Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of Longview’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Longview has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Longview’s financial reporting and the preparation of Longview’s financial statements for external purposes in accordance with GAAP and (ii) Longview has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Longview is made known to Longview’s principal executive officer and principal financial officer by others within Longview. (b) Longview has not taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Since its initial public offering, Longview has complied in all material respects with all applicable listing and corporate governance rules and regulations of the NYSE. The classes of securities representing issued and outstanding Longview Class A Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSE. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of Longview, threatened against Longview by the NYSE or the SEC with respect to any intention by such entity to deregister Longview Class A Common Stock or prohibit or terminate the listing of Longview Class A Common Stock on the NYSE. Longview has not taken any action that is designed to terminate the registration of Longview Class A Common Stock under the Exchange Act. (d) The Longview SEC Reports contain true and complete copies of the applicable Longview Financial Statements. The Longview Financial Statements (i) fairly present in all material respects the financial position of Longview as at the respective dates thereof, and the results of its operations, stockholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Longview Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Longview has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for Longview’s and its Subsidiaries’ assets. Longview maintains and, for all periods covered by the Longview Financial Statements, has maintained books and records of Longview in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Longview in all material respects. (f) Since its incorporation, Longview has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Longview to Longview’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Longview to Longview’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Longview who have a significant role in the internal controls over financial reporting of Longview.
Appears in 2 contracts
Sources: Business Combination Agreement (Longview Acquisition Corp. II), Business Combination Agreement (Longview Acquisition Corp.)
Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of LongviewCascadia’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Longview Cascadia has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of LongviewCascadia’s financial reporting and the preparation of Longview’s financial statements Cascadia Financial Statements for external purposes in accordance with GAAP and (ii) Longview Cascadia has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Longview Cascadia is made known to LongviewCascadia’s principal executive officer and principal financial officer by others within LongviewCascadia.
(b) Longview Cascadia has not taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There are no outstanding loans or other extensions of credit made by Cascadia to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Cascadia.
(c) Since its initial public offering, Longview offering Cascadia has complied in all material respects with all applicable listing and corporate governance rules and regulations of the NYSENasdaq. The classes of securities representing issued and outstanding Longview Class A Common Stock Cascadia Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSENasdaq. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of LongviewCascadia’s knowledge, threatened against Longview Cascadia by the NYSE Nasdaq or the SEC with respect to any intention by such entity to deregister Longview Class A Common Stock Cascadia Shares or prohibit or terminate the listing of Longview Class A Common Stock Cascadia Shares on the NYSENasdaq. Longview Cascadia has not taken any action that is designed to terminate the registration of Longview Class A Common Stock Cascadia Shares under the Exchange Act.
(d) The Longview Cascadia SEC Reports contain true and complete copies of the applicable Longview Cascadia Financial Statements. The Longview Cascadia Financial Statements (i) fairly present in all material respects the financial position of Longview Cascadia as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto thereto) and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes)notes thereto, (iii) in the case of the audited Longview Cascadia Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable).
(e) Longview Cascadia has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for LongviewCascadia’s and its Subsidiaries’ assets. Longview Cascadia maintains and, for all periods covered by the Longview Cascadia Financial Statements, has maintained books and records of Longview Cascadia in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Longview Cascadia in all material respects.
(f) Since its incorporation, Longview Cascadia has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Longview to Longview’s knowledgeCascadia, (ii) a “material weakness” in the internal controls over financial reporting of Longview to Longview’s knowledge Cascadia or (iii) fraud, whether or not material, that involves management or other employees of Longview Cascadia who have a significant role in the internal controls over financial reporting of LongviewCascadia.
Appears in 1 contract
Sources: Business Combination Agreement (Cascadia Acquisition Corp.)
Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of LongviewJAWS’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Longview JAWS has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of LongviewJAWS’s financial reporting and the preparation of LongviewJAWS’s financial statements for external purposes in accordance with GAAP and (ii) Longview JAWS has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Longview JAWS is made known to LongviewJAWS’s principal executive officer and principal financial officer by others within LongviewJAWS.
(b) Longview JAWS has not taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.
(c) Since its initial public offering, Longview JAWS has complied in all material respects with all applicable listing and corporate governance rules and regulations of the NYSE. The classes of securities representing issued and outstanding Longview JAWS Class A Common Stock Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSE. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of LongviewJAWS, threatened against Longview JAWS by the NYSE or the SEC with respect to any intention by such entity to deregister Longview JAWS Class A Common Stock Shares or prohibit or terminate the listing of Longview JAWS Class A Common Stock Shares on the NYSE. Longview JAWS has not taken any action that is designed to terminate the registration of Longview JAWS Class A Common Stock Shares under the Exchange Act.
(d) The Longview JAWS SEC Reports contain true and complete copies of the applicable Longview JAWS Financial Statements. The Longview JAWS Financial Statements (i) fairly present in all material respects the financial position of Longview JAWS as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Longview JAWS Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable).
(e) Longview JAWS has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for LongviewJAWS’s and its Subsidiaries’ assets. Longview JAWS maintains and, for all periods covered by the Longview JAWS Financial Statements, has maintained books and records of Longview JAWS in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Longview JAWS in all material respects.
