SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “SEC Documents”). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 6 contracts
Sources: Common Stock Purchase Agreement (U.S. Helicopter CORP), Common Stock Purchase Agreement (U.S. Helicopter CORP), Common Stock Purchase Agreement (Samama Global Corp.)
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), since January 1, 2004, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “"SEC Documents”"). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, true and complete copies of the SEC Documents. As of their respective datesdates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective dates (except as they have been properly amended), the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of Except as listed in Schedule 3(f), the Company to the Buyer which is not included in has received no notices or correspondence from the SEC Documentssince January 1, including, without limitation, information referred to in this Agreement, contains 2003. The SEC has not commenced any untrue statement enforcement proceedings against the Company or any of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingits subsidiaries.
Appears in 6 contracts
Sources: Common Stock Purchase Agreement, Common Stock Purchase Agreement (Hepalife Technologies Inc), Common Stock Purchase Agreement (Hepalife Technologies Inc)
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), since January 1, 2007, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “"SEC Documents”"). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, true and complete copies of the SEC Documents. As of their respective datesdates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective dates (except as they have been properly amended), the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of Except as listed in Schedule 3(f), the Company to the Buyer which is not included in has received no notices or correspondence from the SEC Documentssince January 1, including, without limitation, information referred to in this Agreement, contains 2007. The SEC has not commenced any untrue statement enforcement proceedings against the Company or any of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingits subsidiaries.
Appears in 5 contracts
Sources: Common Stock Purchase Agreement (Hemispherx Biopharma Inc), Common Stock Purchase Agreement (uBid.com Holdings, Inc.), Common Stock Purchase Agreement (Dor Biopharma Inc)
SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC Company under of the Securities Exchange Act of 1934, as amended (and the “Exchange Act”, including pursuant to Section 13(a) and has filed a registration statement on Form SB-2 on April 22or 15(d) thereof, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of for the foregoing filed prior to twelve months preceding the date hereof (or amended after such shorter period as the date hereof and all Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter collectively referred to herein as the “SEC Documents”). The Company ) on a timely basis or has delivered received a valid extension of such time of filing and has filed any such SEC Documents prior to the Buyer or their representatives, or made available through the SEC Website, true and complete copies expiration of the SEC Documentsany such extension. As of their respective datesdates and to the Company’s knowledge, the financial statements of the Company disclosed in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting the requirements of the Securities Act and the published rules and regulations Exchange Act, as applicable. None of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, includingwhen filed, without limitation, information referred to in this Agreement, contains contained any untrue statement of a material fact or omits omitted to state any 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. The financial statements of the Company included in the SEC Documents comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. Except as set forth in the SEC Documents, the Company has received no notices or correspondence from the SEC for the one year preceding the date hereof. To the Company’s knowledge, the SEC has not commenced any enforcement proceedings against the Company.
Appears in 5 contracts
Sources: Purchase Agreement (Ocuphire Pharma, Inc.), Purchase Agreement (Onconova Therapeutics, Inc.), Purchase Agreement (Leap Therapeutics, Inc.)
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(k), during the two (2) years prior to the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “"SEC Documents”"). The Company has delivered to the Buyer Buyers or their representativesrespective representatives true, or made available through the SEC Website, true correct and complete copies of the SEC Documents not available on the ▇▇▇▇▇ system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances circumstance under which they are or were made, not misleading.
Appears in 5 contracts
Sources: Note Purchase Agreement (Alpha Energy Inc), Note Purchase Agreement (Alpha Energy Inc), Note Purchase Agreement (Alpha Energy Inc)
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), since January 1, 2013, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered As of their respective dates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the Buyer or their representativesSEC Documents, or made available through the SEC Website, true and complete copies none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by Except as disclosed in Schedule 3(f) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on behalf of ▇▇▇▇▇, to the Company’s knowledge, the Company to or any of its Subsidiaries are not presently the Buyer which is not included in subject of any inquiry, investigation or action by the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingSEC.
Appears in 4 contracts
Sources: Common Stock Purchase Agreement (Bacterin International Holdings, Inc.), Common Stock Purchase Agreement (Bacterin International Holdings, Inc.), Common Stock Purchase Agreement (Mobiquity Technologies, Inc.)
SEC Documents; Financial Statements. The Since January 1, 2000, the Company has filed all reports, schedules, forms, statements statements, and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange "1934 Act”") and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “"SEC Documents”"). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, to each Purchaser or its representative true and complete copies of the SEC Documents. The Company (i) is a "reporting issuer" as defined in Rule 902(1) of Regulation S and (ii) has a class of securities registered under Section 12(b) or 12(g) of the 1934 Act or is required to file reports pursuant to Section 15(d) of the 1934 Act, and has filed all the materials required to be filed as reports pursuant to the Exchange Act for the period the Company was required by law to file such material. As of their respective dates, the financial statements of the Company disclosed included in the SEC Documents (the “"Financial Statements”") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (ia) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (iib) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) andand present fairly, fairly present in all material respects respects, the financial position of the Company as of the dates thereof thereof, and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer Purchaser which is not included in the SEC Documents, including, without limitation, information referred to in Section 3(f) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances circumstance under which they are or were made, not misleading.
Appears in 4 contracts
Sources: Securities Exchange Agreement (Cambex Corp), Securities Exchange Agreement (Cambex Corp), Securities Exchange Agreement (Cambex Corp)
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), since January 1, 2006, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “"SEC Documents”"). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, true and complete copies of the SEC Documents. As of their respective datesdates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective dates (except as they have been properly amended), the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of Except as listed in Schedule 3(f), the Company to the Buyer which is not included in has received no notices or correspondence from the SEC Documentssince January 1, including, without limitation, information referred to in this Agreement, contains 2006. The SEC has not commenced any untrue statement enforcement proceedings against the Company or any of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingits subsidiaries.
Appears in 4 contracts
Sources: Common Stock Purchase Agreement (Celsius Holdings, Inc.), Common Stock Purchase Agreement (O2diesel Corp), Common Stock Purchase Agreement (E Digital Corp)
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), since January 1, 2005, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “"SEC Documents”"). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, true and complete copies of the SEC Documents. As of their respective datesdates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective dates (except as they have been properly amended), the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of Except as listed in Schedule 3(f), the Company to the Buyer which is not included in has received no notices or correspondence from the SEC Documentssince January 1, including, without limitation, information referred to in this Agreement, contains 2005. The SEC has not commenced any untrue statement enforcement proceedings against the Company or any of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingits subsidiaries.
Appears in 4 contracts
Sources: Common Stock Purchase Agreement (Neoprobe Corp), Common Stock Purchase Agreement (Dor Biopharma Inc), Common Stock Purchase Agreement (CepTor CORP)
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(k), during the two (2) years prior to the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered to the Buyer Buyers or their representativesrespective representatives true, or made available through the SEC Website, true correct and complete copies of the SEC Documents not available on the ▇▇▇▇▇ system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances circumstance under which they are or were made, not misleading.
Appears in 4 contracts
Sources: Securities Purchase Agreement (China Automotive Systems Inc), Securities Purchase Agreement (Amish Naturals, Inc.), Securities Purchase Agreement (Stinger Systems, Inc)
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), since September 30, 2018, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered As of their respective dates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the Buyer or their representativesSEC Documents, or made available through the SEC Website, true and complete copies none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by Except as disclosed in Schedule 3(f) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on behalf of ▇▇▇▇▇, to the Company’s knowledge, the Company to or any of its Subsidiaries are not on the Buyer which is not included in date hereof the SEC Documentssubject of any inquiry, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact investigation or omits to state any material fact necessary in order to make action by the statements therein, in the light of the circumstances under which they were made, not misleadingSEC.
Appears in 4 contracts
Sources: Common Stock Purchase Agreement (Marker Therapeutics, Inc.), Common Stock Purchase Agreement (Curis Inc), Common Stock Purchase Agreement (Miragen Therapeutics, Inc.)
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1933 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 or 1934 Act (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered As of their respective dates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1933 Act and 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the Buyer or their representativesSEC Documents, or made available through the SEC Website, true and complete copies none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by Except as disclosed in Schedule 3(f) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on behalf of ▇▇▇▇▇, to the Company’s knowledge, the Company to or any of its Subsidiaries are not presently the Buyer which is not included in subject of any inquiry, investigation or action by the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingSEC.
Appears in 4 contracts
Sources: Common Stock Purchase Agreement (Jaguar Health, Inc.), Common Stock Purchase Agreement (Jaguar Health, Inc.), Common Stock Purchase Agreement (iFresh Inc)
SEC Documents; Financial Statements. Each report delivered to the Purchaser is a true and complete copy of such document as filed by the Company with the Securities and Exchange Commission (the "SEC"). The Company has filed in a timely manner all reports, schedules, forms, statements and other documents that the Company was required to be filed by it file with the SEC, such documents, together with the exhibits thereto (the "SEC DOCUMENTS"), under of the Securities Exchange Act of 1934, as amended (the “Exchange Act”"EXCHANGE ACT") and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of during the foregoing filed prior to twelve calendar months preceding the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “SEC Documents”). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, true and complete copies of the SEC Documentshereof. As of their respective filing dates, all SEC Documents complied in all material respects with the requirements of the Exchange Act. None of the SEC Documents as of their respective dates contained any untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”"FINANCIAL STATEMENTS") complied as to form comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Such financial statements The Financial Statements have been prepared in accordance with generally accepted accounting principles, principles consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, applied and fairly present in all material respects the consolidated financial position of the Company as of and its subsidiaries, if any, at the dates thereof and the consolidated results of its their operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsnormal, recurring adjustments or to the extent that such unaudited statements do not include footnotes). No other information provided by or on behalf The Company has complied with all requirements under applicable securities laws to enable the Purchaser to use Rule 144 under the Securities Act for sales of the Company Common Stock, subject only to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingapplicable holding period therefor.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Global Resource CORP), Securities Purchase Agreement (Global Resource CORP), Securities Purchase Agreement (Global Resource CORP)
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), since June 30, 2018, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered As of their respective dates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the Buyer or their representativesSEC Documents, or made available through the SEC Website, true and complete copies none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by Except as disclosed in Schedule 3(f) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on behalf of ▇▇▇▇▇, to the Company’s knowledge, the Company to or any of its Subsidiaries are not on the Buyer which is not included in date hereof the SEC Documentssubject of any inquiry, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact investigation or omits to state any material fact necessary in order to make action by the statements therein, in the light of the circumstances under which they were made, not misleadingSEC.
