Common use of Financial Statements; Non-GAAP Financial Measures Clause in Contracts

Financial Statements; Non-GAAP Financial Measures. The consolidated financial statements filed with the Commission and incorporated by reference as a part of the Registration Statement, the General Disclosure Package and the Prospectus, present fairly in all material respects the consolidated financial position of the Company as of the dates 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 as applied in the United States applied on a consistent basis throughout the periods involved (“GAAP”), except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language included in the Registration Statement 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. No other financial statements or supporting schedules are required to be included in the Registration Statement, the General Disclosure Package or the Prospectus. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the 1933 Act and the 0000 Xxx) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K under the 1933 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 or other financial data filed with the Commission as a part of the Registration Statement, the General Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Evolus, Inc.), Underwriting Agreement (Evolus, Inc.)

AutoNDA by SimpleDocs

Financial Statements; Non-GAAP Financial Measures. The consolidated financial statements filed with the Commission and incorporated by reference as a part of included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company as of and its consolidated subsidiaries and PGS Consultoria e Serviços Ltda. at the dates indicated and the results statement of their operations, changes in stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. Such ; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved (“GAAP”)or, except as may be expressly stated in the related notes theretocase of PGS Consultoria e Serviços Ltda., under the accounting principles specified therein. The interactive data in eXtensible Business Reporting Language included in the Registration Statement supporting schedules, if any, present fairly presents the information called for in all material respects and has in accordance with GAAP or, in the case of PGS Consultoria e Serviços Ltda., in accordance with the accounting principles specified therein, the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. The pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable. No other Except as included therein or with respect to which the Company has received a written waiver from the staff of the Commission, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the ProspectusProspectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus and any free writing prospectus, that constitute regarding “non-GAAP financial measures measures” (as such term is defined by the rules and regulations under of the 1933 Act and the 0000 XxxCommission) comply with Regulation G under of the Securities Exchange Act of 1934, as amended (the “1934 Act Act”), and Item 10 of Regulation S-K under of the 1933 Act, as to the extent 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 or other financial data filed with the Commission as a part of the Registration Statement, the General Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Bloomin' Brands, Inc.), Underwriting Agreement (Bloomin' Brands, Inc.)

Financial Statements; Non-GAAP Financial Measures. The consolidated financial statements filed with the Commission and included or incorporated by reference as a part of in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company as of and the respective entities to which such financial statements relate (the “Covered Entities”) at the dates indicated and the results consolidated statements of their operations, changes in stockholders’ equity (deficit) and cash flows of the Covered Entities for the periods specified. Such ; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved (“GAAP”)involved. The supporting schedules, except as may if any, present fairly in all material respects in accordance with GAAP the information required to be expressly stated therein. The selected financial data and the summary financial information included in the related notes theretoRegistration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated by reference, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects 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 Inline eXtensible Business Reporting Language included incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, fairly presents present 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 General Disclosure Package or the Prospectus. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the 1933 Act and the 0000 Xxx) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K under the 1933 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 or other financial data filed with the Commission as a part of the Registration Statement, the General Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Rexford Industrial Realty, Inc.), Underwriting Agreement (Rexford Industrial Realty, Inc.)

Financial Statements; Non-GAAP Financial Measures. The consolidated financial statements filed with of the Commission and Company included or incorporated by reference as a part of in the Registration Statement, the General Disclosure Package Statement and the Prospectus, present fairly together with the related schedules and notes, comply in all material respects with the consolidated applicable requirements of the 1933 Act and the 1934 Act, as applicable, and present fairly, in all material respects, the financial position of the Company as of and its consolidated subsidiaries at the dates indicated and the results statement of their operations, changes in stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. Such ; said financial statements have been prepared in conformity with generally accepted accounting principles International Financial Reporting Standards (“IFRS”) as applied in issued by the United States International Accounting Standards Board applied on a consistent basis throughout the periods involved (“GAAP”)involved, except as may be expressly stated in the related notes theretocase of unaudited, interim financial statements, subject to normal year-end audit adjustments and the exclusion of certain footnotes as permitted by the applicable rules of the Commission. The interactive supporting schedules, if any, present fairly, in all material respects, in accordance with IFRS the information required to be stated therein. The selected financial data in eXtensible Business Reporting Language and the summary financial information included in the Registration Statement fairly presents and the information called for Prospectus present fairly, in all material respects respects, the information shown therein and has have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith respect to pro forma financial statements and have been properly compiled on the bases described therein, and the 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. No other Except as included or incorporated by reference in the Registration Statement and the Prospectus, 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. All disclosures contained in the Registration Statement, the General Disclosure Package any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the 1933 Act and the 0000 Xxx) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K under or the 1933 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 or other financial data filed with the Commission as a part of the Registration Statement, the General Disclosure Package and the ProspectusAct Regulations.

Appears in 2 contracts

Samples: Sales Agreement (Ascendis Pharma a/S), Ascendis Pharma a/S

Financial Statements; Non-GAAP Financial Measures. The consolidated historical financial statements filed with (including the Commission related notes and incorporated by reference as a part of supporting schedules) included in the Registration Statement, the General Disclosure Package and the Prospectus, present fairly Prospectus comply as to form in all material respects with the consolidated requirements of Regulation S-X under the 1933 Act, are accurate in all material respects and present fairly the financial position of the Company as of on a consolidated basis at the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified. Such indicated; said financial statements have been prepared in conformity with accounting principles generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved (“GAAP”), except as may be expressly stated in the related notes theretoinvolved. The interactive data supporting schedules, if any, present fairly in eXtensible Business Reporting Language accordance with GAAP the information required to be stated therein. Any summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly presents the information called for shown therein in all material respects and has have been compiled on a basis consistent with that of the audited financial statements included therein. The financial statements, including any statement of revenues and certain expenses, of the businesses or properties acquired or proposed to be acquired, if any, included in the Registration Statement, the General Disclosure Package or the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis, except as noted therein, and otherwise have been prepared in all material respects in accordance with the applicable financial statement requirements of Rule 3-05 or Rule 3-14 of Regulation S-X with respect to real estate operations acquired or to be acquired. The pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the 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 pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus comply as to form with the applicable theretorequirements of Regulation S-X of the 1933 Act in all material respects. No other financial statements or supporting schedules of the Company or any of its subsidiaries are required to be included in the Registration Statement, the General Disclosure Package or the ProspectusProspectus under the 1933 Act and the 1933 Act Regulations. All disclosures contained included in the Registration Statement, the General Disclosure Package or the Prospectus and any free writing prospectus, that constitute regarding “non-GAAP financial measures measures” (as such term is defined by the rules and regulations under of the 1933 Act and the 0000 XxxCommission) comply in all material respects with Regulation G under of the 1934 Act and Item 10 of Regulation S-K under of the 1933 Act, as to the extent 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 or other financial data filed with the Commission as a part of the Registration Statement, the General Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Placement Agency Agreement (NewLake Capital Partners, Inc.), Placement Agency Agreement (NewLake Capital Partners, Inc.)