(f) Since its incorporation, Longview JAWS has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Longview JAWS to LongviewJAWS’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Longview JAWS to LongviewJAWS’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Longview JAWS who have a significant role in the internal controls over financial reporting of LongviewJAWS.
Appears in 1 contract
Sources: Business Combination Agreement (Jaws Acquisition Corp.)
Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of LongviewAJAX’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Longview AJAX has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of LongviewAJAX’s financial reporting and the preparation of LongviewAJAX’s financial statements for external purposes in accordance with GAAP and (ii) Longview AJAX has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Longview AJAX is made known to LongviewAJAX’s principal executive officer and principal financial officer by others within LongviewAJAX.
(b) Longview AJAX has not taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.
(c) Since its initial public offering, Longview AJAX has complied in all material respects with all applicable listing and corporate governance rules and regulations of the NYSE. The classes of securities representing issued and outstanding Longview AJAX Class A Common Stock Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSE. As of the date of this Agreement, there is no material Proceeding pending or, to the knowledge of LongviewAJAX’s knowledge, threatened against Longview AJAX by the NYSE or the SEC with respect to any intention by such entity to deregister Longview AJAX Class A Common Stock Shares or prohibit or terminate the listing of Longview AJAX Class A Common Stock Shares on the NYSE. Longview AJAX has not taken any action that is designed to terminate the registration of Longview AJAX Class A Common Stock Shares under the Exchange Act.
(d) The Longview AJAX SEC Reports contain true and complete copies of the applicable Longview AJAX Financial Statements. The Longview AJAX Financial Statements (i) fairly present in all material respects the financial position of Longview AJAX as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (iii) in the case of the audited Longview AJAX Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable).
(e) Longview AJAX has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for LongviewAJAX’s and its SubsidiariesAJAX Parties’ assets. Longview AJAX maintains and, for all periods covered by the Longview AJAX Financial Statements, has maintained books book and records of Longview AJAX in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Longview AJAX in all material respects.
(f) Since its incorporation, Longview AJAX has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls control over financial reporting of Longview to Longview’s knowledgeAJAX, (ii) a “material weakness” in the internal controls over financial reporting of Longview to Longview’s knowledge AJAX or (iii) fraud, whether or not material, that involves management or other employees of Longview AJAX who have a significant role in the internal controls over financial reporting of LongviewAJAX.
Appears in 1 contract
Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of LongviewCapstar’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Longview Capstar has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of LongviewCapstar’s financial reporting and the preparation of LongviewCapstar’s financial statements for external purposes in accordance with GAAP and (ii) Longview Capstar has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Longview Capstar is made known to LongviewCapstar’s principal executive officer and principal financial officer by others within LongviewCapstar.
(b) Longview Capstar has not taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.
(c) Since its initial public offering, Longview Capstar has complied in all material respects with all applicable listing and corporate governance rules and regulations of the NYSE. The classes of securities representing issued and outstanding Longview Capstar Class A Common Stock Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSE. As of the date of this Agreement, there There is no Proceeding pending or, to the knowledge of LongviewCapstar, threatened against Longview Capstar by the NYSE or the SEC with respect to any intention by such entity to deregister Longview Capstar Class A Common Stock Shares or prohibit or terminate the listing of Longview Capstar Class A Common Stock Shares on the NYSE. Longview Capstar has not taken any action that is designed to terminate the registration of Longview Capstar Class A Common Stock Shares under the Exchange Act.
(d) The Longview Capstar SEC Reports contain true and complete copies of the applicable Longview Capstar Financial Statements. The Longview Except as disclosed in the Capstar SEC Reports, the Capstar Financial Statements (i) fairly present in all material respects the financial position of Longview Capstar as at the respective dates thereof, and the results of its operations, stockholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Longview Capstar Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable).
(e) Longview Capstar has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for LongviewCapstar’s and its Subsidiaries’ assets. Longview Capstar maintains and, for all periods covered by the Longview Capstar Financial Statements, has maintained books and records of Longview Capstar in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Longview Capstar in all material respects.
(f) Since its incorporation, Longview Capstar has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Longview Capstar to LongviewCapstar’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Longview Capstar to LongviewCapstar’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Longview Capstar who have a significant role in the internal controls over financial reporting of LongviewCapstar.
Appears in 1 contract
Sources: Business Combination Agreement (Capstar Special Purpose Acquisition Corp.)
Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of Longview’s RACA's status as an “"emerging growth company” " within the meaning of the Securities Act, as modified by the JOBS Act, or “"smaller reporting company” " within the meaning of the Exchange Act, since its initial public offering, (i) Longview RACA has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Longview’s RACA's financial reporting and the preparation of Longview’s RACA's financial statements for external purposes in accordance with GAAP and (ii) Longview RACA has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Longview RACA is made known to Longview’s RACA's principal executive officer and principal financial officer by others within LongviewRACA.
(b) Longview RACA has not taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act.
