Common use of Financial Statements Clause in Contracts

Financial Statements. The consolidated financial statements of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the consolidated financial position of the Company and its subsidiaries at the dates indicated and the consolidated income, stockholders’ equity and cash flows of the Company and its subsidiaries for the periods specified; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and related notes included in the Registration Statement, the General Disclosure Package and the Prospectus fairly present 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 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; and any pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 13 contracts

Samples: Purchase Agreement (Realty Income Corp), Purchase Agreement (Realty Income Corp), Purchase Agreement (Realty Income Corp)

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Financial Statements. The consolidated historical financial statements of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the consolidated financial position of the Company and its consolidated subsidiaries at included in the dates indicated Registration Statement and the consolidated incomeProspectus present fairly the financial condition, stockholdersresults of operations, shareholders’ equity and cash flows of the Company as of the dates and its subsidiaries for the periods specified; said consolidated financial statements indicated, comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involvedinvolved (except as otherwise noted therein). The supporting schedules included selected financial data set forth under the caption “Selected Financial Information” in the Registration Statement present and the Prospectus fairly present, on the basis stated in accordance with GAAP the Registration Statement and the Prospectus, the information required to be stated included therein. The historical and pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement andand the Prospectus include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, in the case of any such related pro forma dataadjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statement amounts in the pro forma financial statements included in the Registration Statement, the General Disclosure Package Statement and the Prospectus. The pro forma financial statements and related notes included in the Registration Statement, the General Disclosure Package Statement and the Prospectus fairly present comply as to form in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules applicable accounting requirements of Regulation S-X under the Securities Act and guidelines with respect to the pro forma financial statements and adjustments have been properly compiled on applied to the basis described therein, and the assumptions used historical amounts in the preparation thereof are reasonable compilation of those statements. The historical summaries of revenue and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and any pro forma financial information certain operating expenses included in the Registration Statement, the General Disclosure Package Statement and the Prospectus has been accurately present fairly the revenue and appropriately derived therefromthose operating expenses included in such summaries of the properties related thereto for the periods specified in conformity with GAAP. All disclosures Any information contained in the Registration Statement, the General Disclosure Package and Statement or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations in Regulation G of the Commission) comply complies with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act RegulationsCommission, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents or incorporated by reference in the Registration Statement, the General Disclosure Package Statement and the Prospectus fairly presents the information called for in all material respects and has been is prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 12 contracts

Samples: Equity Distribution Agreement (Washington Real Estate Investment Trust), Equity Distribution Agreement (Washington Real Estate Investment Trust), Equity Distribution Agreement (Washington Real Estate Investment Trust)

Financial Statements. The historical financial statements included or incorporated by reference in the Registration Statement and the General Disclosure Package present fairly the financial position of the Company and its consolidated subsidiaries as of the dates shown and the results of operations and cash flows of the Company and its subsidiaries for the periods shown, and such financial statements have been prepared in conformity with GAAP, applied on a consistent basis; and the pro forma financial statements included or incorporated by reference in the General Disclosure Package have been prepared in accordance with the applicable accounting requirements of Regulation S-X under the Act, the assumptions used in preparing the pro forma financial statements included in the Registration Statement and the General Disclosure Package provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma columns therein reflect the proper application of those adjustments to the corresponding historical financial statement amounts. Xxxxx Xxxxxxxx LLP has certified the audited financial statements of the Company included or incorporated by reference in the Registration Statement, General Disclosure Package and the Final Prospectus, and is an independent registered public accounting firm with respect to the Company within the Rules and Regulations and as required by the Act and the applicable rules and guidance from the Public Company Accounting Oversight Board (United States). The other financial and statistical data included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the consolidated financial position of the Company and its subsidiaries at the dates indicated and the consolidated income, stockholders’ equity and cash flows of the Company and its subsidiaries for the periods specified; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Final Prospectus present fairly fairly, in all material respects, the information shown therein and have such data has been compiled on a basis consistent with that the financial statements presented therein and the books and records of the audited financial statements included in Company. The Company does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations or any “variable interest entities” within the Registration Statement andmeaning of Financial Accounting Standards Board Interpretation No. 46), in the case of any such pro forma data, the pro forma financial statements included not disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus. The pro forma There are no financial statements and related notes that are required to be included in the Registration Statement, the General Disclosure Package and or the Final Prospectus fairly present 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 basis described therein, and the assumptions used in the preparation thereof that are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and any pro forma financial information not included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 theretorequired.

Appears in 12 contracts

Samples: Underwriting Agreement (Diamondback Energy, Inc.), Underwriting Agreement (Diamondback Energy, Inc.), Underwriting Agreement (Diamondback Energy, Inc.)

