Purchaser SEC Filings definition

Purchaser SEC Filings has the meaning specified in Section 5.9.
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Purchaser SEC Filings means all reports, registration statements, definitive proxy statements, or other information statements or filings filed by Purchaser with the SEC under the Exchange Act.
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Purchaser SEC Filings has the meaning ascribed to it in SECTION 3.08.
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Examples of Purchaser SEC Filings in a sentence

  • Except as set forth in the Purchaser SEC Filings, Purchaser is not a party to any voting agreement, voting trust or similar agreement or arrangement relating to its capital stock or any agreement or arrangement relating to or providing for registration rights with respect to its capital stock.

  • The consolidated balance sheets and consolidated statements of operations, stockholder's equity and cash flows of Purchaser and its Subsidiaries included in the Purchaser SEC Filings fairly present in all material respects the consolidated financial position of Purchaser and its Subsidiaries at their respective dates and the consolidated results of operations of Purchaser and its Subsidiaries for the respective periods then ended, in accordance with U.S. GAAP.

  • Except as described in the Purchaser SEC Filings or Section 5.17 of the Purchaser Disclosure Schedule, neither Purchaser nor any of its Subsidiaries has received notice of any revocation or modification of any license, certification, tariff, permit, registration, exemption, approval or other authorization by any Governmental Entity which remains outstanding.

  • Purchaser has filed all forms, reports and documents required to be filed with the SEC since January 1, 1993 and Purchaser has made available to the Seller true and complete copies of (i) Purchaser's Annual Report on Form 10-K for the year ended September 30, 1995, and (ii) all other reports, statements and registration statements (including Current Reports on Form 8-K) filed by Purchaser with the SEC since January 1, 1993 (collectively, the "Purchaser SEC Filings").

  • As of their filing dates, none of the Purchaser SEC Filings contained 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.

  • The Purchaser SEC Filings at the time of filing complied in all material respects with the Exchange Act or the Securities Act, as the case may be, and the rules and regulations thereunder.

  • Except as set forth in the Purchaser SEC Filings, neither Purchaser nor any of its Subsidiaries has any contingent or other obligation to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof.

  • As of their respective dates (or, if amended, as of the date of such amendment), the Purchaser SEC Filings did not, and any Purchaser SEC Filings filed with or furnished to the SEC subsequent to the date of this Agreement will 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 made therein, in light of the circumstances in which they were made, not misleading.

  • Purchaser has filed as an exhibit to the Purchaser SEC Filings every “material contract” as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than this Agreement and any Ancillary Agreement) to which, as of the date of this Agreement, Purchaser is a party or by which any of its respective assets are bound.

  • Through the date hereof, Purchaser has no liability for Taxes in excess of the amount reserved or provided for on the most recent balance sheet included in the Purchaser SEC Filings and Taxes arising since the Balance Sheet Date in the ordinary course of business.


More Definitions of Purchaser SEC Filings

Purchaser SEC Filings has the meaning ascribed to it in §5.1(b);
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Purchaser SEC Filings shall have the meaning set forth in Section 4.3(a) of this Agreement.
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Purchaser SEC Filings means any final prospectus, final registration statement, report, schedule and definitive proxy statement filed with or furnished to the SEC by Purchaser pursuant to the Investment Company Act, the Securities Act or the Exchange Act since January 1, 2006.
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Purchaser SEC Filings has the meaning given to such term in clause 7.3(A).
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Purchaser SEC Filings has the meaning set forth in 5.03(h)(1).
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Purchaser SEC Filings has the meaning set forth in Section 5.7(a). "Purchaser Shares" means Purchaser's issued and outstanding common stock. "Real Property" means land, buildings and improvements. "Registration Rights Agreement" means the Registration Rights Agreement attached hereto as Exhibit C. "Securities Act" means the Securities Act of 1933, as amended. "Xxxxxxxx" means Xxxxxxxx Iron Works, Inc., an Iowa corporation. "Xxxxxxxx Certificates" means the share certificates that evidence Stockholder's ownership interests in the Xxxxxxxx Shares. "Xxxxxxxx Shares" means the issued and outstanding common stock of Xxxxxxxx. "Stock Consideration" means the newly issued Purchaser Shares that will be paid to each of the Stockholders at the Closing upon conversion of their Xxxxxxxx Shares as further described in Section 2.6(c). The total Stock Consideration to be paid all the Stockholders equals that number of Purchaser Shares equal to the greater of: (i) $8,000,000 divided by the Average Closing Price, or (ii) $8,000,000 divided by $6.65. When referring to an individual Stockholder, "Stock Consideration" means the Purchaser Shares that such Stockholder will be receiving at the Closing. "Stockholders" means the shareholders of Xxxxxxxx listed on Exhibit B hereto. "Subsidiary Corp." means Cycle Country Accessories Corporation, Purchaser's wholly owned subsidiary, an Iowa corporation, into which Xxxxxxxx will be merged.
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Related to Purchaser SEC Filings

  • Buyer SEC Documents shall have the meaning set forth in Section 4.10(a).

  • Buyer SEC Reports has the meaning set forth in Section 4.6.

  • Company SEC Documents has the meaning set forth in Section 3.04(a).

  • SEC Filings has the meaning set forth in Section 4.6.

  • Company SEC Reports shall have the meaning set forth in Section 3.8(a).

  • Purchaser Securities means the Purchaser Units, the Purchaser Common Stock, the Purchaser Preferred Stock and the Purchaser Warrants, collectively.

  • Public Filings has the meaning set forth in Section 6.1(c).

  • Purchaser Shares means the common shares in the capital of the Purchaser.

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • Purchaser Disclosure Letter means the disclosure letter delivered by the Purchaser to the Company at the time of execution hereof.

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • SEC Documents shall have the meaning specified in Section 4.5.

  • Purchaser Disclosure Schedule means the disclosure schedule of Purchaser delivered to Seller in connection with the execution and delivery of this Agreement.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Subsequent Disclosure Documents means any financial statements, management’s discussion and analysis, information circulars, annual information forms, material change reports (other than confidential material change reports), business acquisition reports or other documents issued by the Corporation after the Execution Time which are, or are deemed to be, pursuant to applicable Securities Laws, incorporated by reference into the Final Prospectuses or any Prospectus Amendment;

  • Purchaser means the organization purchasing the goods.

  • Purchaser Warrants means Purchaser Private Warrants and Purchaser Public Warrants, collectively.

  • Purchaser Parent has the meaning set forth in the preamble to this Agreement.

  • Acquiror has the meaning specified in the Preamble hereto.

  • Buyer has the meaning set forth in the preamble.

  • PubCo has the meaning set forth in the Preamble.

  • Other Selling Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their Other Shares in certain registrations hereunder.

  • Pre-Closing Tax Return means any Tax Return that is required to be filed for any Acquired Companies, the Seller or any of its Affiliates with respect to a Pre-Closing Tax Period.

  • Pre-Closing Tax Returns is defined in Section 6.7(b)(iii).

  • The Purchaser means the organization purchasing the Goods, as named in SCC.

  • Seller’s Closing Documents as defined in Section 3.2(a).