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

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, comply as to form in all material respects with Regulation S-X under the 1933 Act and present fairly, in all material respects, the financial position of the Company at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except, in the case of unaudited interim financial statements, subject to normal year-end adjustments. The supporting schedules, if any, present fairly, in all material respects, in accordance with GAAP the information required to be stated 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. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 3 contracts

Samples: Underwriting Agreement (Provention Bio, Inc.), Underwriting Agreement (Provention Bio, Inc.), Underwriting Agreement (Provention Bio, Inc.)

AutoNDA by SimpleDocs

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules schedules, if any, and notes, comply as to form in all material respects with Regulation S-X under the 1933 Act and present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of 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; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except, in the case of unaudited interim financial statements, subject to normal year-end adjustments. The supporting schedules, if any, present fairly, in all material respects, in accordance with GAAP the information required to be stated 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 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 or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s 's rules and guidelines applicable thereto.

Appears in 3 contracts

Samples: Underwriting Agreement (Hayward Holdings, Inc.), Underwriting Agreement (Hayward Holdings, Inc.), Underwriting Agreement (Hayward Holdings, Inc.)

Financial Statements; Non-GAAP Financial Measures. The historical consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, comply as to form in all material respects with Regulation S-X under the 1933 Act and present fairly, in all material respects, the financial position condition of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholdersowners’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said , and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except, in the case of unaudited interim financial statements, subject to normal year-end adjustmentspresented. The supporting schedules, if any, relating to the Company and its consolidated subsidiaries present fairly, in all material respects, fairly in accordance with GAAP the information required to be stated therein. Except as included thereinor incorporated by reference 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 or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. The interactive data in eXtensible Business Reporting Language included All disclosures contained or incorporated by reference in the Registration Statement, the General Disclosure Package and or the Prospectus fairly presents regarding “non-GAAP financial measures” (as such term is defined by the information called for rules and regulations of the Commission) comply in all material respects with Regulation G under the 1934 Act, and has been prepared Item 10 of Regulation S-K under the 1933 Act, in accordance with each case to the Commission’s rules and guidelines applicable theretoextent applicable.

Appears in 3 contracts

Samples: Sales Agency Agreement (Community Healthcare Trust Inc), Sales Agency Agreement (Community Healthcare Trust Inc), Sales Agency Agreement (Community Healthcare Trust Inc)

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, comply as to form in all material respects with Regulation S-X under the 1933 Act and present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except, . The selected financial data incorporated by reference in the case of unaudited interim financial statementsRegistration Statement, subject to normal year-end adjustments. The supporting schedules, if any, the General Disclosure Package and the Prospectus present fairly, in all material respects, in accordance with GAAP the information required to be stated shown therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference 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. The interactive data in eXtensible Business Reporting Language included or incorporated by reference All disclosures contained in the Registration Statement, the General Disclosure Package and or the Prospectus fairly presents regarding “non-GAAP financial measures” (as such term is defined by the information called for in all material respects rules and has been prepared in accordance with regulations of the Commission’s rules ) comply with Regulation G of the 1934 Act, and guidelines applicable theretoItem 10 of Regulation S-K, to the extent applicable.

Appears in 3 contracts

Samples: Underwriting Agreement (Paratek Pharmaceuticals, Inc.), Underwriting Agreement (Paratek Pharmaceuticals, Inc.), Underwriting Agreement (Paratek Pharmaceuticals, Inc.)

Financial Statements; Non-GAAP Financial Measures. The consolidated financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, comply as to form in all material respects with Regulation S-X under the 1933 Act and present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries at the dates indicated and the consolidated statement of operations, stockholders’ equity deficit and cash flows of the Company and its consolidated subsidiaries for the periods specified; said consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except, . The selected financial data and the summary financial information included in the case of unaudited interim financial statementsRegistration Statement, subject to normal year-end adjustments. The supporting schedules, if any, the General Disclosure Package and the Prospectus present fairly, fairly in all material respects, in accordance with GAAP respects the information required to be stated 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. The interactive data in eXtensible Business Reporting Language included or incorporated by reference All disclosures contained in the Registration Statement, the General Disclosure Package and or the Prospectus fairly presents regarding “non-GAAP financial measures” (as such term is defined by the information called for in all material respects rules and has been prepared in accordance with regulations of the Commission’s rules ) comply with Regulation G of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and guidelines applicable theretoItem 10 of Regulation S-K of the 1933 Act, to the extent applicable.

Appears in 2 contracts

Samples: Underwriting Agreement (Angie's List, Inc.), Underwriting Agreement (Angie's List, Inc.)

