reports filed after the date of this Agreement, (i) were or will be prepared in accordance with the requirements of applicable law and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of material fact or 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.
Securities Reports; Financial Statements. As of the date hereof, (a) the Purchaser has filed all forms, reports, statements and other documents required to be filed with (i) the Securities and Exchange Commission (the "SEC") including, without limitation, (A) all Annual Reports on Form 10-K, (B) all Quarterly Reports on Form 10-Q, (C) all proxy statements relating to meetings of shareholders (whether annual or special), (D) all reports on Form 8-K, (E) all other reports or registration statements, and (F) all amendments and supplements to all such reports and registration statements (collectively, the "Purchaser SEC Reports") and (ii) any applicable, federal, state or foreign securities authorities; and (b) the Purchaser has complied with the filing requirements in all material respects regarding all forms, reports, statements and other documents required to be filed with any other applicable federal, state or foreign regulatory authorities including, without limitation, state insurance and health regulatory authorities. The Purchaser SEC Reports do not, as of the date they were filed, contain any untrue statement of a material fact or 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.
Securities Reports; Financial Statements. 5.10.1 The FIBK SEC Documents (a) were prepared in all material respects in accordance with published rules and regulations of the SEC and (b) did not at the time they were filed, (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contain any untrue statement of material fact or 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 that information as of a later date shall be deemed to modify information as of that later date).
Securities Reports; Financial Statements. (a) All forms, reports and documents required to be filed by Integra with the Commission since January 1, 2007 (the “Integra SEC Reports”), (i) were prepared in accordance with the requirements of applicable Law and (ii) did not at the time they were filed contain any untrue statement of a material fact or 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.
Securities Reports; Financial Statements. (a) All forms, reports and documents required to be filed by Peoples with the Commission since January 1, 2007 (the “Peoples SEC Reports”), (x) were prepared in accordance with the requirements of applicable Law and (y) did not at the time they were filed contain any untrue statement of a material fact or 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.
Securities Reports; Financial Statements. Travelbyus has timely filed all forms, reports and documents (including prospectuses, offering memoranda and TSE filing statements) with the Commissions and the TSE required to be filed by it pursuant to Applicable Laws (collectively, the "Travelbyus Securities Reports"). As of their respective dates, Travelbyus Securities Reports complied in all material respects with Applicable Laws and 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. The financial statements (including any related notes) of Travelbyus included in Travelbyus Securities Reports complied in all material respects with applicable accounting requirements and with Applicable Laws, were prepared in conformity with Canadian generally accepted accounting principles applied on a consistent basis (except as otherwise stated in the financial statements) and present fairly the consolidated financial position, results of operations, shareholders' equity, liabilities (contingent or otherwise) and cash flows, as the case may be, of Travelbyus and its consolidated Subsidiaries as of the dates and for the periods indicated, subject, in the case of unaudited interim financial statements to; (i) the absence of certain notes thereto; and (ii) normal year- end audit adjustments.
Securities Reports; Financial Statements. (a) The Company and each Subsidiary have filed all forms, reports and documents required to be filed with:
Securities Reports; Financial Statements. (a) The Company has filed all forms, reports, schedules, statements and documents required to be filed by Applicable Securities Legislation since December 31, 1999 (the "Securities Reports"), and all the Securities Reports have been filed in all material respects on a timely basis and delivered to Parent. The Securities Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Applicable Securities Legislation and did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or 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. None of the Company's Subsidiaries has filed, or is obligated to file, any other forms, reports, schedules, statements or other documents pursuant to Applicable Securities Legislation.
