SEC Filings; Financial Statements; Information Provided Clause Samples
The "SEC Filings; Financial Statements; Information Provided" clause requires a party, typically a company, to furnish the other party with access to its filings with the Securities and Exchange Commission (SEC), as well as its financial statements and other relevant information. This often includes providing copies of annual and quarterly reports, audited financial statements, and any material disclosures made to regulators. By mandating the sharing of such information, the clause ensures transparency and enables the receiving party to assess the financial health and regulatory compliance of the disclosing party, thereby reducing informational asymmetry and supporting informed decision-making.
SEC Filings; Financial Statements; Information Provided. (a) All forms, reports and other documents required to be filed by the Company with the SEC since January 1, 2001 (including those that the Company may file after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” Except as set forth in Section 3.4 of the Company Disclosure Schedule, the Company SEC Reports (i) were or will be filed on a timely basis and (ii) were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act, and the Exchange Act, as the case may be, applicable to such Company SEC Reports. None of the Company SEC Reports when filed, after giving effect to any amendments and supplements thereto filed prior to the date hereof, 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. None of the Company’s Subsidiaries has filed, or is obligated to file, any forms, reports, schedules, statements or other documents with the SEC. As used in this Section 3.4(a), the term “filed” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes and schedules) contained or to be contained in the Company SEC Reports (i) complied or will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were or will be prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by the SEC on Form 10-Q under the Exchange Act or for normal year-end adjustments) and (iii) fairly presented or will fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments that have not been and are not expected to be material to the Company. The unaudited balance sheet of the Company as of June 30, 2004 is referred to herein...
SEC Filings; Financial Statements; Information Provided. (a) Except as set forth herein, all of the Company SEC reports, at the time filed (or if amended prior to the date hereof, when so amended), complied as to form in all material respects with the requirements of the Securities Act and the Exchange Act applicable to such Company SEC reports and did not at the time they were filed (or if amended prior to the date hereof, when so amended) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC reports or necessary in order to make the statements in such Company SEC reports, in the light of the circumstances under which they were made, not misleading, in any material respect.
(b) The consolidated financial statements of the Company complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved and at the dates involved and fairly presented in all material respects the consolidated financial position of Company as of the dates indicated and the consolidated assets, liabilities, business, financial condition, results of its operations and cash flows for the periods indicated.
(c) Company is not currently an issuer identified in Rule 144(i)(1)(i) of the Securities Act.
SEC Filings; Financial Statements; Information Provided. The Company is an audited SEC filer under the Securities Exchange Act of 1934, and as such, is required to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K (“SEC Filings”). ChainTrade and the Shareholders have reviewed such SEC Filings and has had any questions answered by the Company to their satisfaction prior to the execution of this Agreement.
SEC Filings; Financial Statements; Information Provided. (a) Except for the Restatement and any Restatement-Related Events, the Company SEC Reports, as of their respective filing dates and if amended prior to the date hereof, as of the filing date of the last such amendment, complied as to form in all material respects with the requirements of the Securities Act and the Exchange Act applicable to such Company SEC Reports and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading in any material respect. Except for the Restatement and any Restatement-Related Events, the certifications and statements required by Rule 13a-14 of the Exchange Act, and Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act relating to the Company SEC Reports were accurate and complete, and complied as to form and content with all applicable Laws as of the respective dates of such filings (or, if amended or superseded by a filing prior to the date hereof, then on the dates of such filings). Except in connection with the Restatement and any Restatement-Related Events and for such comments of the SEC as are available on the SEC’s Electronic Data Gathering, Analysis, and Retrieval system as of the date of this Agreement, neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Entity any written comments or questions with respect to any of the Company SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or any notice from the SEC or other Governmental Entity that such Company SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Company’s Knowledge, there is not, any investigation or review being conducted by the SEC or any other Governmental Entity of any Company SEC Reports (including the financial statements included therein). Except in connection with the Restatement and any Restatement-Related Events, as of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC or its staff with respect to the Company or the Company SEC Reports.