Financial Statements. The consolidated financial statements of the Company included included, or incorporated by reference, in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, as well as those financial statements, schedules and notes of any other entity included therein, present fairly the consolidated financial position of the Company and its subsidiaries respective entity or entities or group presented therein at the respective dates indicated and the consolidated incomestatement of operations, stockholders’ equity and cash flows of such entity, as the Company and its subsidiaries case may be, for the periods specified; said consolidated . Such financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules included schedules, if any, included, or incorporated by reference, in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly fairly, in accordance with GAAP GAAP, the information required to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma the summary financial informationinformation and other financial information and data included, if anyor incorporated by reference, included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement andincluded, in the case of any such pro forma dataor incorporated by reference, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The In addition, any pro forma financial statements information and the related notes included thereto, if any, included, or incorporated by reference in the Registration Statement, the General Disclosure Package and or the Prospectus Prospectus, as applicable, present fairly present in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines and the guidelines of the American Institute of Certified Public Accountants (“AICPA”) and the Public Company Accounting Oversight Board with respect to pro forma financial statements information and have been properly compiled on the basis 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; and any . There are no financial statements (historical or pro forma financial information forma) that are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package and preliminary prospectus or the Prospectus has been accurately and appropriately derived therefromthat are not included or incorporated by reference as required. All disclosures contained in the Registration Statement, the General Disclosure Package and 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 under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 12 contracts

Samples: Underwriting Agreement (Simon Property Group L P /De/), Underwriting Agreement (Simon Property Group L P /De/), Underwriting Agreement (Simon Property Group L P /De/)

Financial Statements. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package Statement and the Prospectus, together with the related schedules and notes, are accurate in all material respects and present fairly the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries (as defined below), at the dates indicated indicated, and the consolidated incomestatement of operations, stockholdersshareholders’ equity and cash flows of the Company and its subsidiaries 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. The supporting schedules included in the Registration Statement schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. No other financial statements are required to be set forth in the Registration Statement or the Prospectus. The historical and pro forma selected financial data, if any, data and historical and pro forma the summary financial information, if any, information included or incorporated by reference in the General Disclosure Package and the Prospectus present fairly the information shown therein and and, where applicable, have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and or the Prospectus. The pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the General Disclosure Package Statement and the Prospectus present fairly present 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 basis 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; and any . Except as included therein, no historical or pro forma financial information statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package and Statement or the Prospectus has been accurately and appropriately derived therefromunder the Securities Act. All disclosures contained in the Registration StatementStatement or the Prospectus, the General Disclosure Package and the Prospectus or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Exchange Act and Item 10 of Regulation S-K of under the 1933 Act RegulationsSecurities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 9 contracts

Samples: Equity Distribution Agreement (Pebblebrook Hotel Trust), Equity Distribution Agreement (Pebblebrook Hotel Trust), Equity Distribution Agreement (Pebblebrook Hotel Trust)

Financial Statements. The consolidated financial statements of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the consolidated financial position of the Company and its subsidiaries at the dates indicated and the consolidated income, stockholders’ equity and cash flows of the Company and its subsidiaries for the periods specified; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The Company’s ratios of earnings to fixed charges and, if applicable, ratios of earnings to combined fixed charges and preferred stock dividends (actual and, if any, pro forma) included in the General Disclosure Package and the Prospectus have been calculated in compliance with Item 503(d) of Regulation S-K of the Commission. The pro forma financial statements and related notes included in the Registration Statement, the General Disclosure Package and the Prospectus fairly present 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 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; and any pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 8 contracts

Samples: Purchase Agreement (Realty Income Corp), Purchase Agreement (Realty Income Corp), Purchase Agreement (Realty Income Corp)

Financial Statements. The consolidated financial statements of the Company included included, or incorporated by reference, in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, as well as those financial statements, schedules and notes of any other entity included therein, present fairly the consolidated financial position of the Company and its subsidiaries respective entity or entities or group presented therein at the respective dates indicated and the consolidated incomestatement of operations, stockholders’ equity and cash flows of such entity, as the Company and its subsidiaries case may be, for the periods specified; said consolidated . Such financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules included schedules, if any, included, or incorporated by reference, in the Registration Statement Statement, General Disclosure Package and the Prospectus present fairly fairly, in accordance with GAAP GAAP, the information required to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma the summary financial informationinformation and other financial information and data included, if anyor incorporated by reference, included in the Registration Statement, General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement andincluded, in the case of any such pro forma dataor incorporated by reference, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The In addition, any pro forma financial statements information and the related notes included thereto, if any, included, or incorporated by reference in the Registration Statement, the General Disclosure Package and or the Prospectus Prospectus, as applicable, present fairly present in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines and the guidelines of the American Institute of Certified Public Accountants (“AICPA”) and the Public Company Accounting Oversight Board with respect to pro forma financial statements information and have been properly compiled on the basis 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; and any . There are no financial statements (historical or pro forma financial information forma) that are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package and preliminary prospectus or the Prospectus has been accurately and appropriately derived therefromthat are not included or incorporated by reference as required. All disclosures contained in the Registration Statement, the General Disclosure Package and 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 under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 7 contracts

