SEC Filings and Financial Statements Clause Samples

SEC Filings and Financial Statements. Until the Effective Time, Turnstone (i) shall use best efforts to maintain its listing on Nasdaq and shall comply in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the appliable current listing and governance rules and regulations of Nasdaq; (ii) shall file all reports and documents (including periodic reports on Form 10-K or 10-Q) with the SEC on a timely basis and in compliance with the applicable requirements of the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and all rules and regulations promulgated by the SEC thereunder; and (iii) shall prepare any financial statements (including any related notes, as well as pro forma financial statements) to be filed with any periodic reports in compliance in all material respects with the published rules and regulations of the SEC applicable thereto. Following the Merger Closing, the Surviving Corporation, at Purchaser’s request, shall cooperate with Purchaser to obtain any consent from Turnstone’s auditor for any SEC reports filed pursuant to the applicable requirements of the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and all rules and regulations promulgated by the SEC thereunder.

SEC Filings and Financial Statements. (a) VTAK has, within the past 12 months, filed or furnished all reports, schedules, forms, statements, and other documents required to be filed with or furnished to the U.S. Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all other applicable securities laws (collectively, the “Buyer SEC Reports”). Each Buyer SEC Report complied as to form and substance in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder as of its respective filing date. (b) The consolidated financial statements of VTAK included in the Buyer SEC Reports filed within the last 12 months have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements to the extent such disclosure is required by GAAP, and fairly present, in all material respects, the financial position, results of operations, and cash flows of VTAK as of the respective dates thereof and for the respective periods indicated therein. (c) Since the date of VTAK’s most recent audited financial statements included in the Buyer SEC Reports, there has been no event, development or occurrence, or would reasonably be expected to have, a material adverse effect on either VTAK or Buyer.

SEC Filings and Financial Statements. The Company has previously made available to the Investors true and complete copies of the Form 10-KSB. The financial statements included in such reports are hereafter collectively referred to as the “Financial Statements.” Each of the balance sheets included in the Financial Statements (including any related notes and schedules) presents fairly the financial position of the Company as of its date, and the other financial statements included in the Financial Statements (including any related notes and schedules) present fairly the results of operations or other information included therein of the Company for the periods or as of the dates therein set forth (subject, in the case of interim financial statements, to changes resulting from audits and year-end adjustments), and each of the Financial Statements was prepared in accordance with generally accepted accounting principles consistently applied during the periods involved (except as otherwise stated therein and except, in the case of interim financial statements, to the extent they may not include footnotes or may be condensed or summary statements). None of the documents filed with the SEC and referred to in this Section 3.7 contained, as of its date, 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.

SEC Filings and Financial Statements. The financial statements included in the SEC Documents are hereafter collectively referred to as the “Financial Statements.” The balance sheet contained in the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2003 shall be referred herein as the “Company Balance Sheet” and the date of such balance sheet shall be referred to herein as the “Company Balance Sheet Date.” Each of the balance sheets included in the Financial Statements (including any related notes and schedules) presents fairly the financial position of the Company as of its date, and the other financial statements included in the Financial Statements (including any related notes and schedules) present fairly the results of operations or other information included therein of the Company for the periods or as of the dates therein set forth (subject, in the case of interim financial statements, to normal year-end adjustments), and each of the Financial Statements was prepared in accordance with generally accepted accounting principles consistently applied during the periods involved (except as otherwise stated therein and except that interim financial statements may not contain all footnotes required by generally accepted accounting principles). The Company has filed all reports required to be filed by it since the Company Balance Sheet Date pursuant to the reporting requirements of the Exchange Act. None of the documents filed with the SEC and referred to in this Section 2.11 contained, as of its date, 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.

SEC Filings and Financial Statements. (a) Unique has furnished or, upon filing with the SEC, will furnish to the Shareholders, true and complete copies of (i) its Annual Report on Form 10-K for the fiscal year ended October 31, 1996, its Transition Report on Form 10-K for the five months ended March 31, 1997, its quarterly reports on Form 10-Q for the quarters ended June 30, 1997 and September 30, 1997 and its Current Reports on Form 8-K dated June 18, 1997 and June 30, 1997 as filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Act"); (ii) its Proxy Statement relating to the Annual Meeting of stockholders of Unique held on August 19, 1997 (collectively, the "Unique SEC Filings"). The Unique SEC Filings did not, or will not, as of their respective dates of filing, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (b) The Unique SEC Filings contain true and complete copies of Unique's consolidated financial statements as of September 30, 1997, June 30, 1997, March 31, 1997, and October 31, 1996 and 1995, consolidated statements of income, and statements of common stockholders' equity and statements of cash flows for the periods then ended (collectively, the "Unique Financial Statements"). The Unique Financial Statements have been prepared from the books and records of Unique and present fairly the consolidated financial #352586.v6, January 12, 1998 (6:58am) 14 position of Unique and its subsidiaries as of the dates thereof, all in conformity with United States generally accepted accounting principles applied on a consistent basis for such periods.