Financial Statements; Non-GAAP Financial Measures. The consolidated financial statements filed with the Commission and included or incorporated by reference as a part of in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects respects: (1) the consolidated financial position of the Company as and subsidiaries on a consolidated basis at the dates indicated, (2) the financial position of the Company’s predecessor, which consists of certain of the Company’s Properties that were contributed upon the closing of the Company’s initial public offering by STAG Investments III, LLC on a combined basis at the dates indicated and the results statements of their operations, changes in stockholders’ equity (deficit) and cash flows of the Company’s predecessor for the periods specified. Such , (3) the statements of revenue and certain expenses for the Properties that were contributed upon the closing of the Company’s initial public offering by STAG Investments IV, LLC and STAG GI Investments, LLC on a combined basis for the periods specified; (4) the several statements of revenue and certain expenses for the Properties that were contributed upon the closing of the Company’s initial public offering by STAG GI Investments, LLC for the periods specified and (5) the several statements of revenue and certain expenses for the Properties acquired by the Company and its subsidiaries since the closing of the Company’s initial public offering or the acquisition of which are considered probable with respect to which financial statements are included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved (“GAAP”)involved. The supporting schedules, except as may if any, present fairly in all material respects in accordance with GAAP the information required to be expressly stated therein. The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. The pro forma financial statements and the related notes theretothereto included or incorporated by reference in the Registration Statement, the General Disclosure Package 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 have been properly compiled on the bases described therein, and the 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. No other financial statements or supporting schedules of the Company or any of its subsidiaries are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects 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 included incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, 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. No other financial statements or supporting schedules are required to be included in the Registration Statement, the General Disclosure Package or the Prospectus. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the 1933 Act and the 0000 Xxx) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K under the 1933 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 or other financial data filed with the Commission as a part of the Registration Statement, the General Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (STAG Industrial, Inc.), Underwriting Agreement (STAG Industrial, Inc.)

Financial Statements; Non-GAAP Financial Measures. The consolidated historical financial statements filed with (including the Commission related notes and supporting schedules) included or incorporated by reference as a part of in the Registration Statement, the General Disclosure Package and the Prospectus, present fairly Prospectus comply as to form in all material respects with the consolidated requirements of Regulation S-X under the 1933 Act, are accurate in all material respects and present fairly the financial position of the Company as of on a consolidated basis at the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified. Such indicated; said financial statements have been prepared in conformity with accounting principles generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved (“GAAP”)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 included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein in all material respects and have been compiled on a basis consistent with that of the audited financial statements included therein. The financial statements, including any statement of revenues and certain expenses, of the businesses or properties acquired or proposed to be acquired, if any, included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis, except as may be expressly stated noted therein, and otherwise have been prepared in all material respects in accordance with the applicable financial statement requirements of Rule 3-05 or Rule 3-14 of Regulation S-X with respect to the Company’s operations, if any. The pro forma financial statements and the related notes theretothereto included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the 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 pro forma financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus comply as to form with the applicable requirements of Regulation S-X of the 1933 Act in all material respects. No other financial statements, supporting schedules or pro forma financial statements of the Company are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act and the 1933 Act Regulations. All disclosures included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects 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 included incorporated by reference in the Registration Statement Statement, the General Disclosure Package or 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. No other financial statements or supporting schedules are required to be included in the Registration Statement, the General Disclosure Package or the Prospectus. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the 1933 Act and the 0000 Xxx) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K under the 1933 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 or other financial data filed with the Commission as a part Each of the Registration Statement, the General Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect Subsidiaries, including each entity disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus as being a Subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries, or, other than in the course of business, any grants under any stock compensation plan, and (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

Appears in 2 contracts

Samples: Underwriting Agreement (Sachem Capital Corp.), Underwriting Agreement (Sachem Capital Corp.)

Financial Statements; Non-GAAP Financial Measures. The consolidated financial statements filed with the Commission and included or incorporated by reference as a part of in the Registration Statement, the General Disclosure Package and the Prospectus, present fairly together with the related schedules and notes, comply in all material respects with the consolidated applicable requirements of the 1933 Act and the 1934 Act, as applicable, and present fairly, in all material respects, the financial position of the Company as of and its consolidated subsidiaries at the dates indicated and the results statement of their operations, changes in stockholdersshareholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. Such ; said financial statements have been prepared in conformity with generally accepted accounting principles International Financial Reporting Standards (“IFRS”) as applied in issued by the United States International Accounting Standards Board applied on a consistent basis throughout the periods involved (“GAAP”)involved, except as may be expressly stated in the related notes theretocase of unaudited, interim financial statements, subject to normal year-end audit adjustments and the exclusion of certain footnotes as permitted by the applicable rules of the Commission. The interactive supporting schedules, if any, present fairly, in all material respects, in accordance with IFRS the information required to be stated therein. The selected financial data in eXtensible Business Reporting Language and the summary financial information included in the Registration Statement fairly presents Statement, the information called for General Disclosure Package and the Prospectus present fairly, in all material respects respects, the information shown therein and has have been compiled on a basis consistent with that of the audited financial statements included therein. The pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith respect to pro forma financial statements and have been properly compiled on the bases described therein, and the 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. No other 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. All disclosures contained incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the 1933 Act and the 0000 Xxx) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K under or the 1933 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 or other financial data filed with the Commission as a part of the Registration Statement, the General Disclosure Package and the ProspectusAct Regulations.