Samples: Underwriting Agreement (Simon Property Group Inc /De/), Underwriting Agreement (Simon Property Group Inc /De/), Underwriting Agreement (Simon Property Group L P /De/)

Financial Statements. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package Statement and the Prospectus, together with the related schedules notes and notesschedules, present fairly the consolidated financial position of the Company and its subsidiaries at the Subsidiaries as of the dates indicated and the consolidated income, stockholders’ equity results of operations and cash flows of the Company and its subsidiaries the Subsidiaries for the periods specified; said consolidated financial statements specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout during the periods involved. The supporting schedules selected financial data and the summary financial information included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement andand the Prospectus, in as of and at the case of any such pro forma data, the dates indicated. Any pro forma financial statements or data included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and related notes included in the Registration Statement, the General Disclosure Package Statement and the Prospectus fairly present in all material respects the information shown therein, have been prepared in accordance comply with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on requirements of Regulation S-X of the basis described thereinSecurities Act, including, without limitation, Article 11 thereof, and the assumptions used in the preparation thereof of such pro forma financial statements and data are reasonable and reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; therein and any the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data. The other financial information included data set forth or incorporated by reference in the Registration Statement, the General Disclosure Package Statement and the Prospectus has been is accurately presented and appropriately derived therefromprepared on a basis consistent with the financial statements and books and records of the Company. 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 and the Prospectus. All disclosures contained in the Registration StatementStatement or the Prospectus, including the General Disclosure Package and the Prospectus regarding Incorporated Documents, that contain “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply comply, in all material respects, with Regulation G under the 1934 Exchange Act and Item 10 of Regulation S-K of under the 1933 Act RegulationsSecurities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 6 contracts

Samples: Sales Agreement (Inmune Bio, Inc.), Market Sales Agreement (DARA BioSciences, Inc.), Sales Agreement (Inmune Bio, Inc.)

Financial Statements. The consolidated financial statements statements, including the notes thereto, included in the Registration Statement, the General Disclosure Package and the Prospectus comply in all material respects with the requirements of the Securities Act and the Exchange Act, and present fairly the financial position as of the dates indicated and the cash flows and results of operations for the periods specified of the Company included and its consolidated Subsidiaries. Except as otherwise stated in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the consolidated financial position of the Company and its subsidiaries at the dates indicated and the consolidated income, stockholders’ equity and cash flows of the Company and its subsidiaries for the periods specified; said consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except in the case of unaudited financials, which remain subject to certain year-end adjustments and do not contain certain footnotes. The supporting schedules included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma summary financial informationschedules, if any, included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited required to be stated therein. No other financial statements statements, notes thereto or supporting schedules are required to be included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma other financial statements and related notes data included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly present in all material respects the information shown therein, included therein and have been prepared on a basis consistent with that of the financial statements that are included in the Registration Statement, the General Disclosure Package and the Prospectus and the books and records of the respective entities presented therein. There are no pro forma or as adjusted financial statements which are required to be included in the Registration Statement, the General Disclosure Package and the Prospectus in accordance with the Commission’s rules and guidelines with respect to Regulation S-X which have not been included as so required. The 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; and any pro forma as adjusted financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately properly compiled and appropriately derived therefromprepared in accordance with the applicable requirements of the Securities Act and the rules and regulations thereunder and include all adjustments necessary to present fairly in accordance with GAAP the pro forma and as adjusted financial position of the respective entity or entities presented therein at the respective dates indicated and their cash flows and the results of operations for the respective periods specified. All disclosures contained The assumptions used in preparing the pro forma and pro forma as adjusted financial information included in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by provide a reasonable basis for presenting the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, significant effects directly attributable to the extent applicabletransactions or events described therein. The interactive data in eXtensible Business Reporting Language included in any of the documents incorporated by reference in the Registration Statement, the General Disclosure Package related pro forma and pro forma as adjusted adjustments give appropriate effect to those assumptions; and the Prospectus fairly presents pro forma and pro forma as adjusted financial information reflect the information called for in all material respects and has been prepared in accordance with proper application of those adjustments to the Commission’s rules and guidelines applicable theretocorresponding historical financial statement amounts.