(c) Since its initial public offering, Longview RACA has complied in all material respects with all applicable listing and corporate governance rules and regulations of the NYSENasdaq. The classes of securities representing issued and outstanding Longview RACA Class A Common Stock Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSENasdaq. As of the date of this Agreement, there There is no Proceeding pending or, to the knowledge of LongviewRACA, threatened against Longview RACA by the NYSE Nasdaq or the SEC with respect to any intention by such entity to deregister Longview RACA Class A Common Stock Shares or prohibit or terminate the listing of Longview RACA Class A Common Stock Shares on the NYSENasdaq. Longview RACA has not taken any action that is designed to terminate the registration of Longview RACA Class A Common Stock Shares under the Exchange Act.
(d) The Longview RACA SEC Reports contain true and complete copies of the applicable Longview RACA Financial Statements. The Longview RACA Financial Statements (i) fairly present in all material respects the financial position of Longview RACA as at the respective dates thereof, and the results of its operations, stockholders’ ' equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Longview RACA Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable).
(e) Longview RACA has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s 's authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for Longview’s RACA's and its Subsidiaries’ ' assets. Longview RACA maintains and, for all periods covered by the Longview RACA Financial Statements, has maintained books and records of Longview RACA in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Longview RACA in all material respects.
(f) Since its incorporation, Longview RACA has not received any written complaint, allegation, assertion or claim that there is (i) a “"significant deficiency” " in the internal controls over financial reporting of Longview RACA to Longview’s RACA's knowledge, (ii) a “"material weakness” " in the internal controls over financial reporting of Longview RACA to Longview’s RACA's knowledge or (iii) fraud, whether or not material, that involves management or other employees of Longview RACA who have a significant role in the internal controls over financial reporting of LongviewRACA.
Appears in 1 contract
Sources: Business Combination Agreement (Therapeutics Acquisition Corp.)
Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of LongviewAcquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Longview Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of LongviewAcquiror’s financial reporting and the preparation of LongviewAcquiror’s financial statements for external purposes in accordance with GAAP and (ii) Longview Acquiror has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Longview Acquiror is made known to LongviewAcquiror’s principal executive officer and principal financial officer by others within LongviewAcquiror.
(b) Longview Acquiror has not taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.
(c) Since its initial public offering, Longview Acquiror has complied in all material respects with all applicable listing and corporate governance rules and regulations of the NYSENasdaq. The classes of securities representing issued and outstanding Longview shares of Acquiror Class A Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSENasdaq. As of the date of this Agreement, there is no material Proceeding pending or, to the knowledge of LongviewAcquiror, threatened against Longview Acquiror by the NYSE Nasdaq or the SEC with respect to any intention by such entity to deregister Longview shares of Acquiror Class A Common Stock or prohibit or terminate the listing of Longview shares of Acquiror Class A Common Stock on the NYSENasdaq. Longview Acquiror has not taken any action that is designed to terminate the registration of Longview shares of Acquiror Class A Common Stock under the Exchange Act.
(d) The Longview Acquiror SEC Reports contain true and complete copies of the applicable Longview Acquiror Financial Statements. The Longview Acquiror Financial Statements (i) fairly present in all material respects the financial position of Longview Acquiror as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Longview Acquiror Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). The Acquiror acknowledges that (i) the staff of the SEC (the “Staff”) issued the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition companies on April 12, 2021 (the “Statement”), (ii) Acquiror continues to review the Statement and its implications, including on the financial statements and other information included in the Acquiror SEC Reports and (iii) any restatement, revision or other modification of the Acquiror SEC Reports in connection with such review of the Statement or any subsequent agreements, Orders, comments or other guidance from the Staff of the SEC regarding the accounting policies of Acquiror shall not be deemed material for purposes of this Agreement.
(e) Longview Acquiror has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for LongviewAcquiror’s and its Subsidiaries’ assets. Longview ▇▇▇▇▇▇▇▇ maintains and, for all periods covered by the Longview Acquiror Financial Statements, has maintained books and records of Longview Acquiror in the ordinary course of business that are accurate designed to provide reasonable assurance regarding the accuracy and complete completeness thereof and reflect the revenues, expenses, assets and liabilities of Longview Acquiror in all material respects.
(f) Since its incorporation, Longview Acquiror has not received any written complaint, allegation, assertion or claim that there is notification of any (i) a “significant deficiency” in the internal controls over financial reporting of Longview Acquiror to LongviewAcquiror’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Longview Acquiror to LongviewAcquiror’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Longview Acquiror who have a significant role in the internal controls over financial reporting of LongviewAcquiror.
Appears in 1 contract
Sources: Business Combination Agreement (Marblegate Acquisition Corp.)
Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of LongviewPathfinder’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Longview Pathfinder has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of LongviewPathfinder’s financial reporting and the preparation of LongviewPathfinder’s financial statements for external purposes in accordance with GAAP and (ii) Longview Pathfinder has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Longview Pathfinder is made known to LongviewPathfinder’s principal executive officer and principal financial officer by others within LongviewPathfinder.
(b) Longview Pathfinder has not taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.