Appears in 2 contracts

Samples: Deposit Agreement (Ascendis Pharma a/S), Underwriting Agreement (Ascendis Pharma a/S)

Financial Statements; Non-GAAP Financial Measures. The consolidated financial statements filed with of the Commission Company and its consolidated subsidiaries set forth in or incorporated by reference as a part of in the Registration Statement, the General Disclosure Package Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position position, results of operations and cash flows of the Company as of and its consolidated subsidiaries at the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified. Such , and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved (“GAAP”), except as may be expressly stated in the related notes theretootherwise noted therein). The interactive data supporting schedules, if any, set forth in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement or the Prospectus present fairly presents in accordance with GAAP the information called for required to be stated therein. Any selected historical operating and financial data set forth in or incorporated by reference in the Registration Statement or the Prospectus present fairly, in all material respects respects, the information shown therein at the respective dates and has periods specified and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements set forth in or incorporated by reference in the Registration Statement or the Prospectus. The financial statements of the businesses or properties acquired or proposed to be acquired, if any, included in, or incorporated by reference into, the Registration Statement or the Prospectus present fairly the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with the applicable financial statement requirements of Rule 3-05 or Rule 3-14 of Regulation S-X with respect to real estate operations acquired or to be acquired. In addition, any pro forma financial statements and the related notes thereto set forth in or incorporated by reference in the Registration Statement or the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No with respect to pro forma financial statements and have been properly compiled on the basis described therein, and the 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; other than as set forth therein, the Company is not required to include any financial statements or supporting schedules are pro forma financial statements in the Registration Statement or the Prospectus under the Securities Act or any document required to be included in filed with the Registration Statement, Commission under the General Disclosure Package or the ProspectusExchange Act. All disclosures contained in the Registration Statement, the General Disclosure Package Statement or the Prospectus and any free writing prospectus, that constitute regarding “non-GAAP financial measures measures” (as such term is defined by the rules and regulations under of the 1933 Act and the 0000 XxxCommission) comply in all material respects with Regulation G under the 1934 Act and Item 10 of Regulation S-K under K, to the 1933 Act, as extent 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 or other financial data filed with the Commission as a part of the Registration Statement, the General Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Apple Hospitality REIT, Inc.), Equity Distribution Agreement (Apple Hospitality REIT, Inc.)

Financial Statements; Non-GAAP Financial Measures. The consolidated financial statements filed with the Commission and included or incorporated by reference as a part of in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly fairly, in all material respects respects, the consolidated financial position of the Company as of and its consolidated subsidiaries at the dates indicated and the results statement of their operationsincome, changes in stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. Such ; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved involved; and the supporting schedules to said financial statements, if any, present fairly, in all material respects, in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 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” (“GAAP”as such term is defined by the rules and regulations of the Commission), except as may be expressly stated in if any, comply with Regulation G of the related notes thereto1934 Act and Item 10 of Regulation S-K of the 1933 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included incorporated by reference in the Registration Statement 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. No other financial statements or supporting schedules are required to be included in the Registration Statement, the General Disclosure Package or the Prospectus. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the 1933 Act and the 0000 Xxx) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K under the 1933 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 or other financial data filed with the Commission as a part of the Registration Statement, the General Disclosure Package and the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Credit Acceptance Corp)

Financial Statements; Non-GAAP Financial Measures. The consolidated financial statements filed statements, together with the Commission related notes and incorporated by reference as a part of schedules, included in the Registration Statement, the General Disclosure Package and the Prospectus, comply in all material respects with the applicable requirements of the Act and present fairly in all material respects the consolidated financial position of the Company as of the dates indicated and the results of their operations, changes in stockholders’ equity operations and cash flows of the entities purported to be shown thereby, at the indicated dates and for the periods specifiedindicated periods. Such financial statements and related schedules have been prepared in conformity accordance with generally accepted accounting principles as GAAP, consistently applied in the United States applied on a consistent basis throughout the periods involved (“GAAP”)involved, except as may be expressly stated in the related notes theretodisclosed therein, and all adjustments necessary for a fair presentation of results for such periods have been made. The interactive pro forma financial statements, if any, or data in eXtensible Business Reporting Language included in the Registration Statement or the Prospectus, if any, comply with the applicable requirements of the Act and the Exchange Act, and the assumptions used in the preparation of such pro forma financial statements and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions or circumstances described therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data. Any non-GAAP financial measure (as such term is defined by the rules and regulations of the Commission), contained in the Registration Statement, the Disclosure Package and the Prospectus has been derived from the accounting records of the Company or its predecessors for accounting purposes, fairly presents in all material respect the information called for purported to be shown thereby and complies in all material respects with Regulation G of the Exchange Act, and has been prepared in accordance with Item 10 of Regulation S-K under the Commission’s rules and guidelines applicable theretoAct, to the extent applicable. No other There are no financial statements (historical or supporting schedules pro forma) that are required to be included in the Registration Statement, the General Disclosure Package or the Prospectus. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (are not included as defined by the rules and regulations under the 1933 Act and the 0000 Xxx) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K under the 1933 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 or other financial data filed with the Commission as a part of the Registration Statement, the General Disclosure Package and the Prospectusrequired.

Appears in 1 contract

Samples: Equity Distribution Agreement (Emergent BioSolutions Inc.)

