Common use of Financial Statements of the Company Clause in Contracts

Financial Statements of the Company. The financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated; said financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus, or incorporated by reference therein, present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement. No other financial statements are required to be set forth in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Act and Item 10 of Regulation S-K of the 1933 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Western Asset Mortgage Capital Corp), Underwriting Agreement (Western Asset Mortgage Capital Corp)

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Financial Statements of the Company. The financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package Package, the Pricing Prospectus and the Prospectus, together with the related schedules and notes, present fairly in all material respects (A) the financial position of the Company at the date indicated and changes in equity for the period from December 13, 2019 (date of incorporation) for the period specified, and (B) the consolidated financial position of GAN UK and its consolidated subsidiaries at the dates indicatedindicated and the results of operations, changes in equity and cash flows for the periods specified; said financial statements have been prepared in all material respects in conformity with generally accepted accounting principles International Financial Reporting Standards as issued by the International Accounting Standards Board (“GAAPIFRS”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects, in accordance with GAAP IFRS, the information required to be stated therein. The selected financial data and the summary All non-IFRS financial information of the Company included in the Registration Statement, the General Disclosure Package and the ProspectusProspectus complies in all material respects with the requirements of Regulation G and Item 10 of Regulation S-K under the 1933 Act, or incorporated by reference thereinto the extent applicable; and, present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference except as disclosed in the Registration Statement, General Disclosure Package and the Prospectus, there are no material off-balance sheet arrangements (as defined in Regulation S-K under the 1933 Act, Item 303(a)(4)(ii)). No other Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be set forth included in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act, Act or the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Act and Item 10 of Regulation S-K of the 1933 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 1 contract

Samples: Underwriting Agreement (GAN LTD)

Financial Statements of the Company. The financial statements of the Company included or incorporated by reference in each Registration Statement and the General Disclosure Package present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with GAAP applied on a consistent basis. The financial data of the Company and its consolidated subsidiaries set forth in the General Disclosure Package and the Final Prospectus in the Company’s Annual Report on Form 10-K under the caption “Selected Financial Data” present fairly, the information set forth therein and have been prepared on a basis consistent with that of the audited financial statements contained in the General Disclosure Package and the Final Prospectus. The Company and its consolidated subsidiaries, taken as a whole, do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations or any “variable interest entities” within the meaning of Accounting Standards Codification 810), not disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, together with the related schedules and notes, present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated; said . There are no financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus, or incorporated by reference therein, present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement. No other financial statements are required to be set forth included in the Registration Statement, the General Disclosure Package or the Final Prospectus under the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (that are not included as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Act and Item 10 of Regulation S-K of the 1933 Act, to the extent applicablerequired. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Ellington Residential Mortgage REIT)

Financial Statements of the Company. The financial statements of the Company Company, together with the related notes and schedules, included or incorporated by reference in the Registration Statement, the General Disclosure Package Statement and the Prospectus, together with the related schedules and notes, Prospectus fairly present fairly the financial position condition and the results of operations and changes in financial condition of the Company and its consolidated subsidiaries at the respective dates indicated; said financial or for the respective periods therein specified. Such statements and related notes and schedules have been prepared in conformity accordance with the generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly involved except as may be set forth in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information of the Company related notes included in the Registration Statement, the General Disclosure Package Statement and the Prospectus, or incorporated by reference therein, present fairly the information shown therein and have been compiled on a basis consistent with that . The financial statements of the audited financial statements Company, together with the related notes and schedules, included or incorporated by reference in the Registration Statement. No other financial statements are required to be set forth in the Registration Statement, the General Disclosure Package or Statement and the Prospectus under the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations. comply in all material respects with Regulation S-X. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, information included or incorporated by reference therein, in the Registration Statement and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commissionin Regulation G) comply complies with Regulation G of the 1934 Act and Item 10 of Regulation S-K of the 1933 ActK, to the extent applicable. The interactive data in eXtensible Business Reporting Language pro forma financial statements and the other pro forma financial information included or incorporated by reference in the Registration Statement, the General Disclosure Package Statement and the Prospectus present fairly presents the information called for in all material respects and has shown therein, have been prepared in accordance with the Commission’s rules and guidelines and the applicable theretoCanadian securities laws with respect to pro forma financial statements and have been properly computed on the bases described therein. The assumptions used in the preparation of the pro forma financial statements and other pro forma financial information included or incorporated by reference in the Registration Statement and the Prospectus are reasonable, and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein.