(c) Since its initial public offering, Longview Pathfinder has complied in all material respects with all applicable listing and corporate governance rules and regulations of the NYSENasdaq. The classes of securities representing issued and outstanding Longview Pathfinder Class A Common Stock Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSENasdaq. As of the date of this Agreement, there is no material Proceeding pending or, to the knowledge of LongviewPathfinder, threatened in writing against Longview Pathfinder by the NYSE Nasdaq or the SEC with respect to any intention by such entity to deregister Longview Pathfinder Class A Common Stock Shares or prohibit or terminate the listing of Longview Pathfinder Class A Common Stock Shares on Nasdaq. Except as otherwise contemplated in connection with the NYSE. Longview Closing and the transactions contemplated by this Agreement and the Ancillary Documents, Pathfinder has not taken any action that is designed to terminate the registration of Longview Pathfinder Class A Common Stock Shares under the Exchange Act.
(d) The Longview Pathfinder SEC Reports contain true and complete copies of the applicable Longview Pathfinder Financial Statements. The Longview Pathfinder Financial Statements (i) fairly present in all material respects the financial position of Longview Pathfinder as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Longview Pathfinder Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable)) in effect as of the date of this Agreement, at the time of filing of the Registration Statement / Proxy Statement and at the time of effectiveness of the Registration Statement / Proxy Statement.
(e) Longview Pathfinder has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for LongviewPathfinder’s and its Subsidiaries’ assets. Longview Pathfinder maintains and, for all periods covered by the Longview Pathfinder Financial Statements, has maintained books and records of Longview Pathfinder in the ordinary course of business that are accurate designed to provide reasonable assurance regarding the accuracy and complete completeness thereof and reflect the revenues, expenses, assets and liabilities of Longview Pathfinder in all material respects.
(f) Since its incorporation, Longview Pathfinder has not received any written complaint, allegation, assertion assertion, claim or claim notification that there is (i) a “significant deficiency” in the internal controls over financial reporting of Longview Pathfinder to LongviewPathfinder’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Longview Pathfinder to LongviewPathfinder’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Longview Pathfinder who have a significant role in the internal controls over financial reporting of LongviewPathfinder.
Appears in 1 contract
Sources: Business Combination Agreement (Pathfinder Acquisition Corp)
Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of LongviewTailwind’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Longview Tailwind has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of LongviewTailwind’s financial reporting and the preparation of LongviewTailwind’s financial statements for external purposes in accordance with GAAP and (ii) Longview Tailwind has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Longview Tailwind is made known to LongviewTailwind’s principal executive officer and principal financial officer by others within LongviewTailwind.
(b) Longview Tailwind has not taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act.
(c) Since its initial public offering, Longview Tailwind has complied in all material respects with all applicable listing and corporate governance rules and regulations of the NYSE. The classes of securities representing issued and outstanding Longview Tailwind Class A Common Stock Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSE. As of the date of this Agreement, there is no material Proceeding pending or, to the knowledge of LongviewTailwind’s knowledge, threatened against Longview Tailwind by the NYSE or the SEC with respect to any intention by such entity to deregister Longview Tailwind Class A Common Stock Shares or prohibit or terminate the listing of Longview Tailwind Class A Common Stock Shares on the NYSE. Longview Tailwind has not taken any action that is designed to terminate the registration of Longview Tailwind Class A Common Stock Shares under the Exchange Act.
(d) The Longview Tailwind SEC Reports contain true and complete copies of the applicable Longview Tailwind Financial Statements. The Longview Tailwind Financial Statements (i) fairly present in all material respects the financial position of Longview Tailwind as at the respective dates thereof, and the results of its operations, stockholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (iii) in the case of the audited Longview Tailwind Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable).
(e) Longview Tailwind has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for LongviewTailwind’s and its Subsidiaries’ assets. Longview Tailwind maintains and, for all periods covered by the Longview Tailwind Financial Statements, has maintained books and records of Longview Tailwind in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Longview Tailwind in all material respects.
(f) Since its incorporation, Longview Tailwind has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Longview to Longview’s knowledgeTailwind, (ii) a “material weakness” in the internal controls over financial reporting of Longview to Longview’s knowledge Tailwind or (iii) fraud, whether or not material, that involves management or other employees of Longview Tailwind who have a significant role in the internal controls over financial reporting of LongviewTailwind.
Appears in 1 contract
Sources: Business Combination Agreement (Tailwind Acquisition Corp.)
Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of LongviewSilverBox’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Longview SilverBox has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient designed to provide reasonable assurance regarding the reliability of LongviewSilverBox’s financial reporting and the preparation of LongviewSilverBox’s financial statements for external purposes in accordance with GAAP and (ii) Longview SilverBox has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Longview SilverBox is made known to LongviewSilverBox’s principal executive officer and principal financial officer by others within LongviewSilverBox.
(b) Longview SilverBox has not taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There are no outstanding loans or other extensions of credit made by SilverBox to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of SilverBox.