Financial Statements; Non-GAAP Financial Measures. The consolidated financial statements filed with the Commission and included or incorporated by reference as a part of in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company as of and its consolidated subsidiaries at the dates indicated and the results statement of their operations, changes in stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. Such ; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved (“GAAP”)presented. The supporting schedules, except if any, included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited or unaudited, as applicable, financial statements included therein. The financial statements of the businesses or properties acquired or proposed to be acquired, if any, or related tenants, as the case may be expressly stated be, included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in all material respects in accordance with the applicable financial statement requirements of the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations. The pro forma financial statements and the related notes thereto, if any, included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the 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. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act, the 1933 Act Regulations, the 1934 Act or 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 in all material respects 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 included incorporated by reference in the Registration Statement 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. No other financial statements or supporting schedules are required to be included in the Registration Statement, the General Disclosure Package or the Prospectus. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the 1933 Act and the 0000 Xxx) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K under the 1933 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 or other financial data filed with the Commission as a part of the Registration Statement, the General Disclosure Package and the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (National Health Investors Inc)

Financial Statements; Non-GAAP Financial Measures. The consolidated financial statements filed with the Commission and incorporated by reference as a part of included in the Registration Statement, the General Disclosure Package and the Prospectus, present fairly together with the related schedules and notes, comply in all material respects with the applicable requirements of the 1933 Act and present fairly the consolidated financial position of the Company as of and its consolidated subsidiaries at the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. Such ; said financial statements have been prepared in conformity with generally accepted accounting principles International Financial Reporting Standards (“IFRS”) as applied issued by the International Accounting Standards Board and in compliance with the United States financial reporting requirements of Danish law, in each case applied on a consistent basis throughout the periods involved (“GAAP”)except unaudited financial statements, except which are subject to normal year-end adjustment and do not contain certain footnotes as may be expressly stated in permitted by IAS 34 Interim Financial Reporting and the related notes theretoapplicable rules of the Commission. The interactive supporting schedules, if any, present fairly, in all material respects, in accordance with IFRS the information required to be stated therein. The selected financial data in eXtensible Business Reporting Language and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus have been derived from the accounting records of the Company and its consolidated subsidiaries, present fairly presents the information called for in all material respects shown therein and has have been prepared in accordance compiled on a basis consistent with that of the Commission’s rules and guidelines applicable theretoaudited financial statements included therein. No other pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the ProspectusProspectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus and any free writing prospectus, that constitute regarding “non-GAAP financial measures measures” (as such term is defined by the rules and regulations under of the 1933 Act and the 0000 XxxCommission) comply with Regulation G under of the 1934 Act Act, and Item 10 of Regulation S-K under K, to the 1933 Act, as extent 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 or other financial data filed with the Commission as a part of the Registration Statement, the General Disclosure Package and the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Forward Pharma a/S)

Financial Statements; Non-GAAP Financial Measures. The consolidated financial statements filed with the Commission and incorporated by reference as a part of included in the Registration Statement, the General Disclosure Package and the Prospectus, present fairly together with the related schedules and notes, comply as to form in all material respects with Regulation S-X under the consolidated 1933 Act and present fairly, in all material respects, the financial position of the Company and its consolidated Subsidiary (as of defined below) at the dates indicated and the results statement of their operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiary for the periods specified. Such ; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved (“GAAP”)involved, except as may be expressly stated in the related notes theretocase of unaudited interim financial statements, which are subject to normal year end audit adjustments and exclude certain footnotes as permitted by applicable rules of the Commission. The interactive supporting schedules, if any, present fairly, in all material respects, in accordance with GAAP the information required to be stated therein. The selected financial data in eXtensible Business Reporting Language and the summary financial information included in the Registration Statement fairly presents Statement, the information called for General Disclosure Package and the Prospectus present fairly, in all material respects respects, the information shown therein and has have been prepared in accordance compiled on a basis consistent with that of the Commission’s rules and guidelines applicable theretoaudited financial statements included therein. No other 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 ProspectusProspectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus and any free writing prospectus, that constitute regarding “non-GAAP financial measures measures” (as such term is defined by the rules and regulations under of the 1933 Act and the 0000 XxxCommission) comply with Regulation G under of the Securities Exchange Act of 1934, as amended (the “1934 Act Act”), and Item 10 of Regulation S-K under K, to the 1933 Act, as extent 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 or other financial data filed with the Commission as a part of the Registration Statement, the General Disclosure Package and the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Eliem Therapeutics, Inc.)

Financial Statements; Non-GAAP Financial Measures. The consolidated financial statements filed with of the Commission and Company included in or incorporated by reference as a part of into the Registration Statement, the General Disclosure Package Statement and the Prospectus, together with the related notes and schedules, present fairly in all material respects the consolidated financial position of the Company and its respective consolidated Subsidiaries on a consolidated basis as of the dates indicated and the consolidated results of their operations, cash flows and changes in stockholders’ equity and cash flows of the Company for the periods specified. Such financial statements specified and have been prepared in compliance with the requirements of the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout during the periods involved involved. The balance sheet of the Company included in or incorporated by reference into the Registration Statement and the Prospectus, together with the related schedules and notes, presents fairly in all material respects the financial position of the Company at the dates indicated. Any pro forma financial statements or data included in or incorporated by reference into the Registration Statement and the Prospectus comply with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation of such pro forma financial statements and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions or circumstances described therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data. The other financial and statistical data contained in or incorporated by reference into the Registration Statement and the Prospectus are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company and the Subsidiaries. There are no financial statements (“GAAP”historical or pro forma) or related schedules that are required to be included in or incorporated by reference into the Registration Statement or the Prospectus that are not included or incorporated by reference as required. None of the Company nor any of the Subsidiaries have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), except as may be expressly stated not described in the related notes theretoRegistration Statement and the Prospectus. All disclosures contained in or incorporated by reference into the Registration Statement 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 under the 1934 Act and Item 10 of Regulation S-K, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language included incorporated by reference in the Registration Statement and the Prospectus, if any, 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. No other financial statements or supporting schedules are required to be included in the Registration Statement, the General Disclosure Package or the Prospectus. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the 1933 Act and the 0000 Xxx) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K under the 1933 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 or other financial data filed with the Commission as a part of the Registration Statement, the General Disclosure Package and the Prospectus.

Appears in 1 contract

Samples: Dealer Manager Agreement (Lument Finance Trust, Inc.)