Appears in 4 contracts
Sources: Common Stock Purchase Agreement (Salarius Pharmaceuticals, Inc.), Common Stock Purchase Agreement (Entasis Therapeutics Holdings Inc.), Common Stock Purchase Agreement (Tracon Pharmaceuticals, Inc.)
SEC Documents; Financial Statements. The During the two years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after prior to the date hereof of the Closing, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered to the Buyer Buyers or their representativesrespective representatives true, or made available through the SEC Website, true correct and complete copies of the SEC Documents not available on the ▇▇▇▇▇ system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances circumstance under which they are or were made, not misleading.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Jmar Technologies Inc), Securities Purchase Agreement (Jmar Technologies Inc), Securities Purchase Agreement (Jmar Technologies Inc)
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(k), during the two (2) years prior to the date hereof, the Company has filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits and appendices included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered or has made available to the Buyer Buyers or their representativesrespective representatives true, or made available through the SEC Website, true correct and complete copies of each of the SEC Documents not available on the ▇▇▇▇▇ system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise. No other information provided by or on behalf of the Company to any of the Buyer Buyers which is not included in the SEC Documents, Documents (including, without limitation, information referred to in Section 2(e) of this Agreement or in the disclosure schedules to this Agreement, ) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not misleadingbeen informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Auddia Inc.), Securities Purchase Agreement (Auddia Inc.), Securities Purchase Agreement (Auddia Inc.)
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(k), since October 7, 2005, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered to the Buyer Buyers or their representativesrespective representatives true, or made available through the SEC Website, true correct and complete copies of the SEC Documents not available on the ▇▇▇▇▇ system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances circumstance under which they are or were made, made and not misleading.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Apollo Resources International Inc), Securities Purchase Agreement (Earth Biofuels Inc), Securities Purchase Agreement (Earth Biofuels Inc)
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), since January 1, 2005, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered As of their respective dates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the Buyer or their representativesSEC Documents, or made available through the SEC Website, true and complete copies none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of Except as listed in Schedule 3(f), the Company to the Buyer which is not included in has received no notices or correspondence from the SEC Documentssince January 1, including, without limitation, information referred to in this Agreement, contains 2005. The SEC has not commenced any untrue statement enforcement proceedings against the Company or any of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingits subsidiaries.
Appears in 3 contracts
Sources: Common Stock Purchase Agreement (Aksys LTD), Common Stock Purchase Agreement (MultiCell Technologies, Inc.), Common Stock Purchase Agreement (MultiCell Technologies, Inc.)
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), since June 30, 2016, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered As of their respective dates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the Buyer or their representativesSEC Documents, or made available through the SEC Website, true and complete copies none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by Except as disclosed in Schedule 3(f) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on behalf of ▇▇▇▇▇, to the Company’s knowledge, the Company to or any of its Subsidiaries are not presently the Buyer which is not included in subject of any inquiry, investigation or action by the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingSEC.
Appears in 3 contracts
Sources: Common Stock Purchase Agreement (Parkervision Inc), Common Stock Purchase Agreement (Valeritas Holdings Inc.), Common Stock Purchase Agreement (Cancer Genetics, Inc)
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), since January 1, 2004, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “"SEC Documents”"). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, true and complete copies of the SEC Documents. As of their respective datesdates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective dates (except as they have been properly amended), the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of Except as listed in Schedule 3(f), the Company to the Buyer which is not included in has received no notices or correspondence from the SEC Documentssince January 1, including, without limitation, information referred to in this Agreement, contains 2004. The SEC has not commenced any untrue statement enforcement proceedings against the Company or any of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingits subsidiaries.
Appears in 3 contracts
Sources: Common Stock Purchase Agreement (Glycogenesys Inc), Common Stock Purchase Agreement (Golden Phoenix Minerals Inc /Mn/), Common Stock Purchase Agreement (Golden Phoenix Minerals Inc /Mn/)
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), since January 1, 2006,, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “"SEC Documents”"). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, true and complete copies of the SEC Documents. As of their respective datesdates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective dates (except as they have been properly amended), the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of Except as listed in Schedule 3(f), the Company to the Buyer which is not included in has received no notices or correspondence from the SEC Documentssince January 1, including, without limitation, information referred to in this Agreement, contains 2006. The SEC has not commenced any untrue statement enforcement proceedings against the Company or any of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingits subsidiaries.
Appears in 3 contracts
Sources: Common Stock Purchase Agreement (Aethlon Medical Inc), Common Stock Purchase Agreement (Aethlon Medical Inc), Common Stock Purchase Agreement (Aethlon Medical Inc)
SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC Company under of the Securities Exchange Act of 1934, as amended (and the “Exchange Act”, including pursuant to Section 13(a) and has filed a registration statement on Form SB-2 on April 22or 15(d) thereof, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of for the foregoing filed prior to twelve months preceding the date hereof (or amended after such shorter period as the date hereof and all Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter collectively referred to herein as the “SEC Documents”). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting the requirements of the Securities Act and the published rules and regulations Exchange Act, as applicable. None of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, includingwhen filed, without limitation, information referred to in this Agreement, contains contained any untrue statement of a material fact or omits omitted to state any 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. The financial statements of the Company included in the SEC Documents comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. The SEC has not commenced any enforcement proceedings against the Company or any of its Subsidiaries.
Appears in 3 contracts
Sources: Purchase Agreement (Tonix Pharmaceuticals Holding Corp.), Purchase Agreement (Tonix Pharmaceuticals Holding Corp.), Purchase Agreement (Tonix Pharmaceuticals Holding Corp.)
SEC Documents; Financial Statements. The (a) Since June 24, 1999, (i) the Company has filed all reports, schedules, forms, statements reports and other documents with the Commission (including all exhibits thereto) required under the Securities Act or the Exchange Act or the rules and regulations promulgated thereunder (collectively, the "SEC Documents"), each of which complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act as in effect on the dates so filed and (ii) no event of which the Company has knowledge has occurred which the Company reasonably believes requires the filing of a Form 8-K with the Commission and which has not been filed. None of the SEC Documents (as of their respective filing dates) contained any untrue statement of a material fact or omitted to state a material fact required to be filed by it with stated therein or necessary in order to make the SEC under statements made therein, in light of the Securities Exchange Act of 1934circumstances under which they were made, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “SEC Documents”)not misleading. The Company has delivered to the Buyer or their representatives, or heretofore made available through to each of the SEC Website, true and complete Purchasers copies of the SEC Documents. As each of their respective dates, the financial statements of the Company disclosed in the SEC Documents (other than exhibits or schedules to the “Financial Statements”SEC Documents).
(b) complied The financial statements contained in the SEC Documents: (i) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect Commission applicable thereto. Such financial statements have been ; (ii) were prepared in accordance with generally accepted accounting principles, consistently applied, during GAAP applied on a consistent basis throughout the periods involved (covered, except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or to such financial statements and (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) andas permitted by Form 10-Q of the Commission, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments (which will not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect); and (iii) fairly present in all material respects the consolidated financial position of the Company as of the respective dates thereof and the consolidated results of its operations and cash flows of the Company for the periods then ended covered thereby.
(subject, in the case of unaudited statements, to normal year-end audit adjustments). c) No other information provided by representation or on behalf warranty of the Company contained in any document, certificate or written statement furnished or made available to the Buyer which is not included Purchasers by or at the direction of the Company for use in connection with the SEC Documents, including, without limitation, information referred to in transactions contemplated by this Agreement, Agreement contains any untrue statement of a material fact or omits to state any material fact (known to the Company, in the case of information not furnished by them) necessary in order to make the statements therein, contained herein or therein not misleading in the light of the circumstances under in which they the same were made. There are no facts known to the Company (other than matters of a nature affecting the general economy) that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and that have not misleadingbeen disclosed in the SEC Documents, this Agreement or in such other documents, certificates and statements furnished to the Purchasers for use in connection with the transactions contemplated by this Agreement.
Appears in 3 contracts
Sources: Purchase Agreement (Us Search Corp Com), Purchase Agreement (Us Search Corp Com), Purchase Agreement (Us Search Corp Com)
SEC Documents; Financial Statements. The During the two (2) years prior to the date hereof, the Company has timely filed (allowing for any lawful extensions) all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits and appendices included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered or has made available to the Buyer Buyers or their representativesrespective representatives true, or made available through the SEC Website, true correct and complete copies of each of the SEC Documents not available on the E▇▇▇▇ system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise. No other information provided by or on behalf of the Company to any of the Buyer Buyers which is not included in the SEC Documents, Documents (including, without limitation, information referred to in Section 2(e) of this Agreement or in the disclosure schedules to this Agreement, ) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not misleadingbeen informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Vinco Ventures, Inc.), Securities Purchase Agreement (Vinco Ventures, Inc.), Securities Purchase Agreement (Vinco Ventures, Inc.)
SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents SEC Documents required to be filed by it with under the SEC under Securities Laws, including pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) , and for the twelve months preceding the date hereof, such SEC Documents have filed on a timely basis or the Company has received a valid extension of such time of filing and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed any such SEC Documents prior to the date hereof expiration of any such extension. Except as may have been corrected or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference thereinsupplemented in a subsequent SEC Document, being hereinafter referred to as the “SEC Documents”). The Company has delivered to the Buyer or of their representativesrespective dates, or made available through the SEC WebsiteDocuments complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder, true and complete copies none of the SEC Documents, when filed, 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 light of the circumstances under which they were made, not misleading. As of their respective datesExcept as may have been corrected or supplemented in a subsequent SEC Document, the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect at the time of filing. Such financial statements Except as may have been corrected or supplemented in a subsequent SEC Document, the Financial Statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (“GAAP”), except (i) as may be otherwise indicated specified in such Financial Statements or the notes thereto, or (ii) or, in the case of unaudited interim financial statements, to as permitted by Item 310(b) of Regulation S-B promulgated under the extent they may exclude footnotes or may be condensed or summary statements) andSecurities Act and the Exchange Act, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, year-end audit adjustments)adjustments and the lack of footnotes. No other information provided by or on behalf The Company has not received any letters of comment from the Staff of the Company to the Buyer SEC which is have not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light been satisfactorily resolved as of the circumstances under which they were made, not misleadingdate hereof.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Blackhawk Fund), Stock Purchase Agreement (Angel Acquisition Corp.), Stock Purchase Agreement (Blackhawk Fund)
SEC Documents; Financial Statements. The Except as set forth on Schedule 3(k), during the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits and appendices included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered or has made available to the Buyer Buyers or their representativesrespective representatives true, or made available through the SEC Website, true correct and complete copies of each of the SEC Documents not available on the E▇▇▇▇ system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise. No other information provided by or on behalf of the Company to any of the Buyer Buyers which is not included in the SEC Documents, Documents (including, without limitation, information referred to in Section 2(e) of this Agreement or in the disclosure schedules to this Agreement, ) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not misleadingbeen informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.