(c) Since its initial public offering, Longview SilverBox has complied in all material respects with all applicable listing and corporate governance rules and regulations of the NYSENasdaq. The classes of securities representing issued and outstanding Longview SilverBox Class A Common Stock Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSENasdaq. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of LongviewSilverBox’s knowledge, threatened against Longview SilverBox by the NYSE Nasdaq or the SEC with respect to any intention by such entity to deregister Longview SilverBox Class A Common Stock Shares or prohibit or terminate the listing of Longview SilverBox Class A Common Stock Shares on the NYSENasdaq. Longview Neither SilverBox nor any of its Affiliates has not taken any action that is designed to terminate the registration of Longview SilverBox Class A Common Stock Shares under the Exchange Act.
(d) The Longview SilverBox SEC Reports contain true and complete copies of the applicable Longview SilverBox Financial Statements. The Longview SilverBox Financial Statements (i) fairly present in all material respects the financial position of Longview SilverBox as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Longview SilverBox Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable).
(e) Longview SilverBox has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for LongviewSilverBox’s and its Subsidiaries’ assets. Longview SilverBox maintains and, for all periods covered by the Longview SilverBox Financial Statements, has maintained books and records of Longview SilverBox in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Longview SilverBox in all material respects.
(f) Since its incorporationincorporation and through the date of this Agreement, Longview other than the material weakness disclosed in SilverBox’s Form 10-Q for the quarterly period ended March 31, 2021 related solely to the revised SEC guidance with respect to SilverBox’s change in “warrant liability accounting.” SilverBox has not received any written report, complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Longview to Longview’s knowledgeSilverBox, (ii) a “material weakness” in the internal controls over financial reporting of Longview to Longview’s knowledge SilverBox or (iii) fraud, whether or not material, any fraud that involves management or other employees of Longview SilverBox who have a significant role in the internal controls over financial reporting of LongviewSilverBox.
(g) Notwithstanding anything to the contrary contained in this Agreement, no representation or warranty is made by SilverBox as to the accounting treatment of its issued and outstanding warrants or other changes in accounting arising in connection with any required restatement of SilverBox’s historical financial statements, or as to any deficiencies in disclosure (including with respect to financial statement presentation or accounting and disclosure controls) arising from the treatment of such warrants as equity rather than liabilities or other required changes in the SilverBox SEC Reports.
Appears in 1 contract
Sources: Business Combination Agreement (Silverbox Engaged Merger Corp I)
Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of LongviewDragoneer’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Longview Dragoneer has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of LongviewDragoneer’s financial reporting and the preparation of LongviewDragoneer’s financial statements for external purposes in accordance with GAAP and (ii) Longview Dragoneer has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Longview Dragoneer is made known to LongviewDragoneer’s principal executive officer and principal financial officer by others within LongviewDragoneer.
(b) Longview Dragoneer has not taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.
(c) Since its initial public offering, Longview Dragoneer has complied in all material respects with all applicable listing and corporate governance rules and regulations of the NYSENasdaq. The classes of securities representing issued and outstanding Longview Dragoneer Class A Common Stock Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSENasdaq. As of the date of this Agreement, there is no material Proceeding pending or, to the knowledge of LongviewDragoneer, threatened against Longview Dragoneer by the NYSE Nasdaq or the SEC with respect to any intention by such entity to deregister Longview Dragoneer Class A Common Stock Shares or prohibit or terminate the listing of Longview Dragoneer Class A Common Stock Shares on the NYSENasdaq. Longview Dragoneer has not taken any action that is designed to terminate the registration of Longview Dragoneer Class A Common Stock Shares under the Exchange Act.
(d) The Longview Dragoneer SEC Reports contain true and complete copies of the applicable Longview Dragoneer Financial Statements. The Longview Dragoneer Financial Statements (i) fairly present in all material respects the financial position of Longview Dragoneer as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Longview Dragoneer Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable).
(e) Longview Dragoneer has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for LongviewDragoneer’s and its Subsidiaries’ assets. Longview Dragoneer maintains and, for all periods covered by the Longview Dragoneer Financial Statements, has maintained books and records of Longview Dragoneer in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Longview Dragoneer in all material respects.
(f) Since its incorporation, Longview Dragoneer has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Longview Dragoneer to LongviewDragoneer’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Longview Dragoneer to LongviewDragoneer’s knowledge or (iii) fraudFraud, whether or not material, that involves management or other employees of Longview Dragoneer who have a significant role in the internal controls over financial reporting of LongviewDragoneer.
Appears in 1 contract
Sources: Business Combination Agreement (Dragoneer Growth Opportunities Corp. II)
Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of LongviewARYA’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Longview ARYA has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of LongviewARYA’s financial reporting and the preparation of LongviewARYA’s financial statements for external purposes in accordance with GAAP and (ii) Longview ARYA has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Longview ARYA is made known to LongviewARYA’s principal executive officer and principal financial officer by others within LongviewARYA.
(b) Longview ARYA has not taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.