Appears in 1 contract

Samples: Sales Agreement (Tilray, Inc.)

Financial Statements of the Company. The financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the General Pricing Disclosure Package and the Prospectus, together Prospectus comply in all material respects with the related schedules applicable requirements of the Securities Act and notesthe Exchange Act, as applicable, and present fairly the financial position of the Company and its consolidated subsidiaries at as of the dates indicatedindicated and the results of their operations and the changes in their cash flows for the periods specified; said 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 involved. The covered thereby, and any supporting schedules, if any, schedules included or incorporated by reference in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The selected financial data ; and the summary other financial information (other than the combined financial statements of the Company included in the Registration StatementXxxxxxx Bank and Trust and American City Bank (together, the General Disclosure Package and the Prospectus, or incorporated by reference therein, present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements “Acquired Business”)) included or incorporated by reference in the Registration Statement. No other financial statements are required to be set forth in the Registration Statement, the General Pricing Disclosure Package or and the Prospectus under has been derived from the 1933 Act, accounting records of the 1933 Act Regulations, Company and its consolidated subsidiaries and presents fairly the 1934 Act information shown thereby. The pro forma financial information and the 1934 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package related notes thereto included or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Act and Item 10 of Regulation S-K of the 1933 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Pricing Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has have been prepared in accordance with the Commission’s rules applicable requirements of the Securities Act and guidelines applicable theretothe Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Appears in 1 contract

Samples: FB Financial Corp

Financial Statements of the Company. The Company’s consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package Package, the Pricing Prospectus and the Prospectus, together with the related schedules and notes, present fairly in all material respects, the combined financial position of the Company and its consolidated subsidiaries at as of December 31, 2020 and 2019, and the dates indicated; said financial statements have been prepared results of its operations and its cash flows of the Company and its Subsidiaries for each of the years then ended, in conformity with accounting principles generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects, in accordance with GAAP GAAP, the information required to be stated therein. The selected financial data and the summary All non-GAAP financial information of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus complies in all material respects with the requirements of Regulation G and Item 10 of Regulation S-K under the 1933 Act, to the extent applicable. Except as disclosed in the Registration Statement, General Disclosure Package and the Prospectus, or incorporated by reference therein, present fairly the information shown therein and have been compiled on a basis consistent with that there are no material off-balance sheet arrangements of the audited financial statements Company and its Subsidiaries. The interactive data in eXtensible Business Reporting Language (“XBRL”) included or incorporated by reference in the Registration Statement. No other financial statements are required to be set forth in the Registration Statement, the General Disclosure Package or the Pricing Prospectus under the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Act and Item 10 of Regulation S-K of the 1933 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The selected financial data, the summary financial information and any other financial information of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein, except as disclosed therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations.

Appears in 1 contract

Samples: Underwriting Agreement (Realnetworks Inc)

Financial Statements of the Company. The financial statements of the Company included or and its subsidiaries incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the respective consolidated financial position of the Company and its consolidated subsidiaries at as of the dates indicated; said indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in accordance with GAAP the information required to except as may be expressly stated therein. The selected financial data and the summary financial information of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus, or incorporated by reference therein, present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement. No other financial statements are required to be set forth in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Act and Item 10 of Regulation S-K of the 1933 Act, to the extent applicablerelated notes thereto. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus Statement fairly presents in all material respects the information called for in all material respects 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 included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus in the column entitled “Actual” under the caption “Capitalization” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus, the Prospectus and any 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 Exchange Act and Item 10 of Regulation S-K under the 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, supporting schedules or other financial data incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Western Alliance Bancorporation)