Appears in 6 contracts

Samples: Underwriting Agreement (SeqLL, Inc.), Underwriting Agreement (Key Mining Corp.), Underwriting Agreement (Aclarion, Inc.)

Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package Statement and the Prospectus, together with the related schedules and notes, Prospectus present fairly the consolidated financial position of the Company and its subsidiaries subsidiaries, as the case may be, as of and at the dates indicated and the consolidated incomeresults of their respective operations, stockholders’ equity comprehensive income and cash flows of the Company and its subsidiaries for the periods specified; said consolidated . The supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus present fairly the information required to be stated therein. Such financial statements and supporting schedules comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules selected financial data included or incorporated by reference in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The Any pro forma consolidated financial statements of the Company and related notes its subsidiaries included in the Registration Statement, the General Disclosure Package Prospectus and the Registration Statement or incorporated by reference in the Prospectus and the Registration Statement present fairly present in all material respects the information shown contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the basis described therein, and the assumptions used in the preparation thereof are reasonable and the any pro forma adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; therein and any such pro forma adjustments have been properly applied to the historical amounts in the computation or compilation of such pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefromstatements. All of the disclosures contained in or incorporated by reference into the Registration Statement, the General Disclosure Package and Statement 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 under of the 1934 Exchange Act and Item 10 of Regulation S-K of under the 1933 Act RegulationsSecurities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language No other financial statements (pro forma or otherwise) or supporting schedules are required to be included in any of the documents or incorporated by reference in the Registration Statement, Statement or the General Disclosure Package preliminary prospectus or prospectus. The Company’s ratios of earnings to fixed charges and preferred stock dividends and ratios of earnings to fixed charges included in the Registration Statement and the Prospectus fairly presents have been calculated in compliance with Item 503(d) of Regulation S-K under the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretoSecurities Act.

Appears in 6 contracts

Samples: Equity Distribution Agreement (Sovran Self Storage Inc), Equity Distribution Agreement (Sovran Self Storage Inc), Equity Distribution Agreement (Sovran Self Storage Inc)

Financial Statements. The consolidated financial statements and schedules, and any historical operating and financial data, including the notes thereto, filed with the Commission as a part of the Company Registration Statement and included or incorporated by reference in the Registration Statement, the General Disclosure Package Statement and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated combined financial position of the Company entities presented therein, as of and its subsidiaries at the dates indicated and the consolidated income, stockholders’ equity results of their operations and cash flows of the Company and its subsidiaries for the periods specified; said consolidated . Such financial statements and schedules have been prepared in conformity with generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout through the periods involvedspecified, except as may be expressly stated in the related notes thereto. The supporting schedules included in financial statements of the Registration Statement present fairly in accordance with GAAP the information required businesses or properties acquired or proposed to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma summary financial informationacquired, if any, included in in, or incorporated by reference into, the General Disclosure Package Registration Statement and the Prospectus present fairly in all material respects the information shown therein and set forth therein, have been compiled prepared in conformity with GAAP applied on a consistent basis consistent and otherwise have been prepared in accordance with that the applicable financial statement requirements of the audited financial statements included in the Registration Statement andRule 3-05 or Rule 3-14 of Regulation S-X with respect to real estate operations acquired or to be acquired. In addition, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and the related notes included thereto set forth in or incorporated by reference in the Registration Statement, the General Disclosure Package Statement and the Prospectus present fairly present 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 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; and other than as set forth therein, the Company is not required to include any financial statements or schedules or pro forma financial information included statements or schedules in the Registration Statement, the General Disclosure Package and Statement or the Prospectus has been accurately and appropriately derived therefromunder the Securities Act or any document required to be filed with the Commission under the Exchange Act. All disclosures contained in the Registration Statement, the General Disclosure Package 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 of the 1934 Exchange Act and Item 10 of Regulation S-K of under the 1933 Act RegulationsSecurities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 5 contracts

Samples: Equity Distribution Agreement (Sunstone Hotel Investors, Inc.), Equity Distribution Agreement (Sunstone Hotel Investors, Inc.), Equity Distribution Agreement (Sunstone Hotel Investors, Inc.)