(c) Since its initial public offering, Longview ARYA has complied in all material respects with all applicable listing and corporate governance rules and regulations of the NYSENasdaq. The classes of securities representing issued and outstanding Longview ARYA Class A Common Stock Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSENasdaq. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of LongviewARYA, threatened against Longview ARYA by the NYSE Nasdaq or the SEC with respect to any intention by such entity to deregister Longview ARYA Class A Common Stock Shares or prohibit or terminate the listing of Longview ARYA Class A Common Stock Shares on the NYSENasdaq. Longview ARYA has not taken any action that is designed to terminate the registration of Longview ARYA Class A Common Stock Shares under the Exchange Act.
(d) The Longview ARYA SEC Reports contain true and complete copies of the applicable Longview ARYA Financial Statements. The Longview ARYA Financial Statements (i) fairly present in all material respects the financial position of Longview ARYA as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end year‑end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Longview ARYA Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable).
(e) Longview ARYA has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for LongviewARYA’s and its Subsidiaries’ assets. Longview ARYA maintains and, for all periods covered by the Longview ARYA Financial Statements, has maintained books and records of Longview ARYA in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Longview ARYA in all material respects.
(f) Since its incorporation, Longview ARYA has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Longview ARYA to LongviewARYA’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Longview ARYA to LongviewARYA’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Longview ARYA who have a significant role in the internal controls over financial reporting of LongviewARYA.
Appears in 1 contract
Sources: Business Combination Agreement (ARYA Sciences Acquisition Corp II)
Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of LongviewDSAQ’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Longview DSAQ has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) ), which are, to DSAQ’s knowledge, sufficient to provide reasonable assurance regarding the reliability of LongviewDSAQ’s financial reporting and the preparation of LongviewDSAQ’s financial statements Financial Statements for external purposes in accordance with GAAP and (ii) Longview DSAQ has established and maintained disclosure controls and procedures (as defined in required under Rule 13a-15 and Rule 15d-15 under the Exchange Act) . Such disclosure controls and procedures are designed to ensure that material information relating to Longview DSAQ is made known to LongviewDSAQ’s principal executive officer and principal financial officer by others within LongviewDSAQ.
(b) Longview DSAQ has not taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.
(c) Since its initial public offeringoffering through the date of this Agreement, Longview except as set forth in Section 4.07(c) of the DSAQ Disclosure Schedules, DSAQ has complied in all material respects with all applicable listing and corporate governance rules and regulations of the NYSECurrent Stock Exchange. The classes As of securities representing issued and outstanding Longview the date of this Agreement, (i) the DSAQ Units, DSAQ Class A Common Stock Shares and DSAQ Warrants are registered pursuant to Section 12(b) of the Exchange Act Act, and (ii) the DSAQ Units and DSAQ Class A Shares are listed for trading on the NYSECurrent Stock Exchange. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of LongviewDSAQ’s knowledge, threatened against Longview DSAQ by the NYSE Current Stock Exchange or the SEC with respect to any intention by such entity to deregister Longview the DSAQ Units, DSAQ Class A Common Stock Shares or DSAQ Warrants, or prohibit or terminate the listing of Longview DSAQ Units or DSAQ Class A Common Stock Shares on the NYSECurrent Stock Exchange. Longview DSAQ has not taken any action that is designed to terminate the registration of Longview DSAQ Units, DSAQ Class A Common Stock Shares or DSAQ Warrants under the Exchange Act.
(d) The Longview audited financial statements and unaudited interim financial statements (including, in each case, the notes and schedules thereto) included in the DSAQ SEC Reports contain true and complete copies of (the applicable Longview “DSAQ Financial Statements. The Longview Financial Statements ”) (i) fairly present in all material respects the financial position of Longview DSAQ as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (iii) in the case of the audited Longview DSAQ Financial Statements, were audited in accordance with the standards of the PCAOB standards of the Public Company Accounting Oversight Board (the “PCAOB”) and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable).
(e) Longview DSAQ has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for LongviewDSAQ’s and its Subsidiaries’ assets. Longview DSAQ maintains and, for all periods covered by the Longview DSAQ Financial Statements, has maintained books and records of Longview DSAQ in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Longview DSAQ in all material respects.
(f) Since its incorporation, Longview has not received neither DSAQ (including any written complaint, allegation, assertion employee thereof) nor DSAQ’s independent auditors have identified or claim that there is been made aware of: (i) a “any significant deficiency” deficiency or material weakness in the system of internal accounting controls over financial reporting of Longview to Longview’s knowledge, utilized by DSAQ; (ii) a “material weakness” in the internal controls over financial reporting of Longview to Longview’s knowledge or (iii) any fraud, whether or not material, that involves DSAQ’s management or other employees of Longview who have a significant role in the preparation of financial statements or the internal accounting controls over financial reporting utilized by DSAQ; or (iii) any claim or allegation regarding any of Longviewthe foregoing.
(g) Section 4.07(g) of the DSAQ Disclosure Schedules sets forth the principal amount of all of the outstanding Indebtedness for borrowed money, as of the date hereof, of DSAQ.
Appears in 1 contract
Sources: Business Combination Agreement (Direct Selling Acquisition Corp.)
Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of LongviewSOAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Longview SOAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of LongviewSOAC’s financial reporting and the preparation of LongviewSOAC’s financial statements for external purposes in accordance with GAAP and (ii) Longview SOAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Longview SOAC is made known to LongviewSOAC’s principal executive officer and principal financial officer by others within LongviewSOAC.
(b) Longview SOAC has not taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.
(c) Since its initial public offering, Longview SOAC has complied in all material respects with all applicable listing and corporate governance rules and regulations of the NYSE. The classes of securities representing issued and outstanding Longview SOAC Class A Common Stock Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSE. As of the date of this Agreement, there is no material Proceeding pending or, to the knowledge of LongviewSOAC’s knowledge, threatened against Longview SOAC by the NYSE or the SEC with respect to any intention by such entity to deregister Longview SOAC Class A Common Stock Shares or prohibit or terminate the listing of Longview SOAC Class A Common Stock Shares on the NYSE. Longview SOAC has not taken any action that is designed to terminate the registration of Longview SOAC Class A Common Stock Shares under the Exchange Act.
(d) The Longview SOAC SEC Reports contain true and complete copies of the applicable Longview SOAC Financial Statements. The Longview SOAC Financial Statements (i) fairly present in all material respects the financial position of Longview SOAC as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes)notes thereto, (iii) in the case of the audited Longview SOAC Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable).
(e) Longview SOAC has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for LongviewSOAC’s and its Subsidiaries’ assets. Longview SOAC maintains and, for all periods covered by the Longview SOAC Financial Statements, has maintained books and records of Longview SOAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Longview SOAC in all material respects.
(f) Since its incorporation, Longview SOAC has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Longview to Longview’s knowledgeSOAC, (ii) a “material weakness” in the internal controls over financial reporting of Longview to Longview’s knowledge SOAC or (iii) fraud, whether or not material, that involves management or other employees of Longview SOAC who have a significant role in the internal controls over financial reporting of LongviewSOAC.
Appears in 1 contract
Sources: Business Combination Agreement (Sustainable Opportunities Acquisition Corp.)
Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of LongviewARYA’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Longview ARYA has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of LongviewARYA’s financial reporting and the preparation of LongviewARYA’s financial statements for external purposes in accordance with GAAP and (ii) Longview ARYA has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Longview ARYA is made known to LongviewARYA’s principal executive officer and principal financial officer by others within LongviewARYA.
(b) Longview ARYA has not taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act.
(c) Since its initial public offering, Longview ARYA has complied in all material respects with all applicable listing and corporate governance rules and regulations of the NYSENasdaq. The classes of securities representing issued and outstanding Longview ARYA Class A Common Stock Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSENasdaq. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of LongviewARYA, threatened against Longview ARYA by the NYSE Nasdaq or the SEC with respect to any intention by such entity to deregister Longview ARYA Class A Common Stock Shares or prohibit or terminate the listing of Longview ARYA Class A Common Stock Shares on the NYSENasdaq. Longview ARYA has not taken any action that is designed to terminate the registration of Longview ARYA Class A Common Stock Shares under the Exchange Act.
(d) The Longview ARYA SEC Reports contain true and complete copies of the applicable Longview ARYA Financial Statements. The Longview ARYA Financial Statements (i) fairly present in all material respects the financial position of Longview ARYA as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Longview ARYA Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable).
(e) Longview ARYA has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for LongviewARYA’s and its Subsidiaries’ assets. Longview ARYA maintains and, for all periods covered by the Longview ARYA Financial Statements, has maintained books and records of Longview ARYA in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Longview ARYA in all material respects.
(f) Since its incorporation, Longview ARYA has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Longview ARYA to LongviewARYA’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Longview ARYA to LongviewARYA’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Longview ARYA who have a significant role in the internal controls over financial reporting of LongviewARYA.
Appears in 1 contract
Sources: Business Combination Agreement (Cerevel Therapeutics Holdings, Inc.)
Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of LongviewYucaipa’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Longview Yucaipa has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of LongviewYucaipa’s financial reporting and the preparation of LongviewYucaipa’s financial statements included in the Yucaipa SEC Reports (collectively, the “Yucaipa Financial Statements”) for external purposes in accordance with GAAP and (ii) Longview Yucaipa has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Longview Yucaipa is made known to LongviewYucaipa’s principal executive officer and principal financial officer by others within LongviewYucaipa.
(b) Longview Yucaipa has not taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.
(c) Since its initial public offering, Longview except as set forth in Section 6.09(c) of Yucaipa Disclosure Schedules, Yucaipa has complied in all material respects with all applicable listing and corporate governance rules and regulations of the NYSEStock Exchange. The classes of securities representing issued and outstanding Longview Yucaipa Class A Common Stock Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSEStock Exchange. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of LongviewYucaipa’s knowledge, threatened against Longview Yucaipa by the NYSE Stock Exchange or the SEC with respect to any intention by such entity to deregister Longview Yucaipa Class A Common Stock Shares or prohibit or terminate the listing of Longview Yucaipa Class A Common Stock Shares on the NYSEStock Exchange. Longview Yucaipa has not taken any action that is designed to terminate the registration of Longview Yucaipa Class A Common Stock Shares under the Exchange Act.