Financial Statements; Non-GAAP Financial Measures. The consolidated financial statements filed with the Commission and included or incorporated by reference as a part of in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company as of and its consolidated subsidiaries at the dates indicated and the results statement of their operations, changes in stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. Such ; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved (“GAAP”)presented. The supporting schedules, except if any, included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited or unaudited, as applicable, financial statements included therein. The financial statements of the businesses or properties acquired or proposed to be acquired, if any, or related tenants, as the case may be expressly stated be, included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in all material respects in accordance with the applicable financial statement requirements of the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations. The pro forma financial statements and the related notes thereto, if any, included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the 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. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations. Any summarized financial information with respect to the Guarantors included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus complies as to form in all material respects with the applicable accounting requirements under Regulation S-X of the 1933 Act. 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 in all material respects 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 included incorporated by reference in the Registration Statement 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. No other financial statements or supporting schedules are required to be included in the Registration Statement, the General Disclosure Package or the Prospectus. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the 1933 Act and the 0000 Xxx) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K under the 1933 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 or other financial data filed with the Commission as a part of the Registration Statement, the General Disclosure Package and the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (National Health Investors Inc)

Financial Statements; Non-GAAP Financial Measures. The consolidated financial statements filed with of the Commission Operating Partnership and of the Company and their respective consolidated subsidiaries and consolidated joint ventures set forth in or incorporated by reference as a part of in the Registration Statement, the General Disclosure Package and or the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company as of the dates indicated and the position, results of their operations, changes in stockholders’ equity operations and cash flows of the Operating Partnership and the Company and their respective consolidated subsidiaries and consolidated joint ventures at the dates and for the periods specified. Such , and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved (“GAAP”)involved. The supporting schedules, except as may if any, set forth in or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus present fairly in accordance with GAAP the information required to be expressly stated therein. Any selected historical operating and financial data set forth in or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with the books and records of the Operating Partnership and the Company and that of the audited financial statements set forth in or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus. The financial statements of the businesses or properties acquired or proposed to be acquired, if any, included in, or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with the applicable financial statement requirements of Rule 3‑05 or Rule 3‑14 of Regulation S‑X. In addition, any pro forma financial statements and the related notes theretothereto set forth in or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein, and the 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; other than as set forth therein, the Operating Partnership and the Company are not required to include any financial statements or pro forma financial statements in the Registration Statement, the Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations or any document required to be filed with the Commission under the 1934 Act or the 1934 Act Regulations. All disclosures contained in the Registration Statement, the Disclosure Package or 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 1934 Act and the 1934 Act Regulations and Item 10 of Regulation S‑K under the 1933 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus fairly presents the required 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 General Disclosure Package or the Prospectus. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the 1933 Act and the 0000 Xxx) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K under the 1933 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 or other financial data filed with the Commission as a part of the Registration Statement, the General Disclosure Package and the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (CBL & Associates Limited Partnership)

Financial Statements; Non-GAAP Financial Measures. The consolidated historical financial statements filed with of the Commission and Company included or incorporated by reference as a part of in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company as of and its consolidated subsidiaries (the “subsidiaries” and each, a “subsidiary”) at the dates indicated and the results statement of their operations, changes in stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. Such ; said financial statements have been prepared in conformity with accounting principles generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved (“GAAP”)involved, except except, in the case of unaudited interim financial statements, subject to normal year-end audit adjustments and the exclusion of certain footnotes as may permitted by the applicable rules of the Commission. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be expressly stated therein. The selected financial data and the summary financial information included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. To the Company’s knowledge, the historical financial statements relating to Rasmussen and the related notes theretothereto filed with the Company’s Current Report on Form 8-K filed on February 11, 2021 present fairly, in all material respects, the consolidated financial position of Rasmussen as of the dates indicated, solely as it relates to Rasmussen and its subsidiary for the periods specified, and such financial statements have been prepared in conformity with GAAP throughout the periods involved. The pro forma financial information of the Company and the related notes thereto filed with the Company’s Current Report on Form 8-K filed on February 11, 2021 has been prepared in all material respects accordance with the Commission’s rules and guidance with respect to pro forma financial information, and the material assumptions underlying such pro forma financial information are reasonable and are set forth in each of the Registration Statement, the General Disclosure Package and the Prospectus to the extent applicable. 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 in all material respects 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 included incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s 's rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the General Disclosure Package or the Prospectus. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the 1933 Act and the 0000 Xxx) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K under the 1933 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 or other financial data filed with the Commission as a part of the Registration Statement, the General Disclosure Package and the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (American Public Education Inc)

Financial Statements; Non-GAAP Financial Measures. (A) The consolidated financial statements filed with of the Commission Company and its subsidiaries included or incorporated by reference as a part of in the Registration Statement, the General Disclosure Package Package, the Pricing Prospectus, the Prospectus and the ProspectusRights Circular, together with the related notes, present fairly fairly, in all material respects respects, the consolidated financial position of the Company as of and its consolidated subsidiaries at the dates indicated and the results of their operations, changes in stockholders’ equity operations and cash flows of the Company and its consolidated subsidiaries for each of the periods specified; (B) the consolidated financial statements of Aquarius Platinum Limited (“Aquarius”) included or incorporated by reference in the Registration Statement, the General Disclosure Package, the Pricing Prospectus, the Prospectus and the Rights Circular, together with the related notes, present fairly, in all material respects, the consolidated financial position of Aquarius at the dates indicated and the consolidated results of operations and its cash flows for each of the periods specified; (C) the abbreviated financial information of the Rustenburg Operations included or incorporated by reference in the Registration Statement, the General Disclosure Package, the Pricing Prospectus, the Prospectus and the Rights Circular, together with the summary of significant accounting policies and other explanatory information, present fairly, in all material respects, the assets acquired and liabilities assumed of the Rustenburg Operations at the dates indicated and its direct expenses for the periods specified. Such ; said financial statements have been prepared in conformity with generally accepted accounting principles International Financial Reporting Standards (“IFRS”) as applied in issued by the United States International Accounting Standards Board applied on a consistent basis throughout the periods involved involved; and (D) the consolidated financial statements of Stillwater and its subsidiaries included or incorporated by reference in the Registration Statement, the General Disclosure Package, the Pricing Prospectus, the Prospectus and the Rights Circular, together with the related schedules and notes, present fairly, in all material respects, the financial position of Stillwater and its consolidated subsidiaries at the dates indicated and the results of operations and its cash flows for each of the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), except as may be expressly stated in ) applied on a consistent basis throughout the related notes theretoperiods involved. The interactive selected financial data in eXtensible Business Reporting Language and the summary financial information included in the Registration Statement fairly presents Statement, the information called for General Disclosure Package, the Pricing Prospectus, the Prospectus and the Rights Circular present fairly, in all material respects respects, the information shown therein and, except as otherwise set forth in the Registration Statement, the General Disclosure Package, the Pricing Prospectus, the Prospectus and has the Rights Circular, as the case may be, have been compiled on a basis consistent with that of the audited financial statements included therein. The pro forma financial information and the related notes thereto included in the Registration Statement, the General Disclosure Package, the Pricing Prospectus and the Prospectus have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith respect to pro forma financial statements and have been properly compiled on the bases described therein, and the 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. No other Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package Package, the Pricing Prospectus or the ProspectusProspectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package Package, the Pricing Prospectus or the Prospectus and any free writing prospectusProspectus, that constitute or incorporated by reference therein, regarding “non-GAAP financial measures measures” (as such term is defined by the rules and regulations under of the 1933 Act and the 0000 XxxCommission) comply in all material respects with Regulation G under the 1934 Act and Item 10 of Regulation S-K under of the 1933 Act, as to the extent 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 or other financial data filed with the Commission as a part of the Registration Statement, the General Disclosure Package and the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Sibanye Gold LTD)