Financial Statements; Non-GAAP Financial Measures. The consolidated financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, comply as to form Prospectus present fairly in all material respects with Regulation S-X under the 1933 Act and present fairly, in all material respects, the financial position of the Company at and its consolidated subsidiaries, as of the dates indicated and the statement results of operations, its operations and the changes in its stockholders’ equity and cash flows of the Company for the periods specified; said specified (subject to the omission of footnotes and normal year-end audit and other adjustments, as to any unaudited financial statements), and such financial statements have been prepared in conformity with U.S. the generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except, in the case of unaudited interim financial statementsbasis, subject to normal year-end adjustments. The supporting schedules, if any, present fairly, the limitations set out in all material respects, in accordance with GAAP the information required notes to be stated therein. Except as included therein, no historical or pro forma the respective financial statements or supporting schedules are required to be included or incorporated by reference 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 under the 1933 Act or the 1933 Act Regulations. The interactive data in eXtensible Business Reporting Language included Prospectus, or incorporated by reference in therein, regarding “non-GAAP financial measures” (as such term is defined by the Registration Statement, rules and regulations of the General Disclosure Package and the Prospectus fairly presents the information called for Commission) comply in all material respects with Regulation G of the 1934 Act and has been prepared in accordance with Item 10 of Regulation S-K of the Commission’s rules and guidelines applicable thereto1933 Act, to the extent applicable.

Appears in 2 contracts

Samples: Underwriting Agreement (HD Supply Holdings, Inc.), Underwriting Agreement (HD Supply Holdings, Inc.)

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included in or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, comply as to form in all material respects with Regulation S-X under the 1933 Act and present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement consolidated results of operations, stockholders’ equity their operations and cash flows of the Company for the periods specified; said . Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods involved, except, except as may be expressly stated in the case of unaudited interim financial statements, subject to normal year-end adjustmentsrelated notes thereto. The supporting schedulesselected financial data and the summary financial information included in the Registration Statement, if any, the General Disclosure Package and the Prospectus present fairly, in all material respects, in accordance with GAAP the information required to be stated 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 in the Registration Statement, any preliminary prospectus or incorporated by reference the Prospectus under the Securities Act, the Securities Act Regulations, the Exchange Act or the Exchange Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus under Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the 1933 Act or rules and regulations of the 1933 Act Regulations. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration StatementCommission) comply, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects respects, with Regulation G under the Exchange Act and has been prepared in accordance with Item 10 of Regulation S-K under the Commission’s rules and guidelines applicable theretoSecurities Act, to the extent applicable.

Appears in 1 contract

Samples: Underwriting Agreement (Euronet Worldwide Inc)

AutoNDA by SimpleDocs

Financial Statements; Non-GAAP Financial Measures. The historical financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, comply as to form in all material respects with Regulation S-X under the 1933 Act and present fairly, in all material respects, the financial position condition of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholdersowners’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said , and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except, in the case of unaudited interim financial statements, subject to normal year-end adjustmentspresented. The supporting schedules, if any, relating to the Company and its consolidated subsidiaries present fairly, in all material respects, fairly in accordance with GAAP the information required to be stated therein. Except as included thereinor incorporated by reference 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 or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. The interactive data in eXtensible Business Reporting Language included All disclosures contained or incorporated by reference in the Registration Statement, the General Disclosure Package and or the Prospectus fairly presents regarding “non-GAAP financial measures” (as such term is defined by the information called for rules and regulations of the Commission) comply in all material respects with Regulation G under the 1934 Act, and has been prepared Item 10 of Regulation S-K under the 1933 Act, in accordance with each case to the Commission’s rules and guidelines applicable theretoextent applicable.

Appears in 1 contract

Samples: Underwriting Agreement (Community Healthcare Trust Inc)

Financial Statements; Non-GAAP Financial Measures. The historical consolidated financial statements of the Partnership (or its predecessor) included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notesnotes thereto, comply as to form present fairly in all material respects with Regulation S-X under the 1933 Act and present fairly, in all material respects, the financial position position, results of operations and cash flows of the Company predecessor to the Partnership at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except, in the case of unaudited interim financial statements, subject to normal year-end adjustments. The supporting schedules, if any, present fairly, in all material respects, in accordance with GAAP the information required to be stated involved (except as otherwise noted 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 or the 1933 Act Regulations; and the Partnership Entities 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), the General Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language All disclosures included or incorporated by reference in the Registration Statement, the General Disclosure Package and or the Prospectus fairly presents regarding “non-GAAP financial measures” (as such term is defined by the information called for in all material respects rules and has been prepared in accordance with regulations of the Commission’s rules ) comply with Regulation G of the 1934 Act and guidelines applicable theretoItem 10 of Regulation S-K of the 1933 Act, to the extent applicable.

Appears in 1 contract

Samples: Underwriting Agreement (Western Refining Logistics, LP)

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, comply as to form in all material respects with Regulation S-X under the 1933 Act and present fairly, in all material respects, the financial position of the Company at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except, in the case of unaudited interim financial statements, subject to normal year-year end adjustments. The supporting schedules, if any, present fairly, in all material respects, in accordance with GAAP the information required to be stated 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. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Provention Bio, Inc.)

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