Common use of Parent SEC Reports Clause in Contracts

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. Parent has filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Parent with the SEC each form, registration statement, report, schedule, proxy or information statement and other document (including exhibits and amendments thereto), filed with the SEC since November 8, 2002 under the Securities Act or the Exchange ActAct (collectively, 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 "). As of the respective dates such Parent SEC Reports (i) were filed or, if any such Parent SEC Reports were amended, as of the date such amendment was filed, each Parent SEC Report, including any financial statements or will be filed on a timely basisschedules included therein, (iia) comply or will comply, complied in all material respects, respects with the all applicable requirements of the Securities Exchange Act and the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder, and (iiib) 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 No event since the date of 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 occurred that would require Parent to perform its obligations under this Agreement or that could materially impair or prohibit file a Current Report on Form 8-K other than the consummation execution of the transactions contemplated by this Agreement.

Parent SEC Reports. Parent has filed and made available to Seller via ▇▇▇▇▇ the Company (i) Parent's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, (ii) proxy statements relating to Parent's meetings of shareholders and (iii) all formsother reports or registration statements, reports and other documents publicly each as amended or supplemented prior to the date hereof, filed by Parent with the SEC under the Securities Exchange Act, since January 1, 2009. All such forms1995 (items (i) through (iii), reports and other documents (as amended or supplemented as described above, including those that Parent may file after the date hereof and prior to the Closing Date) are all disclosures incorporated therein by reference, being referred to herein as the “"Parent SEC Reports.” The "). As of their respective dates, 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 January 1, 1995, Parent has timely filed all forms, reports and documents with the last date on SEC required to be filed by it pursuant to the federal securities laws and the SEC's rules and regulations thereunder, each of which a Parent SEC Report Reports complied as to form, at the time such form, report or document was filed, there has been no in all material adverse change in respects with 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 applicable requirements of the transactions contemplated by this AgreementSecurities Act and the Exchange Act and the applicable rules and regulations thereunder.

Parent SEC Reports. Parent has filed and made available to Seller via ▇▇▇▇▇ Opticon (i) Parent's Annual Reports on Form 10-KSB, including all formsexhibits filed thereto and items incorporated therein by reference, (ii) Parent's Quarterly Reports on Form 10-QSB, including all exhibits thereto and items incorporated therein by reference, (iii) proxy statements relating to Parent's meetings of stockholders and (iv) all other reports and other documents publicly or registration statements (as amended or supplemented prior to the date hereof), filed by Parent with the SEC under the Securities and Exchange Act, Commission ("SEC") since January 1, 2009. All such forms1996, reports including all exhibits thereto and other documents items incorporated therein by reference (including those that Parent may file after the date hereof and prior to the Closing Dateitems (i) are through (iv) being referred to herein as the “"Parent SEC Reports.” The "). As of their respective dates, 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 January 1, 1996, Parent has filed all material forms (and necessary amendments), reports and documents with the last date on SEC required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder, each of which a Parent SEC Report complied as to form, at the time such form, report or document was filed, there has been no in all material adverse change in respects with 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 applicable requirements of the transactions contemplated by this AgreementSecurities Act and the Exchange Act and the applicable rules and regulations thereunder.

Parent SEC Reports. (a) Parent has filed and made available to Seller via ▇▇▇▇▇ on a timely basis all forms, reports reports, registration statements and other documents publicly required to be filed by Parent it with the SEC under the Securities Exchange Act, since January 1, 2009. All such forms2010 (collectively, 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”). No subsidiary of Parent is or has been required to file any form, report, registration statement, or other document with the SEC. As used in this Section 5.8, the term “file” shall be broadly construed to include any manner in which a document or information is filed, furnished, transmitted, supplied, or otherwise made available to the SEC.” The (b) Each of the Parent SEC Reports (i) were or will be filed on a timely basisas of the date of the filing of such report, (ii) comply or will comply, complied in all material respects, respects with the applicable requirements of the Securities Act, the Exchange Act and Act, SOX, and, in each instance, the rules and regulations of the SEC promulgated thereunder, and (iiiii) as of its filing date (or, if amended or superseded by a subsequent filing prior to the date hereof, on the date of such filing) 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 made therein, in the light of the circumstances under which they were made, not misleading. Since . (c) Parent is and has been, in compliance in all material respects with (i) 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 applicable listing and corporate governance rules and regulations of the transactions contemplated by this AgreementNASDAQ Capital Market, and (ii) the applicable provisions of SOX.

Parent SEC Reports. Parent has filed and made available to Seller via ▇▇▇▇▇ Nova (i) Parent's Annual Reports on Form 10-KSB, including all formsexhibits filed thereto and items incorporated therein by reference, (ii) Parent's Quarterly Reports on Form 10-QSB, including all exhibits thereto and items incorporated therein by reference, (iii) proxy statements relating to Parent's meetings of stockholders and (iv) all other reports and other documents publicly or registration statements (as amended or supplemented prior to the date hereof), filed by Parent with the SEC under the Securities and Exchange Act, Commission ("SEC") since January 1, 2009. All such forms1996, reports including all exhibits thereto and other documents items incorporated therein by reference (including those that Parent may file after the date hereof and prior to the Closing Dateitems (i) are through (iv) being referred to herein as the “"Parent SEC Reports.” The "). As of their respective dates, 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 January 1, 1997, Parent has filed, on or before the last respective due date on therefor as such may have been extended by the SEC, all material forms (and necessary amendments), reports and documents with the SEC required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder, each of which a Parent SEC Report complied as to form, at the time such form, report or document was filed, there has been no in all material adverse change in respects with 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 applicable requirements of the transactions contemplated by this AgreementSecurities Act and the Exchange Act and the applicable rules and regulations thereunder.