Common use of Financial Statements of the Company Clause in Contracts

Financial Statements of the Company. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and present fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods covered thereby, except as may be expressly stated in the related notes thereto, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, the information required to be stated therein; and the other financial information included in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly, in all material respects, the information shown thereby; and the pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the Commission’s guidelines with respect to pro forma financial statements and the assumptions underlying such pro forma financial statements set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus are reasonable to give effect to the transactions and circumstances referred to therein.

Appears in 4 contracts

Samples: CommScope Holding Company, Inc., CommScope Holding Company, Inc., CommScope Holding Company, Inc.

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Financial Statements of the Company. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) in the United States applied on a consistent basis throughout the periods covered thereby, thereby (except as may be expressly stated indicated in the related notes thereto), and any supporting schedules included or incorporated by reference in the Registration Statement present fairly, fairly in all material respects, respects the information required to be stated therein; and the other financial information included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly, fairly in all material respects, respects the information shown thereby; and the pro forma financial statements information and the related notes thereto included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the Commission’s guidelines with respect to pro forma financial statements applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial statements information are reasonable and are set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus are reasonable to give effect to the transactions and circumstances referred to thereinProspectus.

Appears in 4 contracts

Samples: Underwriting Agreement (Exxaro Resources LTD), Underwriting Agreement (Tronox Holdings PLC), Underwriting Agreement (Tronox LTD)

Financial Statements of the Company. The financial statements and statements, together with the related notes thereto supporting schedules, if any, of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus comply present fairly in all material respects with the applicable requirements of the Securities Act and present fairly the consolidated financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the operations, changes in their shareholders’ equity and cash flows for the periods specified; such . Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) as applied in the United States on a consistent basis throughout the periods covered therebyinvolved, except as may be expressly stated in the related notes thereto, and any supporting schedules included or . The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement present fairly, fairly presents in all material respects, respects the information called for and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be stated therein; and included in the other Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial information included data set forth in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus has been derived from under the accounting records captions “Summary Selected Consolidated Financial Information” and “Capitalization” fairly present the information set forth therein on a basis consistent with that of the Company audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and its consolidated subsidiaries the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus, the Prospectus and presents fairlyany free writing prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply, in all material respects, with Regulation G under the information shown thereby; Exchange Act and Item 10 of Regulation S-K under the pro forma Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements and the related notes thereto included statements, supporting schedules or other financial data incorporated by reference in the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus have been prepared in accordance with the Commission’s guidelines with respect to pro forma financial statements and the assumptions underlying such pro forma financial statements set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus are reasonable to give effect to the transactions and circumstances referred to thereinProspectus.

Appears in 3 contracts

Samples: Underwriting Agreement (Bancorp, Inc.), Underwriting Agreement (First Citizens Bancshares Inc /De/), Underwriting Agreement (First Citizens Bancshares Inc /De/)

Financial Statements of the Company. The financial statements and statements, together with the related notes thereto supporting schedules, if any, of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus comply present fairly in all material respects with the applicable requirements of the Securities Act and present fairly the consolidated financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the operations, changes in their shareholders’ equity and cash flows for the periods specified; such . Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) as applied in the United States on a consistent basis throughout the periods covered therebyinvolved, except as may be expressly stated in the related notes thereto, and any supporting schedules included or . The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement present fairly, fairly presents in all material respects, respects the information called for and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be stated therein; and included in the other Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial information included data set forth in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus has been derived from under the accounting records captions “Summary Selected Consolidated Financial Information” and “Capitalization” fairly present the information set forth therein on a basis consistent with that of the Company audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and its consolidated subsidiaries the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus, the Prospectus and presents fairlyany free writing prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply, in all material respects, with Regulation G under the information shown thereby; Exchange Act and Item 10 of Regulation S-K under the pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration StatementSecurities Act, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the Commission’s guidelines with respect to pro forma financial statements and the assumptions underlying such pro forma financial statements set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus are reasonable to give effect to the transactions and circumstances referred to thereinas applicable.

Appears in 3 contracts

Samples: Underwriting Agreement (Northwest Bancshares, Inc.), Underwriting Agreement (Great Southern Bancorp, Inc.), Underwriting Agreement (Enterprise Financial Services Corp)

Financial Statements of the Company. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and present fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods covered thereby, except as may be expressly stated in the related notes thereto, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, the information required to be stated therein; and the other financial information included in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly, in all material respects, the information shown thereby; and the pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the Commission’s guidelines with respect to pro forma financial statements and the assumptions underlying such pro forma financial statements set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus are reasonable to give effect to the transactions and circumstances referred to therein.

Appears in 2 contracts

Samples: CommScope Holding Company, Inc., CommScope Holding Company, Inc.

