Examples of Company Public Filings in a sentence
As of (A) the date of this Agreement, except as disclosed in any Company Public Filings available as of the date hereof, and (B) the Purchase Option Closing Date, there are no actions by or against the Company pending before any Governmental Authority or, to the knowledge of the Company, threatened to be brought by or before any Governmental Authority, that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.
Except as disclosed in any of the Company Public Filings available as of the date hereof, there are no actions by or against the Company pending before any Governmental Authority or, to the Knowledge of the Company, threatened to be brought by or before any Governmental Authority, that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.
The Company has filed or furnished, as applicable, on a timely basis, all of the Company Public Filings.
Except as set forth on SCHEDULE 3.7(C) or in its Company Public Filings, there has been no change in any significant accounting (including tax accounting) policies, practices or procedures of the Company.
There are no unconsolidated Subsidiaries of the Company or any off-balance sheet arrangements (as described in Item 5 of Form 20-F promulgated by the SEC) that have not been so described in the Company Public Filings.
Notwithstanding the above, disclosures in the Company Public Filings shall not qualify any Company Fundamental Warranties.
Except as set forth on SCHEDULE 3.8, or as reported in its Company Public Filings, the Company possesses good, valid and marketable title to, and owns its property and assets free and clear of all Liens.
The Company has previously made available to Parent a complete copy of each filing by the Company with the Market Authority of Nasdaq Europe since December 31, 1999 pursuant to the Nasdaq Europe Rule Book (collectively, the "Company Public Filings").
Except as disclosed in the Company Public Filings and other than securities issued pursuant to the Incentive Plan from time to time, there are no securities convertible or exchangeable into or exercisable for, or giving any person a right to subscribe for or acquire, any securities of the Company, in each case, that are issued by the Company and remain outstanding.
Both before and after giving effect to the transactions contemplated by the Transaction Documents and the Collaboration Documents, (i) each of the Company and its Subsidiaries will be solvent; and (ii) the Group Companies, taken as a whole, will have adequate capital and liquidity with which to engage in their businesses as currently conducted and as described in the Company Public Filings.