Appears in 3 contracts
Sources: Securities Purchase Agreement (SHF Holdings, Inc.), Purchase Agreement (Greenwave Technology Solutions, Inc.), Securities Purchase Agreement (BitNile Metaverse, Inc.)
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), since March 31, 2017, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered As of their respective dates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the Buyer or their representativesSEC Documents, or made available through the SEC Website, true and complete copies none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by Except as disclosed in Schedule 3(f) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on behalf of ▇▇▇▇▇, to the Company’s knowledge, the Company to or any of its Subsidiaries are not presently the Buyer which is not included in subject of any inquiry, investigation or action by the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingSEC.
Appears in 3 contracts
Sources: Common Stock Purchase Agreement (Remark Holdings, Inc.), Common Stock Purchase Agreement (Valeritas Holdings Inc.), Common Stock Purchase Agreement (MYnd Analytics, Inc.)
SEC Documents; Financial Statements. Parent has made available to the Company a true and complete copy of each statement, report, registration statement (with the prospectus in the form filed pursuant to Rule 424(b) of the Securities Act), definitive proxy statement, and other documents filed with the SEC by Parent as filed by Parent since January 1, 2001, and, prior to the Effective Time, Parent will have furnished or made available to Company true and complete copies of any additional documents filed with the SEC by Parent prior to the Effective Time (collectively, the "Parent SEC Documents"). The Company acknowledges and agrees that all Parent SE Documents are available through the ▇▇▇▇▇ system. Parent has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC. All documents required to be filed as exhibits to the Parent SEC under Documents have been so filed, and all material contracts so filed as exhibits are in full force and effect, except those that have expired in accordance with their terms, and Parent is not in default thereunder. As of their respective filing dates, the Parent SEC Documents complied in all respects with the requirements of the Securities Exchange Act of 1934, as amended ("the “"Exchange Act”") and has filed a registration statement on Form SB-2 on April 22the Securities Act, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all none of the foregoing filed prior Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the date hereof or amended after the date hereof and all exhibits included therein and extent corrected by a subsequently filed Parent SEC Document. The financial statements of Parent, including the notes thereto, included in the Parent SEC Documents (the "Parent Financial Statements") were complete and schedules thereto and documents incorporated by reference therein, being hereinafter referred to correct in all material respects as the “SEC Documents”). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Such financial statements thereto as of their respective dates, and have been prepared in accordance with generally accepted accounting principles, consistently applied, during GAAP applied on a basis consistent throughout the periods involved indicated and consistent with each other (except (i) as may be otherwise indicated in such Financial Statements or the notes theretothereto or, or (ii) in the case of unaudited interim statementsstatements included in Quarterly Reports on Form 10-Q, to as permitted by Form 10-Q of the extent they may exclude footnotes or may be condensed or summary statements) and, SEC). The Parent Financial Statements fairly present in all material respects the consolidated financial position condition and operating results of the Company as of Parent and its subsidiaries at the dates thereof and the results of its operations and cash flows for during the periods then ended indicated therein (subject, in the case of unaudited statements, to normal normal, recurring year-end audit adjustments). No other information provided by On or on behalf of the Company prior to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in date of this Agreement, contains any untrue statement Parent shall obtain not less than $150,000 in additional financing. Within 90 days from the date of a material fact or omits to state any material fact necessary this Agreement, Parent shall obtain not less than an additional $1.5 million in order to make the statements therein, additional financing. Such additional funding shall be disclosed in the light of the circumstances under which they were made, not misleadingappropriate SEC Documents.
Appears in 3 contracts
Sources: Merger Agreement (Parentech Inc), Merger Agreement (Parentech Inc), Agreement and Plan of Merger and Reorganization (Parentech Inc)
SEC Documents; Financial Statements. The Since the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under Securities and Exchange Commission (“SEC”) pursuant to the reporting requirements of the Securities and Exchange Act of 1934, as amended 1934 (the “Exchange 1934 Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “"SEC Documents”DOCUMENTS"). The Company has delivered to the Buyer Holder or their its representatives, or made available they have had access through the SEC Website▇▇▇▇▇, to true and complete copies of the SEC Documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Buyer Holder which is not included in the SEC Documents, including, without limitation, information referred to in Section 3(d) of this Subscription Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances circumstance under which they are or were made, not misleading.
Appears in 3 contracts
Sources: Subscription Agreement (Virtra Systems Inc), Subscription Agreement (Hyperdynamics Corp), Subscription Agreement (Hyperdynamics Corp)
SEC Documents; Financial Statements. The Since December 31, 2000, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1933 Act of 1934, as amended (and the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 1934 Act (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “"SEC Documents”DOCUMENTS"). The Company has delivered to the Buyer Investor or their its representatives, or made available they have had access through the SEC Website▇▇▇▇▇, true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting the requirements of the 1933 Act and the published 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with respect theretothe SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 3 contracts
Sources: Investment Agreement (American Oriental Bioengineering Inc), Investment Agreement (American Oriental Bioengineering Inc), Investment Agreement (American Oriental Bioengineering Inc)
SEC Documents; Financial Statements. The Company (a) Clearwire has filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated in those documents) with the SEC required to be filed by it Clearwire in connection with the SEC under of the Securities Exchange Act of 1934, as amended and since its initial public offering (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “SEC Documents”). The Company has delivered SEC Documents include, without limitation, the final prospectus filed by Clearwire under Rule 424(b)(4) on March 8, 2007 (SEC File Number 333-139460), the Annual Report on Form 10-K filed by Clearwire on March 13, 2008, the Quarterly Reports on Form 10-Q filed by Clearwire on May 15, 2007, August 9, 2007 and November 14, 2007, the Current Reports on Form 8-K filed by Clearwire and all of its other statements, schedules and registration statements filed with the SEC.
(b) As of the dates of the respective filings, the SEC Documents complied as to form with the requirements of the Securities Act and the Exchange Act applicable to such SEC Documents, as the case may be.
(c) Except to the Buyer extent that information contained in any SEC Document has been revised, amended, supplemented or their representativessuperseded by a later-filed SEC Document, or made available through the SEC Website, true and complete copies none of the SEC Documents. As Documents contains any untrue statement of their respective dates, the financial statements of the Company disclosed a material fact or omits to state any material fact required to be stated in the SEC Documents or necessary in order to make the statements in the SEC Documents, in light of the circumstances under which they were made, not misleading.
(d) Each of the “Financial Statements”Statements (including the related notes) of Clearwire included in the SEC Documents complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been , was prepared in accordance with generally accepted accounting principlesprinciples in the United States (“GAAP”) (except, consistently appliedin the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present presented in all material respects the consolidated financial position of the Company Clearwire and its consolidated Subsidiaries as of the dates thereof of the SEC Documents and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided Since December 31, 2007, Clearwire has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or on behalf of the Company to the Buyer which is not included policy or applicable Law.
(e) Except as disclosed in the SEC DocumentsDocuments filed by Clearwire and publicly available before the Execution Date, includingneither Clearwire nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, without limitationabsolute, contingent, determined, determinable or otherwise) that (i) as of the Execution Date, would have been required to be included on a consolidated balance sheet (or the footnotes thereto) of Clearwire prepared in accordance with GAAP or (ii) individually or in the aggregate have had or would reasonably be expected to result in a Clearwire Material Adverse Effect.
(f) Clearwire has furnished or made available to Sprint and the Investors a complete and correct copy of any amendments or modifications that have not yet been filed with the SEC to agreements, documents or other instruments that previously had been filed by Clearwire with the SEC as exhibits to the SEC Documents under the Securities Act and the rules and regulations promulgated under the Securities Act or the Exchange Act.
(g) Clearwire has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act) designed to ensure that material information referred relating to Clearwire, including its consolidated Subsidiaries, is made known to Clearwire’s principal executive officer and its principal financial officer by others within those entities. To the Knowledge of Clearwire, such disclosure controls and procedures are effective in timely alerting Clearwire’s principal executive officer and principal financial officer to material information required to be included in Clearwire’s periodic reports required under the Exchange Act.
(h) Clearwire and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that are sufficient to provide reasonable assurance regarding the reliability of Clearwire’s financial reporting and the preparation of the Financial Statements of Clearwire for external purposes in accordance with GAAP. Clearwire has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to Clearwire’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect Clearwire’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. Clearwire has made available to Sprint and the Investors a summary of any such disclosure made by management to Clearwire’s auditors and audit committee.
(i) There are no outstanding loans or other extensions of credit made by Clearwire or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Clearwire. Clearwire has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.
(j) As of the date of this Agreement, contains there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the SEC Documents. To the Knowledge of Clearwire, none of the SEC Documents is subject to ongoing review or outstanding SEC comment or investigation.
(k) Since January 1, 2007, (i) neither Clearwire nor any untrue statement of its Subsidiaries nor, to the Knowledge of Clearwire, any director, officer, employee, auditor, accountant or representative of Clearwire or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Clearwire or any of its Subsidiaries or their respective internal accounting controls, which asserts that Clearwire or any of its Subsidiaries has engaged in questionable accounting or auditing practices and (ii) no attorney representing Clearwire or any of its Subsidiaries, whether or not employed by Clearwire or any of its Subsidiaries, has reported evidence of a material fact violation of securities Laws, breach of fiduciary duty or omits similar violation by Clearwire or any of its officers, directors, employees or agents to state Clearwire’s Board of Directors or any material fact necessary in order committee thereof or to make any director or officer of Clearwire.