AutoNDA by SimpleDocs

Financial Statements; Non-GAAP Financial Measures. The consolidated historical financial statements filed with (including the Commission related notes and supporting schedules) included or incorporated by reference as a part of in the Registration Statement, the General Disclosure Package and the Prospectus, present fairly Prospectus comply as to form in all material respects with the consolidated requirements of Regulation S-X under the 1933 Act, are accurate in all material respects and present fairly the financial position of the Company as of on a consolidated basis at the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified. Such indicated; said financial statements have been prepared in conformity with accounting principles generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved (“GAAP”)involved. The supporting schedules, except as may if any, present fairly in accordance with GAAP the information required to be expressly stated therein. The selected financial data included or incorporated by reference in the related notes theretoRegistration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein in all material respects and have been compiled on a basis consistent with that of the audited financial statements included therein. All disclosures included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects 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 included incorporated by reference in the Registration Statement Statement, the General Disclosure Package or 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 theretothereto in all material respects. No other financial statements or supporting schedules are required to be included in the Registration Statement, the General Disclosure Package or the Prospectus. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the 1933 Act and the 0000 Xxx) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K under the 1933 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 or other financial data filed with the Commission as a part Each of the Registration Statement, the General Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus as being a Subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock other than such dividends or distributions that are in the ordinary course and consistent with past practice or any special, one-time dividend or distribution that in the aggregate is less than $600,000, (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries, or, other than in the course of business, any grants under any stock compensation plan, and (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

Appears in 1 contract

Samples: Underwriting Agreement (Terra Property Trust, Inc.)

Financial Statements; Non-GAAP Financial Measures. The consolidated financial statements filed with the Commission and incorporated by reference as a part of included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly fairly, in all material respects respects, the consolidated financial position of the Company as of and Senseonics at the dates indicated and the results statement of their operations, changes in stockholders’ equity and cash flows of the Company and Senseonics for the periods specified. Such ; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved (“GAAP”)except, except as may be expressly stated in the related notes theretocase of unaudited financial statements, subject to normal year-end audit adjustments and the exclusion of certain footnotes as permitted by the applicable rules of the Commission. The interactive selected financial data in eXtensible Business Reporting Language and the summary financial information included in the Registration Statement fairly presents Statement, the information called for General Disclosure Package and the Prospectus present fairly, in all material respects respects, the information shown therein and has have been compiled on a basis consistent with that of the audited financial statements included therein. The pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith respect to pro forma financial information and have been properly compiled on the bases described therein, and the 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. No other 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. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the 1933 Act and the 0000 Xxx) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K under or the 1933 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 or other financial data filed with the Commission as a part of the Registration Statement, the General Disclosure Package and the ProspectusAct Regulations.

Appears in 1 contract

Samples: Underwriting Agreement (Senseonics Holdings, Inc.)

Financial Statements; Non-GAAP Financial Measures. The consolidated financial statements filed with the Commission and incorporated by reference as a part of included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly fairly, in all material respects respects, the consolidated financial position of the Company as Company/Companies and its/their consolidated subsidiaries (for the purposes of this Section(1)(a)(ix), for the six months ended June 20, 2021, “Company” refers to Delimobil Holding S.A., and for the years ended December 31, 2020 and 2019 and for the six months ended June 20, 2020, “Companies” refers to Carsharing Russia LLC, Anytime LLC and SMM LLC) at the dates indicated and the results combined and consolidated statements of their operationsprofit or loss and other comprehensive income, changes in stockholders’ equity and cash flows of the Company/Companies and its/their consolidated subsidiaries for the periods specified. Such ; said financial statements have been prepared in conformity with generally accepted accounting principles International Financial Reporting Standards (“IFRS”) as applied in issued by the United States International Accounting Standards Board applied on a consistent basis throughout the periods involved (“GAAP”), except as may be expressly stated in the related notes theretoinvolved. The interactive supporting schedules, if any, present fairly in accordance with IFRS the information required to be stated therein in all material respects. The selected financial data in eXtensible Business Reporting Language and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly presents the information called for in all material respects the information shown therein and has have been prepared in accordance compiled on a basis consistent with that of the Commission’s rules and guidelines applicable theretoaudited financial statements included therein. No other 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 ProspectusProspectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus and any free writing prospectus, that constitute regarding “non-GAAP financial measures measures” (as such term is defined by the rules and regulations under of the 1933 Act and the 0000 XxxCommission) comply with Regulation G under of the 1934 Act and Item 10 of Regulation S-K under of the 1933 Act, as to the extent 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 or other financial data filed with the Commission as a part of the Registration Statement, the General Disclosure Package and the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Delimobil Holding S.A.)