(d) The Longview Yucaipa SEC Reports contain true and complete copies of the applicable Longview Yucaipa Financial Statements. The Longview Yucaipa Financial Statements (i) fairly present in all material respects the financial position of Longview Yucaipa as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (iii) in the case of the audited Longview Yucaipa Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable).
(e) Longview Yucaipa has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for LongviewYucaipa’s and its Subsidiaries’ assets. Longview Yucaipa maintains and, for all periods covered by the Longview Yucaipa Financial Statements, has maintained books and records of Longview Yucaipa in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets assets, and liabilities of Longview Yucaipa in all material respects.
(f) Since its incorporation, Longview Yucaipa has not received any written complaint, allegation, assertion or claim that there is of any (i) a “significant deficiency” in the internal controls over financial reporting of Longview to Longview’s knowledgeYucaipa, (ii) a “material weakness” in the internal controls over financial reporting of Longview to Longview’s knowledge Yucaipa or (iii) fraud, whether or not material, that involves management or other employees of Longview Yucaipa who have a significant role in the internal controls over financial reporting of LongviewYucaipa.
(g) Section 6.09(g) of the Yucaipa Disclosure Schedules sets forth a list of all Indebtedness of Yucaipa as of the date of this Agreement.
Appears in 1 contract
Sources: Business Combination Agreement (Yucaipa Acquisition Corp)
Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of LongviewAcquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Longview Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Longview’s financial reporting and the preparation of Longview’s financial statements for external purposes in accordance with GAAP and (ii) Longview has established and maintained maintains disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) ). Such disclosure controls and procedures are designed to ensure that material information relating to Longview is made known to Longviewprovide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of the Acquiror’s financial statements for external purposes in accordance with GAAP, and the Acquiror’s principal executive officer and principal financial officer by others within Longviewhave disclosed, based on their most recent evaluation of such internal controls prior to the Original Agreement Date, to the Acquiror’s auditors and the audit committee of the Board of Directors of Acquiror (i) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect Acquiror’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.
(b) Longview has not taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act.
(c) Since its initial public offeringMarch 2, Longview 2021, Acquiror has complied in all material respects with all the applicable listing and corporate governance rules and regulations of the The New York Stock Exchange (“NYSE”). The classes of securities representing issued and outstanding Longview Acquiror Class A Common Stock Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and are is listed for trading on the NYSE. As of the date of this Agreement, there There is no Legal Proceeding pending or, to the knowledge of LongviewAcquiror, threatened against Longview Acquiror by the NYSE or the SEC with respect to any intention by such entity to deregister Longview the Acquiror Class A Common Stock Ordinary Shares or prohibit or terminate the listing of Longview Acquiror Class A Common Stock Ordinary Shares on the NYSE. Longview has not taken any action that is designed to terminate the registration of Longview Class A Common Stock under the Exchange Act.
(dc) The Longview Acquiror SEC Reports Filings contain true and complete copies of the applicable Longview audited balance sheet as of December 31, 2021, the statement of operations, cash flow and shareholders’ equity of Acquiror for the period from December 23, 2020 (inception) through December 31, 2021, together with the auditor’s reports thereon, the unaudited balance sheet as of March 31, 2022 and the unaudited statement of operations, cash flow and shareholders’ equity of Acquiror for the period from December 31, 2021 through March 31, 2022, together with the notes thereto (collectively, the “Acquiror Financial Statements”). The Longview Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Longview Acquiror, as at the respective dates thereof, and the results of its operations, stockholders’ equity operations and consolidated cash flows for the respective periods then ended (subject, in the case of any the unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (exceptexcept as may be indicated therein or in the notes thereto and, in the case of any audited the unaudited interim financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes or the inclusion of limited footnotes), and (iii) in the case of the audited Longview Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the applicable rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-Kthereof. The books and records of Acquiror have been, as applicable).
(e) Longview has established and maintains systems of internal accounting controls that are designed to providebeing, maintained in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements respects in accordance with GAAP and to maintain accountability for Longview’s any other applicable legal and its Subsidiaries’ assets. Longview maintains and, for all periods covered by the Longview Financial Statements, has maintained books and records of Longview in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Longview in all material respectsaccounting requirements.
(fd) Since its incorporationNeither Acquiror (including, Longview to the knowledge of Acquiror, any employee thereof) nor Acquiror’s independent auditors has not received any written complaint, allegation, assertion identified or claim that there is been made aware of (i) a “any significant deficiency” deficiency or material weakness in the system of internal accounting controls over financial reporting of Longview to Longview’s knowledge, utilized by Acquiror or (ii) a “material weakness” in the internal controls over financial reporting of Longview to Longview’s knowledge or (iii) any fraud, whether or not material, that involves Acquiror’s management or other employees of Longview who have a significant role in the preparation of financial statements or the internal accounting controls over financial reporting of Longviewutilized by Acquiror.
Appears in 1 contract
Sources: Business Combination Agreement (Freedom Acquisition I Corp.)