(l) No Subsidiary of Clearwire has a class of securities required to be registered under the statements therein, in the light of the circumstances under which they were made, not misleadingExchange Act.
Appears in 3 contracts
Sources: Transaction Agreement and Plan of Merger, Transaction Agreement and Plan of Merger (Sprint Nextel Corp), Transaction Agreement and Plan of Merger (New Clearwire CORP)
SEC Documents; Financial Statements. The Company has filed all delivered or has made available to Subscriber or their respective representatives true, correct and complete copies of each of the reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits and appendices included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”)) not available on the ▇▇▇▇▇ system. The Company has delivered As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the Buyer or their representativesSEC Documents, or made available through the SEC Website, true and complete copies none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company disclosed and SPAC included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company and SPAC as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise. No other information provided by or on behalf of the Company to the Buyer Subscriber which is not included in the SEC Documents, Documents (including, without limitation, information referred to in Section 3(g) of this Subscription Agreement or in the disclosure schedules to this Subscription Agreement, ) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances circumstance under which they are or were made. The Company and SPAC are not currently contemplating to amend or restate any of the financial statements (including, not misleadingwithout limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (with respect to each of the Company and SPAC, the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. Neither the Company nor SPAC has been informed by its independent accountants that they recommend that the Company or SPAC amend or restate any of the Financial Statements or that there is any need for the Company or SPAC to amend or restate any of the Financial Statements.
Appears in 3 contracts
Sources: Subscription Agreement (Qt Imaging Holdings, Inc.), Subscription Agreement (GigCapital5, Inc.), Subscription Agreement (GigCapital5, Inc.)
SEC Documents; Financial Statements. The Since November 30, 1999, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein, being hereinafter referred to herein as the “"SEC Documents”"). The Company has delivered to the Buyer or their representativesInvestor, or made available through the SEC WebsiteInvestor has had access to, true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 light of the circumstances under which they were made, not misleading. As of their respective dates, the consolidated financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) Except as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included disclosed in the SEC Documents, includingsince November 30, without limitation1999, information referred to in this Agreement, contains any untrue statement of a there has been no material fact or omits to state any material fact necessary in order to make the statements therein, adverse change in the light assets, liabilities, business, properties, operations, financial condition, or operations of the circumstances under which they were made, not misleadingCompany on a consolidated basis.
Appears in 3 contracts
Sources: Stock Purchase Agreement (TTR Technologies Inc), Stock Purchase Agreement (TTR Inc), Stock Purchase Agreement (Macrovision Corp)
SEC Documents; Financial Statements. The During the two (2) years prior to the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered to the Buyer Buyers or their representativesrespective representatives true, or made available through the SEC Website, true correct and complete copies of the SEC Documents not available on the ▇▇▇▇▇ system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances circumstance under which they are or were made, not misleading.
Appears in 3 contracts
Sources: Securities Purchase Agreement (I Many Inc), Securities Purchase Agreement (Modtech Holdings Inc), Securities Purchase Agreement (I Many Inc)
SEC Documents; Financial Statements. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Rules and Regulations. As of their filing date, none of the SEC Documents contained any untrue statement of a material fact or omitted to state any 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, except to the extent corrected by a document subsequently filed with the Commission. The Company has filed SEC Documents constitute all reports, schedulesregistration statements, formsproxy statement and other filings required to be made by the Company pursuant to the Securities Act and the Exchange Act subsequent to December 1, statements 1997. All material contracts and other documents of the Company required to be filed by it with as exhibits to the SEC under of the Securities Exchange Act of 1934, Documents have been filed as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “SEC Documents”)required. The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed Company, together with the related notes thereto, included in the SEC Documents (the “Financial Statements”) complied comply as to form in all material respects with applicable accounting requirements the Rules and the published rules and regulations of the SEC with respect thereto. Such financial statements Regulations, have been prepared in accordance conformity with generally accepted accounting principles, principles consistently applied, during the periods involved applied (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the Company's financial position of the Company as of at the dates thereof and the Company's results of its operations operations, changes in stockholders' equity and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material in amount or significance). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 3 contracts
Sources: Common Stock Purchase Agreement (Bolder Technologies Corp), Common Stock Purchase Agreement (Bolder Technologies Corp), Common Stock Purchase Agreement (Bolder Technologies Corp)
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), since June 30, 2015, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered As of their respective dates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the Buyer or their representativesSEC Documents, or made available through the SEC Website, true and complete copies none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by Except as disclosed in Schedule 3(f) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on behalf of E▇▇▇▇, to the Company’s knowledge, the Company to or any of its Subsidiaries are not presently the Buyer which is not included in subject of any inquiry, investigation or action by the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingSEC.
Appears in 3 contracts
Sources: Common Stock Purchase Agreement (MYnd Analytics, Inc.), Common Stock Purchase Agreement (Viking Therapeutics, Inc.), Common Stock Purchase Agreement (Ritter Pharmaceuticals Inc)
SEC Documents; Financial Statements. The During the two years up to and including the date hereof, the Company has filed all reports, schedules, forms, statements statements, and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements statements, notes, and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered to the Buyer Holder or their representativesits respective representatives true, or made available through the SEC Websitecorrect, true and complete copies of each of the SEC Documents not available on the ▇▇▇▇▇ system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer Holder which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances circumstance under which they are or were made, not misleading.
Appears in 3 contracts
Sources: Exchange Agreement (Smith & Wesson Holding Corp), Exchange Agreement (Smith & Wesson Holding Corp), Exchange Agreement (Smith & Wesson Holding Corp)
SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under Securities and Exchange Commission (“SEC”) pursuant to the reporting requirements of the Securities and Exchange Act of 1934, as amended 1934 (the “Exchange 1934 Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after since the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “"SEC Documents”DOCUMENTS"). The Company has delivered to the Buyer Holder or their its representatives, or made available they have had access through the SEC Website▇▇▇▇▇, to true and complete copies of the SEC Documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, and are not misleading. As of their respective dates, the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Buyer Holder which is not included in the SEC Documents, including, without limitation, information referred to in Section 3(d) of this Subscription Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances circumstance under which they are or were made, and are not misleading.
Appears in 3 contracts
Sources: Subscription Agreement (Eagle Broadband Inc), Subscription Agreement (Execute Sports Inc), Subscription Agreement (Eagle Broadband Inc)
SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and or other documents required to be filed by it the Company with the SEC under of since January 1, 1999 (collectively, the Securities Exchange Act of 1934, "Company SEC Documents"). All documents required to be filed as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior exhibits to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “Company SEC Documents”). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, true and complete copies of the SEC DocumentsDocuments have been so filed. As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the "Securities Act"), as the case may be, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed Company SEC Document. The financial statements of Company, including the notes thereto, included in the Company disclosed in the SEC Documents (the “"Company Financial Statements”") (i) fairly present the consolidated financial condition and the related consolidated statements of operations, of stockholder's equity, and of cash flows of Company and the Company Subsidiaries at the dates and during the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments); (ii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Such financial statements thereto as of their respective dates; and (iii) have been prepared in accordance with generally accepted accounting principles, consistently applied, during principles ("GAAP") applied on a basis consistent throughout the periods involved indicated and consistent with each other (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subjector, in the case of unaudited statementsstatements included in Quarterly Reports on Form 10-Q, to normal yearas permitted by Form 10-end audit adjustments). No other information provided by or on behalf Q and Regulations S-K and S-X of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingSEC.
Appears in 3 contracts
Sources: Merger Agreement (Best Buy Co Inc), Merger Agreement (Musicland Stores Corp), Merger Agreement (Best Buy Co Inc)
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), since September 30, 2015, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered As of their respective dates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the Buyer or their representativesSEC Documents, or made available through the SEC Website, true and complete copies none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by Except as disclosed in Schedule 3(f) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on behalf of ▇▇▇▇▇, to the Company’s knowledge, the Company to or any of its Subsidiaries are not presently the Buyer which is not included in subject of any inquiry, investigation or action by the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingSEC.
Appears in 3 contracts
Sources: Common Stock Purchase Agreement (Capnia, Inc.), Common Stock Purchase Agreement (Biovie Inc.), Common Stock Purchase Agreement (Cerulean Pharma Inc.)
SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with During the SEC under of the Securities Exchange Act of 1934, as amended two (the “Exchange Act”2) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed years prior to the date hereof or amended after hereof, the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “SEC Documents”). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, true and complete copies of the timely filed all appropriate SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC (solely to the extent any information contained in such SEC Documents has not been amended, modified, supplemented, corrected, rescinded or otherwise withdrawn in subsequent material filed by the Company with the SEC), 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. As of their respective filing dates, the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (ia) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, ; or (iib) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company adjustments and to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the extent that such unaudited statements therein, in the light of the circumstances under which they were made, not misleadingexclude footnotes).
Appears in 2 contracts
Sources: Subscription Agreement (Cheniere Energy Inc), Subscription Agreement (Cheniere Energy Inc)
SEC Documents; Financial Statements. The Since November 3, 1999, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under Securities and Exchange Commission (the "SEC") pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “"SEC Documents”"). The Company has delivered As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the Buyer or their representativesSEC Documents, or made available through the SEC Website, true and complete copies none of the SEC Documents, at the time they were filed with the SEC, 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 light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company disclosed (the "Financial Statements") included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements The Financial Statements have been prepared in accordance with generally accepted accounting principlesGAAP, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer Purchasers which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances circumstance under which they are or were made, not misleading.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Tickets Com Inc), Stock Purchase Agreement (Tickets Com Inc)
SEC Documents; Financial Statements. The Since 1999 -------------------------------------- the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “"SEC Documents”"). The Company has delivered to the Buyer Investor or their its representatives, or made available through the SEC WebsiteSEC's website at http://www.sec.gov, true and complete copies of the comple▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇e SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the “"Financial Statements”") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company Forefront to the Buyer Investor, which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Sources: Equity Line of Credit Agreement (Forefront Inc), Equity Line of Credit Agreement (Forefront Inc)
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), since January 1, 2013, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered As of their respective dates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the Buyer or their representativesSEC Documents, or made available through the SEC Website, true and complete copies none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by Except as disclosed in Schedule 3(f) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on behalf of E▇▇▇▇, to the Company’s knowledge, the Company to or any of its Subsidiaries are not presently the Buyer which is not included in subject of any inquiry, investigation or action by the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingSEC.