Financial Statements; Non-GAAP Financial Measures. The consolidated financial statements filed with the Commission and incorporated by reference as a part of included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly fairly, in all material respects respects, the consolidated financial position of the Company as of and its consolidated subsidiaries at the dates indicated and the its results of their operations, changes in stockholders’ equity and cash flows for the periods specified. Such ; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved (“GAAP”), except as may be expressly stated in the related notes theretoset forth therein and except for any preparation of non-GAAP measures). The interactive data in eXtensible Business Reporting Language included in the Registration Statement supporting schedules, if any, present fairly presents the information called for in all material respects and has been prepared in accordance with GAAP the Commission’s rules information required to be stated therein. The selected financial data and guidelines applicable theretothe summary financial information included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly and accurately, in all material respects, the information shown therein and have been compiled on a basis consistent, in all material respects, with that of the books and records of the Company and the audited financial statements included or incorporated by reference therein. No other 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. The Company and its subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto) and the Prospectus. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus and any free writing prospectus, that constitute regarding “non-GAAP financial measures measures” (as such term is defined by the rules and regulations under of the 1933 Act and the 0000 XxxCommission) comply in all material respects with Regulation G under of the 1934 Act Act, and Item 10 of Regulation S-K under of the 1933 Act, as to the extent 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 or other financial data filed with the Commission as a part of the Registration Statement, the General Disclosure Package and the Prospectus.

Appears in 1 contract

Samples: Delcath Systems, Inc.

Financial Statements; Non-GAAP Financial Measures. The consolidated audited financial statements filed with the Commission and incorporated by reference as a part of included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related notes, present fairly fairly, in all material respects respects, the consolidated financial position of the Company as of applicable entity to which they relate and its consolidated subsidiaries at the dates indicated and the results statement of their operations, changes in stockholders’ equity and cash flows of the applicable entity to which they relate and its consolidated subsidiaries for the periods specified. Such ; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved (“GAAP”), except as may be expressly stated in the related notes theretoinvolved. The interactive selected financial data in eXtensible Business Reporting Language and the summary financial information included in the Registration Statement fairly presents Statement, the information called for General Disclosure Package and the Prospectus present fairly, in all material respects respects, the information shown therein and has have been compiled on a basis consistent, in all material respects, with that of the audited financial statements included therein. The pro forma financial information and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines applicable theretoguidance with respect to pro forma financial information and have been compiled on the bases described therein, and the 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. No other 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. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the 1933 Act and the 0000 Xxx) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K under or the 1933 ActAct Regulations, 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 including Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement, the General Disclosure Package and the Prospectus.3-05

Appears in 1 contract

Samples: Underwriting Agreement (Montrose Environmental Group, Inc.)

Financial Statements; Non-GAAP Financial Measures. The consolidated historical financial statements filed with (including the Commission related notes and supporting schedules) included or incorporated by reference as a part of in the Registration Statement, the General Disclosure Package and the Prospectus, present fairly Prospectus comply as to form in all material respects with the consolidated requirements of Regulation S-X under the 1933 Act, are accurate in all material respects and present fairly the financial position of the Company as of on a consolidated basis at the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified. Such indicated; said financial statements have been prepared in conformity with accounting principles generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved (“GAAP”)involved. The supporting schedules, except as may if any, present fairly in accordance with GAAP the information required to be expressly stated therein. The selected financial data included or incorporated by reference in the related notes theretoRegistration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein in all material respects and have been compiled on a basis consistent with that of the audited financial statements included therein. All disclosures included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects 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 included incorporated by reference in the Registration Statement Statement, the General Disclosure Package or 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 theretothereto in all material respects. No other financial statements or supporting schedules are required to be included in the Registration Statement, the General Disclosure Package or the Prospectus. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the 1933 Act and the 0000 Xxx) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K under the 1933 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 or other financial data filed with the Commission as a part Each of the Registration Statement, the General Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus as being a Subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries, or, other than in the course of business, any grants under any stock compensation plan, and (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

Appears in 1 contract

Samples: Underwriting Agreement (Terra Property Trust, Inc.)

Financial Statements; Non-GAAP Financial Measures. The consolidated financial statements filed with of the Commission Company and Former F-star included or incorporated by reference as a part of in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related notes and schedules, present fairly in all material respects the consolidated financial position of the Company and the Subsidiaries and Former F-star and its subsidiaries, respectively, as of the dates indicated and the consolidated results of their operations, cash flows and changes in stockholders’ equity of the Company and cash flows the Subsidiaries and Former F-star and its subsidiaries, respectively, for the periods specified. Such financial statements specified and have been prepared in compliance with the requirements of the 1933 Act and 1934 Act and in conformity with United States generally accepted accounting principles (“GAAP”) or International Financial Reporting Standards, as applied in the United States applicable, applied on a consistent basis throughout during the periods involved (“GAAP”)involved. To the extent applicable, except as may be expressly stated in the related notes thereto. The interactive any pro forma financial statements, information or data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus comply with the requirements of Regulation S-X of the 1933 Act, including, without limitation, Article 11 thereof, fairly presents present the information called for set forth herein, and the assumptions used in the preparation of such pro forma financial statements and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the circumstances referred to therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data. The other financial data set forth or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus is accurately and fairly presented, in all material respects respects, and has been prepared in accordance on a basis consistent with the Commission’s rules and guidelines applicable thereto. No other financial statements and books and records of the Company and Former F-star. There are no financial statements (historical or supporting schedules pro forma) that are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus that are not included or incorporated by reference therein as required. The Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations or any “variable interest entities” as that term is used in Accounting Standards Codification Paragraph 000-00-00-00), not disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus and any free writing prospectus, that constitute contain “non-GAAP financial measures measures” (as such term is defined by the rules and regulations under of the 1933 Act and the 0000 XxxCommission) comply comply, in all material respects, with Regulation G under the 1934 Act and Item 10 of Regulation S-K under the 1933 Act, as to the extent applicable. The statistical, industry-related and market-related data included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus were obtained or derived from sources which the Company reasonably and in good faith believes are reliable and accurate, such data agree with the sources from which they are derived, and the Company has obtained the written consent to the use of such data from such sources to the extent required. 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 Public Company Accounting Oversight Board (“PCAOB”), has participated in or otherwise aided the preparation of, or audited, the financial statements statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the General Disclosure Package and the Prospectus.

