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(d) The management of Parent has (i) implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to Parent, including its consolidated subsidiaries, is made known to the Chief Executive Officer and Chief Financial Officer of Parent by others within those entities, and (ii) has disclosed, based on its most recent evaluation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act), to Parent’s outside auditors and the audit committee of the board of directors of Parent (A) all significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting.

(e) Neither Parent nor any of its consolidated subsidiaries has any liabilities or obligations of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, that are material to Parent and its consolidated subsidiaries, taken as a whole, other than (i) liabilities or obligations disclosed or provided for in the consolidated balance sheet of Parent and its consolidated subsidiaries as of December 31, 2005, including the notes thereto, contained in the SEC Filings, (ii) liabilities or obligations incurred on behalf of Buyer in connection with this Agreement, (iii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since January 1, 2006, and (iv) other liabilities or obligations that are not otherwise covered by insurance that were not, or could not reasonably be expected to be, material and adverse to the businesses of Parent and its consolidated subsidiaries, taken as a whole.

Section 4.15 Status under the Securities Act . At the time of filing the Registration Statement, the Parent (i) will be a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act) and (ii) will not be an “ineligible issuer” (as defined in Rule 405 under the Securities Act), in each case at the times relevant under the Securities Act in connection with the offering of the Stock Consideration.

Section 4.16 Absence of Certain Changes or Events . Except as contemplated by this Agreement, since January 1, 2006, Parent has conducted its business only in the ordinary course in all material respects and in a manner consistent with prior practice in all material respects and there has not been any event or occurrence of any condition that has had or could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

ARTICLE V COVENANTS Section 5.1 Conduct of Company’s Business Prior to Closing .

(a) Seller covenants and agrees that between the date of this Agreement and the earlier of the Closing and the termination of this Agreement in accordance with Section 8.1, unless Buyer shall otherwise agree in writing (such agreement not to be unreasonably withheld),


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