Appears in 2 contracts
Sources: Common Stock Purchase Agreement (iBio, Inc.), Common Stock Purchase Agreement (Liquidmetal Technologies Inc)
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), since March 31, 2019, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered As of their respective dates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the Buyer or their representativesSEC Documents, or made available through the SEC Website, true and complete copies none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by Except as disclosed in Schedule 3(f) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on behalf of ▇▇▇▇▇, to the Company’s knowledge, the Company to or any of its Subsidiaries are not on the Buyer which is not included in date hereof the SEC Documentssubject of any inquiry, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact investigation or omits to state any material fact necessary in order to make action by the statements therein, in the light of the circumstances under which they were made, not misleadingSEC.
Appears in 2 contracts
Sources: Common Stock Purchase Agreement (Novan, Inc.), Common Stock Purchase Agreement (Novan, Inc.)
SEC Documents; Financial Statements. The Since January 1, 1996, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”"1934 ACT") and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “"SEC Documents”DOCUMENTS"). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, its representative true and complete copies of the SEC Documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances circumstance under which they are or were made, not misleading.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Telular Corp), Securities Purchase Agreement (Telular Corp)
SEC Documents; Financial Statements. The Company has ------------------------------------ filed all reports, schedules, forms, statements and other documents required to be filed by it the Company with the SEC under since January 1, 1998 (the "Company SEC ----------- Documents"). As of its respective date, each Company SEC Document complied in --------- all material respects with the requirements of the Securities Exchange Act or the Securities Act of 19341933, as amended (the “Exchange "Securities Act”) and has filed a registration statement on Form SB-2 on April 22, 2005"), as amended on June 27the case may be, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “SEC Documents”). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements -------------- and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principlespromulgated thereunder applicable to such Company SEC Document, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is did not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains contain any untrue statement of a material fact or omits omit to state any 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. The consolidated balance sheets as of January 2, 1999, January 3, 1998, and December 28, 1997, and the related consolidated statements of income, stockholders' equity and cash flows for each of the three fiscal years in the period ended January 2, 1999 (including the related notes and schedules thereto) of the Company contained in the Forms 10-K for the fiscal years ended January 2, 1999, January 3, 1998, and December 28, 1997 included in the Company SEC Documents present fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates or for the periods presented therein in conformity with United States generally accepted accounting principles ("GAAP") applied on a consistent basis ---- during the periods involved except as otherwise noted therein, including the related notes. The consolidated balance sheets and the related statements of income and cash flows (including in each case the related notes thereto) of the Company contained in the Forms 10-Q that are Company SEC Documents have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X, which do not require all the information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. The Forms 10-Q that are Company SEC Documents reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly in all material respects the consolidated financial position, results of operations and cash flows of the Company for all periods presented. None of the Company Subsidiaries is, or has at any time since January 1, 1998 been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Tj International Inc), Agreement and Plan of Merger (Weyerhaeuser Co)
SEC Documents; Financial Statements. The During the two years up to and including the date hereof, the Company has filed all reports, schedules, forms, statements statements, and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements statements, notes, and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered to the Buyer Holder or their representativesits respective representatives true, or made available through the SEC Websitecorrect, true and complete copies of each of the SEC Documents not available on the ▇▇▇▇▇ system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer Holder which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(g) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances circumstance under which they are or were made, not misleading.
Appears in 2 contracts
Sources: Exchange Agreement (Smith & Wesson Holding Corp), Exchange Agreement (Smith & Wesson Holding Corp)
SEC Documents; Financial Statements. The Company has filed all reportsOn or prior to the Closing Date, schedulesRFG will have made available to Purchaser, formsor such shall be available on the Securities and Exchange Commission’s (“SEC”) ▇▇▇▇▇ database, statements a true and complete copy of each statement, report, registration statement, definitive proxy statement, and other documents required to be filings filed by it with the SEC by RFG prior to the Closing Date (collectively, the “SEC Documents”). RFG is current in its reporting requirements under of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “SEC Documents”). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed SEC Document. The financial statements of RFG, including the Company disclosed notes thereto, included in the SEC Documents (the “Financial Statements”) were complete and correct in all material respects as of their respective dates, complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Such financial statements thereto as of their respective dates, and have been prepared in accordance with generally accepted accounting principles, consistently applied, during principles applied on a basis consistent throughout the periods involved indicated and consistent with each other (except (i) as may be otherwise indicated in such Financial Statements or the notes theretothereto or, or (ii) in the case of unaudited interim statementsstatements included in Quarterly Reports on Form 10-Q, to as permitted by Form 10-Q of the extent they may exclude footnotes or may be condensed or summary statements) and, SEC). The Financial Statements fairly present in all material respects the financial position condition and operating results of the Company as of RFG at the dates thereof and the results of its operations and cash flows for during the periods then ended indicated therein (subject, in the case of unaudited statements, to normal normal, recurring year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Sources: Acquisition Agreement (Granite Investor Group, Inc.), Acquisition Agreement (RFG Acquisition II Inc.)
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), since January 1, 2008, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “"SEC Documents”"). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, true and complete copies of the SEC Documents. As of their respective datesdates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective dates (except as they have been properly amended), the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of Except as listed in Schedule 3(f), the Company to the Buyer which is not included in has received no notices or correspondence from the SEC Documentssince January 1, including, without limitation, information referred to in this Agreement, contains 2008. The SEC has not commenced any untrue statement enforcement proceedings against the Company or any of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingits subsidiaries.
Appears in 2 contracts
Sources: Common Stock Purchase Agreement (Spectrascience Inc), Common Stock Purchase Agreement (Competitive Technologies Inc)
SEC Documents; Financial Statements. The Except as disclosed on Schedule 3(k), during the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits and appendices included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered or has made available to the Buyer Buyers or their representativesrespective representatives true, or made available through the SEC Website, true correct and complete copies of each of the SEC Documents not available on the ▇▇▇▇▇ system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise. No other information provided by or on behalf of the Company to any of the Buyer Buyers which is not included in the SEC Documents, Documents (including, without limitation, information referred to in Section 2(e) of this Agreement or in the disclosure schedules to this Agreement, ) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not misleadingbeen informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.
Appears in 2 contracts
Sources: Securities Purchase Agreement (NewGenIvf Group LTD), Securities Purchase Agreement (NewGenIvf Group LTD)
SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it the Company with the SEC under of the Securities Exchange Act of 1934, as amended (and the “Exchange Act”, including pursuant to Section 13(a) and has filed a registration statement on Form SB-2 on April 22or 15(d) thereof, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of for the foregoing filed prior to twelve months preceding the date hereof (or amended after such shorter period as the date hereof and all Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter collectively referred to herein as the “SEC Documents”). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting the requirements of the Securities Act and the published rules and regulations Exchange Act, as applicable. None of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, includingwhen filed, without limitation, information referred to in this Agreement, contains contained any untrue statement of a material fact or omits omitted to state any 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. The financial statements of the Company included in the SEC Documents comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. Except as set forth in the SEC Documents, the Company has received no notices or correspondence from the SEC for the one year preceding the date hereof. The SEC has not commenced any enforcement proceedings against the Company.
Appears in 2 contracts
Sources: Purchase Agreement (Amesite Inc.), Purchase Agreement (American Bio Medica Corp)
SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required Common Stock of Guardian is registered pursuant to be filed by it with the SEC under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and . RJL has filed a registration statement had the opportunity to obtain on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “SEC Documents”). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, RJL's behalf true and complete copies of the SEC DocumentsDocuments (except for exhibits and incorporated documents). Guardian has not provided to RJL any information which, according to applicable law, rule or regulation, should have been disclosed publicly by Guardian but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of their respective dates, all of Guardian's reports, statements and other filings with the Commission (the "SEC Documents") complied in all material respects with the requirements of the Act or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents 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 light of the circumstances under which they were made, not misleading. The financial statements of the Company disclosed Guardian included in the SEC Documents (the “Financial Statements”) complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Guardian Technologies International Inc), Agreement and Plan of Reorganization (Guardian Technologies International Inc)
SEC Documents; Financial Statements. The Company Except as disclosed herein, the Buyer has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange "1934 Act”") and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “"SEC Documents”"). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, true and complete copies of the SEC Documents. As of their respective datesdates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective dates (except as they have been properly amended), the financial statements of the Company disclosed Buyer included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company Buyer as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Infe Human Resources Inc), Asset Purchase Agreement (Infe Human Resources Inc)
SEC Documents; Financial Statements. The Since March 31, 2000, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under Securities Exchange Commission (the "SEC") pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange "1934 Act”") and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “"SEC Documents”"). The Company has delivered filed all of the SEC Documents with the SEC through ▇▇▇▇▇. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the Buyer or their representativesSEC Documents, or made available through the SEC Website, true and complete copies none of the SEC Documents, at the time they were filed with the SEC, 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 light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Sources: Redemption and Exchange Agreement (8x8 Inc /De/), Redemption and Exchange Agreement (8x8 Inc /De/)
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), since March 31, 2018, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered As of their respective dates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the Buyer or their representativesSEC Documents, or made available through the SEC Website, true and complete copies none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by Except as disclosed in Schedule 3(f) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on behalf of E▇▇▇▇, to the Company’s knowledge, the Company to or any of its Subsidiaries are not on the Buyer which is not included in date hereof the SEC Documentssubject of any inquiry, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact investigation or omits to state any material fact necessary in order to make action by the statements therein, in the light of the circumstances under which they were made, not misleadingSEC.