(b) Each of the consolidated financial statements relating to the Company and its Subsidiaries set forth on Section 3.5 of the Co...
SEC Filings; Financial Statements; Information Provided. (a) Parent has timely filed all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules and documents required to be filed by it under the Securities Act or the Exchange Act, as the case may be, since January 1, 2004 (the “Parent SEC Filings”). None of Parent’s subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. Each Parent SEC Filing (i) as of the time it was filed, complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be; and (ii) did not, at the time it was filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
(b) The consolidated financial statements (including any related notes) contained in the Parent SEC Filings: (i) when filed, complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) when filed, were prepared in accordance with GAAP (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-Q of the SEC, and except that the unaudited interim financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments), and (iii) when filed, fairly presented in all material respects the consolidated financial position of Parent as of the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods covered thereby, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments. The books and records of Parent and each of its subsidiaries have been, and are being, maintained in accordance with applicable material legal and accounting requirements.
(c) Except as and to the extent set forth on the consolidated balance sheet of Parent and its consolidated subsidiaries as of June 30, 2005 (“Parent’s Current Balance Sheet”), none of Parent or any of its consolidated subsidiaries has any Liabilities that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with GAAP, except for liabilities or obligations incurred in the ordinary course of business since June 30, 2005 that would not, individually or in the...
SEC Filings; Financial Statements; Information Provided. Each of the consolidated financial statements (including, in each case, any related notes and schedules) contained or to be contained in the Company SEC Reports at the time filed (i) complied or will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim financial statements, as permitted by the SEC on Form 10-Q under the Exchange Act), and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates indicated and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end audit adjustments.
SEC Filings; Financial Statements; Information Provided. (a) Public Company has filed all registration statements, forms, reports, certifications and other documents required to be filed by Public Company with the SEC for a period of at least twelve calendar months immediately preceding the execution of this Agreement. All registration statements, forms, reports and other documents, as amended prior to the date hereof, which have been filed by Public Company since January 1, 2019, and those that Public Company may file after the date hereof until the Closing, are referred to herein as the “Public Company SEC Reports.” All of the Public Company SEC Reports (A) were or will be filed on a timely basis, (B) at the time filed (or if amended prior to the date hereof, when so amended), complied, or will comply when filed, as to form in all material respects with the requirements of the Securities Act and the Exchange Act applicable to such Public Company SEC Reports and (C) did not or will not at the time they were filed (or if amended prior to the date hereof, when so amended) or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Public Company SEC Reports or necessary in order to make the statements in such Public Company SEC Reports, in the light of the circumstances under which they were made, not misleading, in any material respect. For the avoidance of doubt, “Public Company SEC Reports” shall include the Public Company’s annual report on Form 10-K for the period ended December 31, 2020 in the form made available to Merger Partner prior to the execution of this Agreement (the “Public Company 2020 Form 10-K”), which shall be filed with the SEC in accordance with Section 5.4 hereof.
SEC Filings; Financial Statements; Information Provided. (a) The Company has filed all registration statements, forms, reports, and other documents required to be filed by the Company (collectively, the "COMPANY SEC REPORTS") with the SEC since January 1, 1998. The Company SEC Reports (i) have been filed on a timely basis, (ii) have been prepared in compliance in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and
SEC Filings; Financial Statements; Information Provided. The information in the Schedule 13E-3 and Proxy Statement (except, in each case, for information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Schedule13E-3 and Proxy Statement, as the case may be, as to which the Buyer makes no representation), shall not at the time the Schedule 13E-3 or the Proxy Statement, as the case may be, is filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any fact or event relating to the Buyer or any of its Affiliates which should be set forth in an amendment to the Schedule 13E-3 or the Proxy Statement, as the case may be, should be discovered by the Buyer or should occur, the Buyer shall promptly inform the Company of such fact or event.
SEC Filings; Financial Statements; Information Provided