Appears in 1 contract

Samples: F-Star Therapeutics, Inc.

Financial Statements; Non-GAAP Financial Measures. The consolidated financial statements filed with of the Commission and incorporated by reference as a part of Company included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company as of and its subsidiaries at the dates indicated and the results consolidated statements of their operationsincome, changes in of comprehensive income, of stockholders’ equity and of cash flows of the Company and its subsidiaries for the periods specified. Such ; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved (“GAAP”), except as may be expressly stated in the related notes theretoinvolved. The interactive data in eXtensible Business Reporting Language financial statements of the businesses or properties acquired or proposed to be acquired, if any, included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly presents the information called for in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and has otherwise have been prepared in accordance with, in the case of businesses acquired or to be acquired, the applicable financial statement requirements of Rule 3-05 or, in the case of real estate operations acquired or to be acquired, Rule 3-14 of Regulation S-X. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement, the General Disclosure Package and the Prospectus, if any, present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus, if any, present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith respect to pro forma financial statements and have been properly compiled on the bases described therein, and the 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. No other Except as included in the Registration Statement, the General Disclosure Package and the Prospectus, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, the General Disclosure Package any preliminary prospectus or the ProspectusProspectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus and any free writing prospectusProspectus, that constitute if any, regarding “non-GAAP financial measures measures” (as such term is defined by the rules and regulations under of the 1933 Act and the 0000 XxxCommission) comply in all material respects with Regulation G under the 1934 Act and Item 10 of Regulation S-K under the 1933 Act, as to the extent 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 The interactive data in eXtensible Business Reporting Language incorporated by the PCAOB, has participated reference in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement, the General Disclosure Package and the ProspectusProspectus fairly presents in all material respects the required information and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 1 contract

Samples: Terms Agreement (Irobot Corp)

Financial Statements; Non-GAAP Financial Measures. The consolidated financial statements filed with the Commission and incorporated by reference as a part of included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly fairly, in all material respects respects, the consolidated financial position of the Company as of and its consolidated subsidiaries at the dates indicated and the results statement of their operationsoperations and comprehensive income, changes in redeemable stock and stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. Such ; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved (“GAAP”)involved. The supporting schedules, except as may if any, present fairly, in all material respects, in accordance with GAAP the information required to be expressly stated therein. The summary financial information included in the related notes theretoRegistration Statement, the General Disclosure Package and the Prospectus under the caption “Prospectus Summary—Summary Consolidated Financial and Other Data” present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent, in all material respects, with that of the audited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply, in all material respects, 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 included incorporated by reference in the Registration Statement 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. No other financial statements or supporting schedules are required to be included in the Registration Statement, the General Disclosure Package or the Prospectus. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the 1933 Act and the 0000 Xxx) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K under the 1933 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 or other financial data filed with the Commission as a part of the Registration Statement, the General Disclosure Package and the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Hayward Holdings, Inc.)

Financial Statements; Non-GAAP Financial Measures. The consolidated financial statements filed with of the Commission Operating Partnership and of the Company and their respective consolidated subsidiaries and consolidated joint ventures set forth in or incorporated by reference as a part of in the Registration Statement, the General Disclosure Package and or the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company as of the dates indicated and the position, results of their operations, changes in stockholders’ equity operations and cash flows of the Operating Partnership and the Company and their respective consolidated subsidiaries and consolidated joint ventures at the dates and for the periods specified. Such , and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved (“GAAP”)involved. The supporting schedules, except as may if any, set forth in or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus present fairly in accordance with GAAP the information required to be expressly stated therein. Any selected historical operating and financial data set forth in or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with the books and records of the Operating Partnership and the Company and that of the audited financial statements set forth in or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus. The financial statements of the businesses or properties acquired or proposed to be acquired, if any, included in, or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with the applicable financial statement requirements of Rule 3-05 or Rule 3-14 of Regulation S-X. In addition, any pro forma financial statements and the related notes theretothereto set forth in or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein, and the 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; other than as set forth therein, the Operating Partnership and the Company are not required to include any financial statements or pro forma financial statements in the Registration Statement, the Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations or any document required to be filed with the Commission under the 1934 Act or the 1934 Act Regulations. All disclosures contained in the Registration Statement, the Disclosure Package or 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 1934 Act and the 1934 Act Regulations and Item 10 of Regulation S-K under the 1933 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus fairly presents the required 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 General Disclosure Package or the Prospectus. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the 1933 Act and the 0000 Xxx) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K under the 1933 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 or other financial data filed with the Commission as a part of the Registration Statement, the General Disclosure Package and the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (CBL & Associates Properties Inc)

Financial Statements; Non-GAAP Financial Measures. The consolidated financial statements filed with the Commission and incorporated by reference as a part of included in the Registration Statement, the General Disclosure Package and the Prospectus, present fairly together with the related schedules and notes, comply as to form in all material respects with the consolidated applicable provisions of Regulation S-X under the 1933 Act and present fairly, in all material respects, the financial position of the Company and its consolidated Subsidiaries (as of defined below) at the dates indicated and the results statement of their operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the periods specified. Such ; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved (“GAAP”)involved, except as may be expressly stated in the related notes theretocase of unaudited, interim financial statements, subject to normal year end audit adjustments and the exclusion of certain footnotes as permitted by the applicable rules of the Commission. The interactive supporting schedules, if any, present fairly, in all material respects, in accordance with GAAP the information required to be stated therein. The selected financial data in eXtensible Business Reporting Language and the summary financial information included in the Registration Statement fairly presents Statement, the information called for General Disclosure Package and the Prospectus present fairly, in all material respects respects, the information shown therein and has have been prepared in accordance compiled on a basis consistent with that of the Commission’s rules and guidelines applicable theretoaudited financial statements included therein. No other 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. All disclosures contained incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the 1933 Act and the 0000 Xxx) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K under or the 1933 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 or other financial data filed with the Commission as a part of the Registration Statement, the General Disclosure Package and the ProspectusAct Regulations.

Appears in 1 contract

Samples: Underwriting Agreement (Visterra, Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.