Appears in 2 contracts
Sources: Common Stock Purchase Agreement (Ritter Pharmaceuticals Inc), Common Stock Purchase Agreement (Ritter Pharmaceuticals Inc)
SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC Company under of the Securities Act and the Exchange Act of 1934Act, as amended including pursuant to Section 13(a) or 15(d) thereof, since February 12, 2019 (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22foregoing materials, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of including the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter collectively referred to herein as the “SEC Documents”). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting the requirements of the Securities Act and the published rules and regulations Exchange Act, as applicable. None of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, includingwhen filed, without limitation, information referred to in this Agreement, contains contained any untrue statement of a material fact or omits omitted to state any 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. The financial statements of the Company included in the SEC Documents comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. Except as set forth on Schedule 4(f), the Company has received no notices or correspondence from the SEC for the one year preceding the date hereof. The SEC has not commenced any enforcement proceedings against the Company or any of its Subsidiaries.
Appears in 2 contracts
Sources: Purchase Agreement (IMAC Holdings, Inc.), Purchase Agreement (IMAC Holdings, Inc.)
SEC Documents; Financial Statements. The During the twelve (12) calendar months prior to the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange Act on a timely basis or has received a valid extension of 1934, as amended (the “Exchange Act”) such time of filing and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed any such SEC Documents prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “SEC Documents”). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, true and complete copies expiration of the SEC Documentsany such extension. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective filing dates, the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Sources: Common Stock and Common Warrant Subscription Agreement (Canoo Inc.), Common Stock and Common Warrant Subscription Agreement (Aquila Tony)
SEC Documents; Financial Statements. The As of the Effective Time, the Company has filed met all reports, schedules, forms, statements and other documents required to be filed by it with the SEC of its filing requirements of periodic reports under Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange 1934 Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or amended after the date hereof not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements statements, notes and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Upon request by the Holder, the Company has delivered or has made available to the Buyer Holder or their representativesits representatives true, or made available through the SEC Website, true correct and complete copies of each of the SEC Documents not available on the E▇▇▇▇ system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to the Buyer Holder which is not included in the SEC Documents, Documents (including, without limitation, information referred in the disclosure schedules to in this Agreement, ) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not misleadingbeen informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.
Appears in 2 contracts
Sources: Exchange Agreement (NextPlay Technologies Inc.), Exchange Agreement (Toughbuilt Industries, Inc)
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), since March 31, 2021, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered As of their respective dates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the Buyer or their representativesSEC Documents, or made available through the SEC Website, true and complete copies none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by Except as disclosed in Schedule 3(f) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on behalf of ▇▇▇▇▇, to the Company’s knowledge, the Company to or any of its Subsidiaries are not presently the Buyer which is not included in subject of any inquiry, investigation or action by the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingSEC.
Appears in 2 contracts
Sources: Common Stock Purchase Agreement (Athersys, Inc / New), Common Stock Purchase Agreement (Athersys, Inc / New)
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), since January 1, 2007, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “"SEC Documents”"). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, true and complete copies of the SEC Documents. As of their respective datesdates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective dates (except as they have been properly amended), the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of Except as listed in Schedule 3(f), the Company to the Buyer which is not included in has received no notices or correspondence from the SEC Documentssince October 1, including, without limitation, information referred to in this Agreement, contains 2007. The SEC has not commenced any untrue statement enforcement proceedings against the Company or any of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingits subsidiaries.
Appears in 2 contracts
Sources: Common Stock Purchase Agreement (Neogenomics Inc), Common Stock Purchase Agreement (Neogenomics Inc)
SEC Documents; Financial Statements. The Company Cypress has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under since January 1, 2000, pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “SEC Documents”). The Company has delivered As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Buyer or their representativesSEC Documents, or made available through the SEC Website, true and complete copies none of the SEC Documents, at the time they were filed with the SEC, 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 light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company disclosed Cypress included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company Cypress as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Sources: Equity Investment Agreement, Equity Investment Agreement (Cypress Bioscience Inc)
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), since January 1, 2007, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered As of their respective dates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the Buyer or their representativesSEC Documents, or made available through the SEC Website, true and complete copies none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of Except as listed in Schedule 3(f), the Company to the Buyer which is not included in has received no notices or correspondence from the SEC Documentssince January 1, including, without limitation, information referred to in this Agreement, contains 2007. The SEC has not commenced any untrue statement enforcement proceedings against the Company or any of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingits subsidiaries.
Appears in 2 contracts
Sources: Common Stock Purchase Agreement (Calypte Biomedical Corp), Common Stock Purchase Agreement (Geovax Labs, Inc.)
SEC Documents; Financial Statements. (a) The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “SEC Documents”). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, true and complete copies of the SEC Documents. As of their its respective datesdate, the each Company SEC Document, including, without limitation, any financial statements or schedules included therein, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later filed Filed Company SEC Document or Company press release, none of the Company disclosed in the SEC Documents filed since December 31, 2002 contains any untrue statement of a material fact or omits to state any 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.
(the “b) The Financial Statements”) Statements complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been , were prepared in accordance with generally accepted accounting principlesGAAP (except as may be indicated in the notes to such Financial Statements and, consistently appliedin the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in and fairly presented the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Sources: Merger Agreement (I Stat Corporation /De/), Merger Agreement (I Stat Corporation /De/)
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), since June 30, 2019, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered As of their respective dates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the Buyer or their representativesSEC Documents, or made available through the SEC Website, true and complete copies none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by Except as disclosed in Schedule 3(f) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on behalf of ▇▇▇▇▇, to the Company’s knowledge, the Company to or any of its Subsidiaries are not on the Buyer which is not included in date hereof the SEC Documentssubject of any inquiry, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact investigation or omits to state any material fact necessary in order to make action by the statements therein, in the light of the circumstances under which they were made, not misleadingSEC.
Appears in 2 contracts
Sources: Common Stock Purchase Agreement (X4 Pharmaceuticals, Inc), Common Stock Purchase Agreement (aTYR PHARMA INC)
SEC Documents; Financial Statements. The Except as disclosed on Schedule 3(k), during the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “"SEC Documents”"). The Company has delivered to the Buyer Buyers or their representativesrespective representatives true, or made available through the SEC Website, true correct and complete copies of each of the SEC Documents not available on the ▇▇▇▇▇ system that have been requested by each Buyer. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Sources: Securities Purchase Agreement (TXCO Resources Inc), Securities Purchase Agreement (TXCO Resources Inc)
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), since June 30, 2014, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered As of their respective dates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the Buyer or their representativesSEC Documents, or made available through the SEC Website, true and complete copies none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by Except as disclosed in Schedule 3(f) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on behalf of ▇▇▇▇▇, to the Company’s knowledge, the Company to or any of its Subsidiaries are not presently the Buyer which is not included in subject of any inquiry, investigation or action by the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingSEC.
Appears in 2 contracts
Sources: Common Stock Purchase Agreement (Metabolix, Inc.), Common Stock Purchase Agreement (LIGHTBRIDGE Corp)
SEC Documents; Financial Statements. The During the two (2) years prior to the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “"SEC Documents”DOCUMENTS"). The Company has delivered to the Buyer Buyers or their representatives, or made available through the SEC Website, true and complete respective representatives copies of the SEC Documents filed by the Company during such period not available on the EDGAR system. As of their respective dates, the SEC Documents, as they ▇▇▇ have been subsequently amended by filings made by the Company with the SEC prior to the date hereof, complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principlesprinciples in the United States, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingended.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Mitel Networks Corp), Securities Purchase Agreement (Mitel Networks Corp)
SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC Company under of the Securities Exchange Act of 1934, as amended (and the “Exchange Act”, including pursuant to Section 13(a) and has filed a registration statement on Form SB-2 on April 22or 15(d) thereof, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of for the foregoing filed prior to 24 months preceding the date hereof (or amended after such shorter period as the date hereof and all Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter collectively referred to herein as the “SEC Documents”). The Company ) on a timely basis or has delivered received a valid extension of such time of filing and has filed any such SEC Documents prior to the Buyer or their representatives, or made available through the SEC Website, true and complete copies expiration of the SEC Documentsany such extension. As of their respective datesdates and to the Company’s knowledge, the financial statements of the Company disclosed in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting the requirements of the Securities Act and the published rules and regulations Exchange Act, as applicable. None of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, includingwhen filed, without limitation, information referred to in this Agreement, contains contained any untrue statement of a material fact or omits omitted to state any 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. The financial statements of the Company included in the SEC Documents comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. Except as set forth in the SEC Documents, the Company has received no notices or correspondence from the SEC for the one year preceding the date hereof. The SEC has not commenced any enforcement proceedings against the Company or any of its Subsidiaries.
Appears in 2 contracts
Sources: Purchase Agreement (Anavex Life Sciences Corp.), Purchase Agreement (Anavex Life Sciences Corp.)
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), since September 30, 2016, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered As of their respective dates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the Buyer or their representativesSEC Documents, or made available through the SEC Website, true and complete copies none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by Except as disclosed in Schedule 3(f) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on behalf of ▇▇▇▇▇, to the Company’s knowledge, the Company to or any of its Subsidiaries are not presently the Buyer which is not included in subject of any inquiry, investigation or action by the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingSEC.
Appears in 2 contracts
Sources: Common Stock Purchase Agreement (Athersys, Inc / New), Common Stock Purchase Agreement (Ipass Inc)
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), since March 31, 2015, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered As of their respective dates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the Buyer or their representativesSEC Documents, or made available through the SEC Website, true and complete copies none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by Except as disclosed in Schedule 3(f) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on behalf of ▇▇▇▇▇, to the Company’s knowledge, the Company to or any of its Subsidiaries are not presently the Buyer which is not included in subject of any inquiry, investigation or action by the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingSEC.
Appears in 2 contracts
Sources: Common Stock Purchase Agreement (Apricus Biosciences, Inc.), Common Stock Purchase Agreement (Jaguar Animal Health, Inc.)
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), since January 1, 2004, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered As of their respective dates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the Buyer or their representativesSEC Documents, or made available through the SEC Website, true and complete copies none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of Except as listed in Schedule 3(f), the Company to the Buyer which is not included in has received no notices or correspondence from the SEC Documentssince June 30, including, without limitation, information referred to in this Agreement, contains 2004. The SEC has not commenced any untrue statement enforcement proceedings against the Company or any of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingits subsidiaries.