SEC Filings and Financial Statements. (a) The Company has heretofore delivered to SBC copies of the Company's (i) Annual Report on Form 10-K for the fiscal year ended [THEN MOST RECENTLY ENDED FISCAL YEAR], and (ii) the proxy statement for its 199_ Annual Meeting of Stockholders, in each case, substantially in the form filed by the Company with the Commission (collectively, together with any other reports filed, as of the date of this Agreement, by the Company under the Exchange Act and the rules and regulations of the Commission since [TWO YEARS BEFORE DATE IN CLAUSE (I)] (the "1934 Act Reports"). All of the 1934 Act Reports have complied in all material respects, as of their respective filing dates, with all applicable requirements of the Exchange Act and the related rules and regulations thereunder. As of their respective filing dates, none of the 1934 Act Reports 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 the light of the circumstances under which they were made, not misleading. (b) The audited consolidated financial statements and unaudited interim financial statements of the Company contained or incorporated by reference in the Company's 1934 Act Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis and, together with the notes thereto, present fairly the consolidated financial position of the Company and its subsidiaries at the dates shown and the consolidated results of their operations, changes in stockholders' equity and cash flows for the periods then ended.

SEC Filings and Financial Statements. Since January 1, 2008, PhotoMedex has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by PhotoMedex with the Securities and Exchange Commission (the “SEC”) under the Exchange Act or the Securities Act, together with any amendments, restatements or supplements thereto. Section 2.7(a)(i) of the PhotoMedex Disclosure Letter lists; and PhotoMedex has made available to Radiancy copies in the form filed with the SEC of all of the following; except in each such case, to the extent available in full without redaction on the SEC’s website through ▇▇▇▇▇ for at least two (2) days prior to the date of this Agreement: (i) PhotoMedex’s Annual Reports on Form 10-K for each fiscal year of PhotoMedex since January 1, 2008, (ii) PhotoMedex’s Quarterly Reports on Form 10-Q for each fiscal quarter that PhotoMedex was required to file a Quarterly Report on Form 10-Q in each of the fiscal years of PhotoMedex referred to in clause (i) above, (iii) all proxy statements relating to PhotoMedex’s meetings of stockholders (whether annual or special) held, and all information statements relating to stockholder consents, since the beginning of the first fiscal year referred to in clause (i) above, (iv) its Current Reports on Form 8-K filed since the beginning of the first fiscal year referred to in clause (i) above, (v) all other forms, reports, registration statements and other documents (other than preliminary materials if the corresponding definitive materials have been provided to Radiancy pursuant to this Section 2.7) filed by PhotoMedex with the SEC since January 1, 2008 (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, are, collectively, the “SEC Reports”) and (vi) all certifications and statements required by

SEC Filings and Financial Statements. (a) Whitehall has furnished or, upon filing with the SEC, will furnish to the Members, true and complete copies of: (i) its Annual Report on Form 10-K for the fiscal years ended 1998 and 1999, as filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Act"); (ii) its Proxy Statement relating to the Annual Meeting of stockholders of Whitehall held in 1999 and the related annual reports to stockholders (collectively the "Whitehall SEC Filings"). The Whitehall SEC Filings did not, or will not, as of their respective dates of filing, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (b) Whitehall's Annual Report on Form 10-K for the fiscal years ended 1998 and 1999, contains true and complete copies of Whitehall's audited consolidated Balance Sheets as of 1998 and 1999, audited consolidated statements of income, statements of common stockholder equity and statements of cash flows for each of the years ended 1998 and 1999, respectively, and notes to the consolidated financial statements (collectively, with the audited consolidated Balance Sheet and audited consolidated statements of income, statement of common stockholders' equity and statements of cash flows for the years ended 1998 and 1999, respectively, which have been separately delivered to the Members, the "Whitehall Financial Statements"). The Whitehall Financial Statements have been prepared from the books and records of Whitehall and present fairly the consolidated financial position of Whitehall and its subsidiaries as at 1998 and 1999, all in conformity with United States generally accepted accounting principles applied on a consistent basis for such periods.

SEC Filings and Financial Statements. The Purchaser has filed with the SEC in a timely manner all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it under the Exchange Act or the Securities Act since May 8, 2024 (all such documents, collectively, the “Purchaser SEC Documents”). The Purchaser SEC Documents, at the time of their respective filing dates, (a) 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 the light of the circumstances under which they were made) not misleading, except to the extent corrected by a subsequently filed Purchaser SEC Document and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable. All of the audited financial statements and unaudited interim financial statements of the Purchaser included in the Purchaser SEC Documents, at the time filed, (i) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of unaudited financial statements, except as permitted under Form 10-Q under the Exchange Act) and (ii) fairly presented in all material respects the consolidated financial position and consolidated results of operations of the Purchaser taken as a whole as of the dates and for the periods indicated (subject to, in the case of unaudited statements, normal and recurring year-end audit adjustments).