Parent SEC Reports Sample Clauses

Parent SEC Reports. Section 4.6(a) ............24

Parent SEC Reports. Except as disclosed in the PARENT Schedules, PARENT has filed all forms, statements, reports and documents required to be filed or, if permissible, furnished by it with the Commission since such reports were required. The PARENT SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of its filing date, each PARENT SEC Report complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be. There has not occurred any material adverse change, or any development constituting a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of PARENT since its latest report on Form 10-QSB. Neither the offer or sale of the PARENT Stock pursuant hereto nor the consummation of the transactions as contemplated by this Agreement give rise to any rights for or relating to the registration of shares of PARENT Common Stock or other securities of PARENT except as set forth on the PARENT Disclosure Schedule. PARENT is not required to prepare and deliver to its shareholders and file with the Commission any proxy, information statement or similar report in advance of the consummation of the transactions contemplated hereby, except for such reports as may need be filed in accordance with Form 8-K and Schedule 14F-1. In the event that PARENT is not current in filing all PARENT SEC Reports when due, or in the event that PARENT is no longer eligible to have its securities quoted on the Electronic Bulletin Board maintained by the Nasdaq Stock Market, Inc. on the Closing Date, TARGET may elect to terminate this Agreement.

Parent SEC Reports. Since August 1, 2014, Parent has filed or furnished (as applicable) all forms, reports, schedules, statements and other documents with the SEC that have been required to be filed or furnished by it under applicable Laws prior to the date hereof (all such forms, reports, schedules, statements and other documents, as amended and supplemented, and together with all exhibits and schedules thereto, the “Parent SEC Reports”). As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Parent SEC Report complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be (including, in each case, the rules and regulations promulgated thereunder), each as in effect on the date such Parent SEC Report was filed, and (b) each Parent SEC Report did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of Parent’s Subsidiaries is required to file or furnish (as applicable) any forms, reports or other documents with the SEC or any foreign Governmental Authority that performs a similar function to that of the SEC. No executive officer of Parent has failed to make the certifications required of him or her under Section 302 or Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Parent SEC Report, except as disclosed in certifications filed with the Parent SEC Reports. Neither Parent nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the Parent SEC Reports. As of the date hereof, none of the Parent SEC Reports is subject to outstanding SEC comment or, to Parent’s Knowledge, investigation.

Parent SEC Reports. Parent has filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Parent with the SEC under the Securities Exchange Act, since January 1, 2009. All such forms, reports and other documents (including those that Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Parent SEC Reports.” The Parent SEC Reports (i) were or will be filed on a timely basis, (ii) comply or will comply, in all material respects, with the applicable requirements of the Securities Exchange Act and the rules and regulations of the SEC thereunder, and (iii) did not, or will not at the time they were or are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Since the last date on which a Parent SEC Report was filed, there has been no material adverse change in the assets, liabilities, condition (financial or otherwise), operating results, business or prospects of Parent or in the ability of Parent to perform its obligations under this Agreement or that could materially impair or prohibit the consummation of the transactions contemplated by this Agreement.

Parent SEC Reports. Since January 1, 2017, Parent has filed or furnished all forms, reports and documents with the SEC that have been required to be filed or furnished by it pursuant to applicable Laws (collectively, together with all exhibit and schedules thereto and other information incorporated by reference therein, the “Parent SEC Reports”). Each Parent SEC Report complied, as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the NYSE, as the case may be, each as in effect on the date that such Parent SEC Report was filed or furnished. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each Parent SEC Report did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Parent SEC Reports. Parent has filed with the SEC, and has heretofore made available (provided that all documents filed by Parent electronically with the SEC and publicly available prior to the date hereof shall be deemed available) to Company true and complete copies of, each form, registration statement, report, schedule, proxy or information statement and other document (including exhibits and amendments thereto), including its Annual Reports to Stockholders incorporated by reference in certain of such reports (other than preliminary materials), required to be filed with the SEC since January 1, 2003 under the Securities Act or the Exchange Act (collectively, the “Parent SEC Reports”). As of their respective dates, such Parent SEC Reports (a) complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and (b) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Parent SEC Reports. As of the time filed with the SEC (or, if amended or superseded by a filing, then on the date of such filing) none of the registration statements, proxy statements, and other statements, reports, schedules, forms, exhibits and other documents required to be filed by Parent with the SEC ("Parent SEC Reports") contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Parent SEC Reports. Since January 1, 2022, Parent has timely filed or furnished all forms, reports and documents with the SEC that have been required to be filed or furnished by it pursuant to applicable Laws prior to the date hereof (the “Parent SEC Reports”). Each Parent SEC Report complied, as of its date of filing or furnishing, in all material respects, with the applicable requirements of the Securities Act, the Exchange Act and ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, each as in effect on the date that such Company SEC Report was filed or furnished. True, correct and complete copies of all Parent SEC Reports are publicly available on ▇▇▇▇▇. As of its date of filing or furnished (or, if amended or superseded by a document filed or furnished prior to the date hereof, on the date of the filing or furnishing of such amended or superseded document), each Parent SEC Report did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary of Parent is required to file any forms, reports or documents with the SEC.

Parent SEC Reports. Section 4.04(a) Parent Stock Plans........................................... Section 4.02(a) Parent Voting Proposal....................................... Section 6.05(b) Registration Statement....................................... Section 3.16 Rule 145..................................................... Section 6.10 SEC.......................................................... Section 3.03(c) Securities Act............................................... Section 3.03(c) Stockholder Stock Option Agreement........................... Preamble Subsidiary................................................... Section 3.01