Appears in 2 contracts
Sources: Securities Subscription Agreement (Insignia Solutions PLC), Securities Subscription Agreement (Insignia Solutions PLC)
SEC Documents; Financial Statements. The Since January 1, 2003, the Company has as well as its majority owned Subsidiaries have filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange 1934 Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered to the Buyer Purchaser or their representatives, or made available through the SEC Website, its representatives true and complete copies of any SEC Documents that were not filed electronically via ▇▇▇▇▇. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Star Scientific Inc), Securities Purchase Agreement (Star Scientific Inc)
SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents reports required to be filed by it with the SEC under of the Securities Act and the Exchange Act of 1934Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, and the Company's Registration Statement, File No. 333-123481, as amended (the “Exchange Act”"Recent Registration Statement"), being collectively referred to herein as the "SEC Documents") on a timely basis or has received a valid extension of such time of filing and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed any such SEC Documents prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “SEC Documents”). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, true and complete copies expiration of the SEC Documentsany such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Documents, when filed, 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 light of the circumstances under which they were made, not misleading. The financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect theretothereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved ("GAAP"), except (i) as may be otherwise indicated specified in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, immaterial, year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Centurion Gold Holdings Inc), Securities Purchase Agreement (Centurion Gold Holdings Inc)
SEC Documents; Financial Statements. The Since 1999 -------------------------------------- the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “"SEC Documents”"). The Company has delivered to the Buyer Investor or their its representatives, or made available through the SEC WebsiteSEC's website at http://www.sec.gov, true and complete copies of the comple▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇e SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the “"Financial Statements”") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer Investor, which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Sources: Equity Line of Credit Agreement (Forefront Inc), Equity Line of Credit Agreement (Forefront Inc)
SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “SEC Documents”). The Company has delivered to the Buyer or their representatives, each Debtholder or made available through the SEC Website, SEC’s ▇▇▇▇▇ database true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and, and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Sources: Debt Exchange Agreement (Lithium Technology Corp), Debt Exchange Agreement (Lithium Technology Corp)
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), since November 7, 2012, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered As of their respective dates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the Buyer or their representativesSEC Documents, or made available through the SEC Website, true and complete copies none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by Except for routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on behalf of E▇▇▇▇, to the Company’s knowledge, the Company to or any of its Subsidiaries are not presently the Buyer which is not included in subject of any inquiry, investigation or action by the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingSEC.
Appears in 2 contracts
Sources: Common Stock Purchase Agreement (Atossa Genetics Inc), Common Stock Purchase Agreement (Atossa Genetics Inc)
SEC Documents; Financial Statements. The Company has made available to Purchaser each statement, report, registration statement (with each prospectus in the form filed all reportspursuant to Rule 424(b) of the Securities Act of 1933, schedulesas amended (the "SECURITIES ACT")), formsdefinitive proxy statement, statements and other documents required to be filing filed by it with the Securities and Exchange Commission ("SEC") by the Company since December 31, 1998 (collectively, the "COMPANY SEC under DOCUMENTS"). In addition, the Company has made available to Purchaser all exhibits to the Company SEC Documents filed prior to the date hereof. As of their respective filing dates, the Company SEC Documents were filed on a timely basis and complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”"EXCHANGE ACT") and has filed a registration statement on Form SB-2 on April 22the Securities Act, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all none of the foregoing filed prior Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading except to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated extent corrected by reference therein, being hereinafter referred to as the “a subsequently filed Company SEC Documents”)Document. The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed Company, including the notes thereto, included in the Company SEC Documents (the “Financial Statements”"COMPANY FINANCIAL STATEMENTS")
(i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with the published regulations of the SEC and in accordance with generally accepted accounting principles, consistently applied, during the periods involved principles ("GAAP") (except (i) to the extent as may be otherwise indicated in such the notes thereto and with respect to interim Company Financial Statements or included in Quarterly Reports on Form 10-QSB (promulgated under the notes theretoExchange Act), or as required by Form 10-QSB) and (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the respective dates thereof and the results of its operations and cash flows for the periods then ended indicated (subjectincluding, in the case of any unaudited interim financial statements, to reasonable estimates of normal and recurring year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Sources: Securities Purchase Agreement (I2 Technologies Inc), Securities Purchase Agreement (Vialink Co)
SEC Documents; Financial Statements. The Since October 31, 2006, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered to As of their respective dates (except as they have been correctly amended), the Buyer or their representatives, or made available through documents filed with the SEC Website, true complied in all material respects with the requirements of the 1934 Act and complete copies the rules and regulations of the SEC Documentspromulgated thereunder applicable to the documents filed with the SEC, and none of the documents filed with the SEC, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company disclosed included in the documents filed with the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Kma Global Solutions International Inc), Securities Purchase Agreement (Kma Global Solutions International Inc)
SEC Documents; Financial Statements. The Company has filed all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934since January 1, as amended 1996 (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “"SEC Documents”"). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, true and complete copies of the SEC Documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents at the time they were filed 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 light of the circumstances under which they were made, not misleading. The financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with generally accepted accounting principlesprinciples ("GAAP") (except, consistently appliedin the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects presented the financial position of the Company and its consolidated subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments and the absence of footnotes). No other information provided by Except as set forth in the Filed SEC Documents (as defined in Section 4.07) or as incurred in the ordinary course of business consistent with past practice since the date of the most recent financial statements included in the Filed SEC Documents, neither the Company nor any of its subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required under GAAP to be set forth on behalf a consolidated balance sheet of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of and its subsidiaries taken as a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingwhole.
Appears in 2 contracts
Sources: Merger Agreement (Circon Corp), Merger Agreement (Maxxim Medical Inc)
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), since September 30, 2012, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered As of their respective dates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the Buyer or their representativesSEC Documents, or made available through the SEC Website, true and complete copies none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by Except as disclosed in Schedule 3(f) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on behalf of ▇▇▇▇▇, to the Company’s knowledge, the Company to or any of its Subsidiaries are not presently the Buyer which is not included in subject of any inquiry, investigation or action by the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingSEC.
Appears in 2 contracts
Sources: Common Stock Purchase Agreement (Cellceutix CORP), Common Stock Purchase Agreement (Athersys, Inc / New)
SEC Documents; Financial Statements. The During the two (2) years prior to the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered to the Buyer Buyers or their representativesrespective representatives true, or made available through the SEC Website, true correct and complete copies of the SEC Documents not available on the ▇▇▇▇▇ system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances circumstance under which they are or were made, not misleading. The provisions of this Section 3(k) are qualified in their entirety by the disclosure set forth on Schedule 3(k).
Appears in 2 contracts
Sources: Securities Purchase Agreement (Allied Defense Group Inc), Securities Purchase Agreement (Allied Defense Group Inc)
SEC Documents; Financial Statements. The Since December 31, 2003, the Company has timely filed (within applicable extension periods) all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange Act all of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 which are listed in Section 3 hereof (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, each Purchaser true and complete copies of the SEC Documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings made prior to the date hereof). As of their respective dates, the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC applicable with respect thereto. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principlesprinciples (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and, and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal immaterial year-end audit adjustments). No other information provided by or on behalf Except as set forth in the financial statements of the Company to the Buyer which is not included in the SEC DocumentsDocuments filed prior to the date hereof, includingthe Company has no liabilities, without limitationcontingent or otherwise, information other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in such financial statements, which liabilities and obligations referred to in this Agreementclauses (i) and (ii), contains any untrue statement of a material fact individually or omits to state any material fact necessary in order to make the statements therein, in the light aggregate, are not material to the financial condition or operating results of the circumstances under which they were made, not misleadingCompany.
Appears in 2 contracts
Sources: Subscription Agreement (Vendingdata Corp), Subscription Agreement (Vendingdata Corp)
SEC Documents; Financial Statements. The Since the effectiveness of the Company's Registration Statement on the Form SB-2, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered to the Buyer Buyers or their representativesrespective representatives true, or made available through the SEC Website, true correct and complete copies of the SEC DocumentsDocuments not available on the ▇▇▇▇▇ system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective filing dates, the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this AgreementAgreement or in any disclosure schedules, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances circumstance under which they are or were made, not misleading.
Appears in 2 contracts
Sources: Series a Convertible Preferred Stock Purchase Agreement (EnterConnect Inc), Securities Purchase Agreement (EnterConnect Inc)
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), since January 1, 1998, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”"1934 ACT") and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “"SEC DOCUMENTS"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents”). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, true and complete copies none of the SEC Documents, at the time they were filed with the SEC (except as they may have been correctly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
SEC Documents; Financial Statements. The Company has filed ----------------------------------- in a timely manner all required reports, schedulesproxy statements, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the "SEC") since January 1, 1996 (collectively, the "SEC under Documents"). Each of the SEC Documents, as of its respective date complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “"Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005"), as amended on June 27the case may be, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all the rules and regulations of the foregoing SEC promulgated thereunder applicable to such SEC Documents, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document filed and publicly available prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference thereinof this Agreement, being hereinafter referred to as the “SEC Documents”). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, true and complete copies none of the SEC DocumentsDocuments 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 light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company disclosed and its consolidated subsidiaries included in the SEC Documents (the “Financial Statements”) complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end recurring audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), since August 27, 2009, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered As of their respective dates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the Buyer or their representativesSEC Documents, or made available through the SEC Website, true and complete copies none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of Except as listed in Schedule 3(f), the Company to the Buyer which is not included in has received no notices or correspondence from the SEC Documentssince August 27, including, without limitation, information referred to in this Agreement, contains 2009. The SEC has not commenced any untrue statement enforcement proceedings against the Company or any of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingits subsidiaries.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (GreenChek Technology Inc.)
SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “"SEC Documents”"). The Company has delivered to the Buyer Investors or their its representatives, or made available through the SEC WebsiteSEC's website at http://www.sec.gov, true and complete copies an▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ of the SEC Documents. As of their respective dates, all of the financial statements of the Company disclosed in the SEC Documents (the “"Financial Statements”") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer Investors which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), since June 30, 2014, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered As of their respective dates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the Buyer or their representativesSEC Documents, or made available through the SEC Website, true and complete copies none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by Except as disclosed in Schedule 3(f) or on behalf routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements, the Company to or any of its subsidiaries are not presently the Buyer which is not included in subject of any inquiry, investigation or action by the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingSEC.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Caladrius Biosciences, Inc.)