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Financial Statements of the Company. The financial statements included or incorporated by reference in each Registration Statement and the General Disclosure Package present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with GAAP applied on a consistent basis. The Company and its consolidated subsidiaries, taken as a whole, do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations or any “variable interest entities” within the meaning of Accounting Standards Codification 810), not disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus. To the extent included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus, together with the pro forma financial information and the related schedules and notes, present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated; said financial statements notes thereto included therein have been prepared in conformity accordance in all material respects with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in accordance Commission's rules with GAAP the information required respect to be stated therein. The selected pro forma financial data statements and the summary assumptions used in the preparation of such pro forma financial information of the Company included are reasonable in the Registration Statement, the General Disclosure Package and the Prospectus, or incorporated by reference therein, present fairly the information shown therein and have been compiled on a basis consistent with that of the audited all material respects. There are no financial statements included or incorporated by reference in the Registration Statement. No other financial statements that are required to be set forth included in the Registration Statement, the General Disclosure Package or the Final Prospectus under the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (that are not included as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Act and Item 10 of Regulation S-K of the 1933 Act, to the extent applicablerequired. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for therein in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Ellington Financial Inc.)

Financial Statements of the Company. The financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the General Pricing Disclosure Package and the Prospectus, together Prospectus comply in all material respects with the related schedules applicable requirements of the Securities Act and notesthe Exchange Act, as applicable, and present fairly the financial position of the Company and its consolidated subsidiaries at as of the dates indicatedindicated and the results of their operations and the changes in their cash flows for the periods specified; said 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 involved. The covered thereby, and any supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus, or incorporated by reference therein, present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements schedules included or incorporated by reference in the Registration Statement. No other financial statements are Statement present fairly the information required to be set forth stated therein; and the other financial information included or incorporated by reference in each of the Registration Statement, the General Pricing Disclosure Package or and the Prospectus under has been derived from the 1933 Actaccounting records of the Company and its consolidated subsidiaries and presents fairly the information shown thereby. To the extent applicable, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations. All all disclosures contained in the Registration Statement, the General Pricing Disclosure Package or and the Prospectus, or incorporated by reference therein, 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 1934 Act Exchange Act, the rules and regulations thereunder and Item 10 of Regulation S-K of under the 1933 Securities Act, to the extent as applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Pricing Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 1 contract

Samples: RBB Bancorp

Financial Statements of the Company. The financial statements included in each Registration Statement and the General Disclosure Package present fairly, in all material respects, the financial position of the Company included and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with GAAP applied on a consistent basis. The financial data of the Company and its consolidated subsidiaries set forth in the General Disclosure Package and the Final Prospectus under the caption “Capitalization” and in the Company’s Annual Report on Form 10-K under the caption “Selected Financial Data” present fairly the information set forth therein and have been prepared on a basis consistent with that of the audited financial statements contained in the General Disclosure Package and the Final Prospectus. The Company and its consolidated subsidiaries, taken as a whole, do not have any material liabilities or incorporated by reference obligations, direct or contingent (including any off-balance sheet obligations or any “variable interest entities” within the meaning of Accounting Standards Codification 810), not disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, together with the related schedules and notes, present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated; said . There are no financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus, or incorporated by reference therein, present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement. No other financial statements are required to be set forth included in the Registration Statement, the General Disclosure Package or the Final Prospectus under the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (that are not included as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Act and Item 10 of Regulation S-K of the 1933 Act, to the extent applicablerequired. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Ellington Residential Mortgage REIT)

Financial Statements of the Company. The financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated; said financial statements have been prepared in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus, or incorporated by reference therein, present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement. No other financial statements are required to be set forth in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated by reference therein, regarding "non-GAAP financial measures" (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Act and Item 10 of Regulation S-K of the 1933 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s 's rules and guidelines applicable thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Western Asset Mortgage Capital Corp)

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