Financial Statements of the Company. The consolidated financial statements and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package Prospectus and the Prospectus comply in all material respects Prospectus, together with the applicable requirements of the Securities Act related schedules and notes, present fairly the financial position of the Company and its consolidated subsidiaries as subsidiaries, at the dates indicated, and the statement of income, shareholders’ equity and cash flows of the dates indicated Company and the results of their operations and the changes in their cash flows its consolidated subsidiaries, for the periods specified; such . Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods covered therebyinvolved. The supporting schedules, except as may be expressly stated in the related notes theretoif any, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly, fairly in all material respects, accordance with GAAP the information required to be stated therein; . The selected financial data and the other summary financial information included in each of the Pricing Prospectus and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the financial statements included in the Registration Statement, the Pricing Disclosure Package Prospectus and the Prospectus has been derived from Prospectus. In addition, the accounting records pro forma financial statements of the Company and its consolidated subsidiaries and presents fairly, in all material respects, the information shown thereby; and the pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package Prospectus and the Prospectus present fairly the information shown therein, have been prepared in accordance with Regulation S-X under the Commission’s guidelines with respect to pro forma financial statements Exchange Act, and have been properly compiled on the bases described therein, and the assumptions underlying such pro forma financial statements set forth used in the Registration Statement, the Pricing Disclosure Package preparation thereof are reasonable and the Prospectus adjustments used therein are reasonable appropriate to give effect to the transactions and circumstances referred to therein.

Appears in 2 contracts

Samples: Underwriting Agreement (McCormick & Co Inc), Underwriting Agreement (McCormick & Co Inc)

Financial Statements of the Company. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods covered thereby, except as may be expressly stated in the related notes thereto, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, fairly the information required to be stated therein; and the other financial information included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly, in all material respects, fairly the information shown thereby; . To the extent applicable, all disclosures contained in the Registration Statement, the Pricing Disclosure Package and the pro forma Prospectus regarding “non-GAAP financial statements measures” (as such term is defined by the rules and regulations of the related notes thereto included or Commission) comply with Regulation G of the Exchange Act, the rules and regulations thereunder and Item 10 of Regulation S-K under the Securities Act, as applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus have fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and the assumptions underlying such pro forma financial statements set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus are reasonable to give effect to the transactions and circumstances referred to thereinapplicable thereto.

Appears in 2 contracts

Samples: Southern National Bancorp of Virginia Inc, Synovus Financial Corp

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Financial Statements of the Company. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in each of into the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act and present fairly fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the their results of their operations and the changes in their cash flows for the periods specified; and such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods covered thereby, except as may be expressly stated in the related notes thereto, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, the information required to be stated therein; and the other financial information included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly, fairly in all material respects, respects the information shown thereby; and the . The pro forma consolidated financial statements and (including the related notes thereto included or thereto) incorporated by reference in into the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly the information contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the basis described therein, and the assumptions underlying such pro forma financial statements set forth used in the Registration Statement, the Pricing Disclosure Package preparation thereof are reasonable and the Prospectus adjustments used therein are reasonable appropriate to give effect to the transactions and circumstances referred to therein.

Appears in 1 contract

Samples: Underwriting Agreement (Cleveland-Cliffs Inc.)

Financial Statements of the Company. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and present fairly in all material respects the financial position of the Company and its consolidated subsidiaries subsidiaries, as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods covered thereby, except as may be expressly stated in the related notes thereto, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly, fairly in all material respects, respects the information required to be stated therein; and the other financial information included in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly, fairly in all material respects, respects the information shown thereby; and the pro forma financial statements information and the related notes thereto included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the Commission’s guidelines with respect applicable requirements of the Securities Act and give effect to pro forma financial statements and the assumptions underlying such pro forma financial statements made on a reasonable basis as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus are reasonable to give effect to the transactions and circumstances referred to thereinProspectus.

Appears in 1 contract

Samples: Stock Purchase Agreement (Forum Energy Technologies, Inc.)

Financial Statements of the Company. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods covered thereby, except as may be expressly stated in the related notes thereto, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, fairly the information required to be stated therein; and the other financial information included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly, in all material respects, fairly the information shown thereby; . To the extent applicable, all disclosures contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus regarding “non‑GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act, the rules and regulations thereunder and Item 10 of Regulation S‑K under the Securities Act, as applicable. In addition, the pro forma financial statements of the Company and its consolidated subsidiaries and the related notes thereto incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly in all material respects the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and the related notes thereto included or assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus have fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and the assumptions underlying such pro forma financial statements set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus are reasonable to give effect to the transactions and circumstances referred to thereinapplicable thereto.

Appears in 1 contract

Samples: Synovus Financial Corp

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