SEC Documents; Financial Statements. The Since March 31, 2000, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “"SEC Documents”"). The Company has delivered to the Buyer Investor or their its representatives, or made available through the SEC WebsiteSEC's website at http://▇▇▇.▇▇▇.▇▇▇, true ▇▇ue and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the “"Financial Statements”") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer Investor which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Sources: Equity Line of Credit Agreement (Advanced Viral Research Corp)
SEC Documents; Financial Statements. The (a) Since June 24, 1999, (i) the Company has filed all reports, schedules, forms, statements reports and other documents with the Commission (including all exhibits thereto) required under the Securities Act or the Exchange Act or the rules and regulations promulgated thereunder (collectively, the "SEC Documents"), each of which complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act as in effect on the dates so filed and (ii) no event of which the Company has knowledge has occurred which the Company reasonably believes requires the filing of a Form 8-K with the Commission and which has not been filed. None of the SEC Documents (as of their respective filing dates) contained any untrue statement of a material fact or omitted to state a material fact required to be filed by it with stated therein or necessary in order to make the SEC under statements made therein, in light of the Securities Exchange Act of 1934circumstances under which they were made, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “SEC Documents”)not misleading. The Company has delivered heretofore made available to the Buyer or their representatives, or made available through the SEC Website, true and complete Purchasers copies of each of the SEC Documents (other than exhibits or schedules to the SEC Documents. As of their respective dates, the ).
(b) The financial statements of the Company disclosed contained in the SEC Documents (the “Financial Statements”i) complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect Commission applicable thereto. Such financial statements have been ; (ii) were prepared in accordance with generally accepted accounting principles, consistently applied, during GAAP applied on a consistent basis throughout the periods involved (covered, except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or to such financial statements and (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) andas permitted by Form 10-Q of the Commission, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments (which will not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect); and (iii) fairly present in all material respects the consolidated financial position of the Company as of the respective dates thereof and the consolidated results of its operations and cash flows of the Company for the periods then ended covered thereby.
(subjectc) The unaudited financial statements dated as of September 30, 2000, which have been furnished to the Purchaser: (i) were prepared in accordance with GAAP applied on a consistent basis with prior periods, except as indicated in the case of unaudited statementsnotes, if any, to such financial statements (which are subject to normal and recurring year-end audit adjustmentsadjustments (which will not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect). No other information provided by or on behalf ) and (ii) fairly present the consolidated financial position of the Company and its Subsidiary as of the date thereof and the consolidated results of operations of the Company and its Subsidiary for the period covered therein.
(d) No representation or warranty of the Company contained in any document, certificate or written statement furnished or made available to the Buyer which is not included Purchasers by or at the direction of the Company for use in connection with the SEC Documents, including, without limitation, information referred to in transactions contemplated by this Agreement, contains any untrue statement of a material fact or omits to state any material fact (known to the Company, in the case of information not furnished by them) necessary in order to make the statements therein, contained herein or therein not misleading in the light of the circumstances under in which they the same were made. There are no facts known to the Company (other than matters of a nature affecting the general economy) that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and that have not misleadingbeen disclosed in the SEC Documents, this Agreement or in such other documents, certificates and statements furnished to the Purchasers for use in connection with the transactions contemplated by this Agreement.
(e) As of December 31, 2000, the Company had no assets or liabilities that would have been required to reflect in consolidated financial statements of the Company prepared in accordance with GAAP, including notes thereto, that are not reflected in the financial statements contained in the SEC Documents.
Appears in 1 contract
Sources: Preferred Stock Exchange and Purchase Agreement (Us Search Corp Com)
SEC Documents; Financial Statements. The Since April 30, 1996, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”"1934 ACT") and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “"SEC Documents”DOCUMENTS"). The Company has agreed to delivered to the Buyer or their representatives, or made available through the SEC Website, its representative true and complete copies of the SEC Documents upon request. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, applied during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are or were made, not misleading. The Company has not provided and will not provide to any Buyer any material non-public information which, according to applicable law, rule or regulation should have been disclosed publicly by the Company but which has not been so disclosed as of the date hereof.
Appears in 1 contract
Sources: Securities Purchase Agreement (Datatec Systems Inc)
SEC Documents; Financial Statements. The Common Stock of the Company is registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and, since June 25, 2013, the Company has timely filed (or has received a valid extension of such time of filing and has filed any such Reports prior to the expiration of any such extension) all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents including filings incorporated by reference therein, therein being hereinafter referred to herein as the “SEC Documents”)) other than the Form 10-Q for the quarter ended September 30, 2014. The Company has delivered to At the Buyer or times of their representativesrespective filings, or made available through the SEC Website, true Reports complied in all material respects with the requirements of the 1934 Act and complete copies the rules and regulations of the SEC Documentspromulgated thereunder. The Reports did not, and do 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. As of their respective dates, the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements Regulation S-X and the all other published rules and regulations of the SEC with respect theretoSEC. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and), and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Sources: Securities Exchange Agreement (Electronic Cigarettes International Group, Ltd.)
SEC Documents; Financial Statements. The Except as set forth on Schedule 4.06 hereto, the Company has timely (in accordance with the Exchange Act) filed with the SEC all reports, schedulesstatements, forms, statements forms and other documents required to be filed by it under the Securities Act or the Exchange Act since January 1, 2000 (as such may have been amended, the "SEC Documents"). Except as set forth on Schedule 4.06, as of their respective filing dates (or, if amended, as of the date of the amendment) (a) the SEC Documents comply in all material respects with the SEC under requirements of the Securities Act or the Exchange Act of 1934Act, as amended (the “Exchange Act”) case may be, and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 the applicable rules and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “SEC Documents”). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, true and complete copies regulations of the SEC Documents. As promulgated thereunder and (b) none of their respective datesthe SEC Documents 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 light of the circumstances under which they were made, not misleading The financial statements of the Company disclosed (as such statements may have been amended or restated) included in the SEC Documents (the “Financial Statements”i) complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been , (ii) were prepared in accordance with generally accepted accounting principlesGAAP except, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to as permitted by Forms 8-K and 1O-Q of the extent they may exclude footnotes or may be condensed or summary statementsSEC, applied on a consistent basis during the periods involved, except as indicated in the notes thereto and (iii) andfairly present, fairly present in all material respects respects, the consolidated financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended covered thereby (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included Except (x) as set forth in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.Filed SEC
Appears in 1 contract
Sources: Merger Agreement (Stephan Co)
SEC Documents; Financial Statements. The Since January 1, 2000, the Company has filed all reports, schedules, forms, statements statements, and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange "1934 Act”") and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “"SEC Documents”"). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, to each Purchaser or its representative true and complete copies of the SEC Documents. The Company (i) is a "reporting issuer" as defined in Rule 902(1) of Regulation S and (ii) has a class of securities registered under Section 12(b) or 12(g) of the 1934 Act or is required to file reports pursuant to Section 15(d) of the 1934 Act, and has filed all the materials required to be filed as reports pursuant to the Exchange Act for the period the Company was required by law to file such material. As of their respective dates, the financial statements of the Company disclosed included in the SEC Documents (the “"Financial Statements”") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (ia) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (iib) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) andand present fairly, fairly present in all material respects respects, the financial position of the Company as of the dates thereof thereof, and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer Purchaser which is not included in the SEC Documents, including, without limitation, information referred to in Section 3E of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances circumstance under which they are or were made, not misleading.
Appears in 1 contract
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), since January 1, 2004, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “"SEC Documents”"). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, true and complete copies of the SEC Documents. As of their respective datesdates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective dates (except as they have been properly amended), the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of Except as listed in Schedule 3(f), the Company to the Buyer which is not included in has received no notices or correspondence from the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.since January 1,
Appears in 1 contract
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), since January 1, 2010, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered As of their respective dates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the Buyer or their representativesSEC Documents, or made available through the SEC Website, true and complete copies none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by Except as disclosed in Schedule 3(f) or on behalf routine correspondence related to requests for confidential treatment of certain provisions of the Company’s filed agreements or that is available on the SEC’s ▇▇▇▇▇ database as of the date hereof, the Company to the Buyer which is not included in has received no notices or correspondence from the SEC Documentssince January 1, including, without limitation, information referred to in this Agreement, contains 2010. The SEC has not commenced any untrue statement enforcement proceedings against the Company or any of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingits Subsidiaries.
Appears in 1 contract
SEC Documents; Financial Statements. (i) The Common Shares of the Company is registered pursuant to Section 12(b) of the 1934 Act, and the Company has timely filed (or has received a valid extension of such time of filing and has filed any such reports prior to the expiration of any such extension) all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents including filings incorporated by reference therein, therein being hereinafter referred to herein as the “SEC Documents”). The Company has delivered to At the Buyer or times of their representativesrespective filings, or made available through the SEC Website, true Reports complied in all material respects with the requirements of the 1934 Act and complete copies the rules and regulations of the SEC Documentspromulgated thereunder. The SEC Documents did not, and do 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. As of their respective dates, the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect theretoSEC. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, IFRS applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, footnotes thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and), and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Sources: Securities Purchase Agreement (Tanzanian Royalty Exploration Corp)
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), since January 1, 2009, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “"SEC Documents”"). The Company has delivered to the Buyer or their representatives, or made available through the SEC Website, true and complete copies of the SEC Documents. As of their respective datesdates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective dates (except as they have been properly amended), the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of Except as listed in Schedule 3(f), the Company to the Buyer which is not included in has received no notices or correspondence from the SEC Documentssince January 1, including, without limitation, information referred to in this Agreement, contains 2009. The SEC has not commenced any untrue statement of a material fact or omits to state any material fact necessary in order to make enforcement proceedings against the statements therein, in the light of the circumstances under which they were made, not misleadingCompany.
Appears in 1 contract
SEC Documents; Financial Statements. The Except as disclosed in Schedule 3(f), since June 30, 2011, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Documents”). The Company has delivered As of their respective dates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the Buyer or their representativesSEC Documents, or made available through the SEC Website, true and complete copies none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company disclosed included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by Except as disclosed in Schedule 3(f) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on behalf of ▇▇▇▇▇, to the Company’s knowledge, the Company to or any of its Subsidiaries are not presently the Buyer which is not included in subject of any inquiry, investigation or action by the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingSEC.
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