Financial Statements. The historical financial statements included or incorporated by reference in each Registration Statement and the General Disclosure Package present fairly the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows of the Company and its subsidiaries for the periods shown, and such financial statements have been prepared in conformity with GAAP, applied on a consistent basis; and the pro forma financial statements included or incorporated by reference in the General Disclosure Package have been prepared in accordance with the applicable accounting requirements of Regulation S-X under the Act, the assumptions used in preparing the pro forma financial statements included in each Registration Statement and the General Disclosure Package provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma columns therein reflect the proper application of those adjustments to the corresponding historical financial statement amounts. Xxxxx Xxxxxxxx LLP has certified the audited financial statements of the Company included or incorporated by reference in the Registration Statement, General Disclosure Package and the Final Prospectus, and is an independent registered public accounting firm with respect to the Company within the Rules and Regulations and as required by the Act and the applicable rules and guidance from the Public Company Accounting Oversight Board (United States). The other financial and statistical data included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the consolidated financial position of the Company and its subsidiaries at the dates indicated and the consolidated income, stockholders’ equity and cash flows of the Company and its subsidiaries for the periods specified; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Final Prospectus present fairly fairly, in all material respects, the information shown therein and have such data has been compiled on a basis consistent with that the financial statements presented therein and the books and records of the audited financial statements included in Company. The Company does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations or any “variable interest entities” within the Registration Statement andmeaning of Financial Accounting Standards Board Interpretation No. 46), in the case of any such pro forma data, the pro forma financial statements included not disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus. The pro forma There are no financial statements and related notes that are required to be included in the Registration Statement, the General Disclosure Package and or the Final Prospectus fairly present 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 basis described therein, and the assumptions used in the preparation thereof that are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and any pro forma financial information not included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 theretorequired.

Appears in 5 contracts

Samples: Underwriting Agreement (Diamondback Energy, Inc.), Underwriting Agreement (Diamondback Energy, Inc.), Underwriting Agreement (Diamondback Energy, Inc.)

Financial Statements. The consolidated financial statements and any supporting schedules of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus, together with the related schedules and notes, Prospectus present fairly the consolidated financial position of the Company and its consolidated subsidiaries at as of the dates indicated and the consolidated income, stockholders’ equity and cash flows results of the Company and its subsidiaries their respective operations for the periods specified; and, except as otherwise stated in the Registration Statement, the Time of Sale Information and the Prospectus, said consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout basis; and the periods involved. The supporting schedules included or incorporated by reference in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical ; and pro forma the selected financial data, if any, data and historical and pro forma the summary financial information, if any, included or incorporated by reference in the General Disclosure Package Registration Statement, the Time of Sale Information and the Prospectus present fairly the information shown therein as of the dates indicated and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus. The ; and the pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus present fairly present 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 basis 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; and any pro forma financial information the Company’s ratios of earnings to fixed charges included in the Registration Statement, Prospectus under the General Disclosure Package caption “Ratio of Earnings to Fixed Charges” (if applicable) and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in Exhibit 12 to the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the CommissionStatement have been calculated in compliance with Item 503(d) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to Commission as at the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 theretodates indicated therein.

Appears in 5 contracts

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

Financial Statements. The consolidated financial statements of the Company included included, or incorporated by reference, in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, as well as those financial statements, schedules and notes of any other entity included therein, present fairly the consolidated financial position of the Company and its subsidiaries respective entity or entities or group presented therein at the respective dates indicated and the consolidated incomestatement of operations, stockholders’ equity and cash flows of such entity, as the Company and its subsidiaries case may be, for the periods specified; said consolidated . Such financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules included schedules, if any, included, or incorporated by reference, in the Registration Statement Statement, General Disclosure Package and the Prospectus present fairly fairly, in accordance with GAAP GAAP, the information required to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma the summary financial informationinformation and other financial information and data included, if anyor incorporated by reference, included in the Registration Statement, General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement andincluded, in the case of any such pro forma dataor incorporated by reference, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The In addition, any pro forma financial statements information and the related notes included thereto, if any, included, or incorporated by reference in the Registration Statement, the General Disclosure Package and or the Prospectus Prospectus, as applicable, present fairly present in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines and the guidelines of the American Institute of Certified Public Accountants (“AICPA”) and the Public Company Accounting Oversight Board with respect to pro forma financial statements information and have been properly compiled on the basis 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; and any . There are no financial statements (historical or pro forma financial information forma) that are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package and preliminary prospectus or the Prospectus has been accurately and appropriately derived therefromthat are not included or incorporated by reference as required. All disclosures contained in the Registration Statement, the General Disclosure Package and 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 under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 4 contracts

Samples: Underwriting Agreement (Simon Property Group L P /De/), Underwriting Agreement (Simon Property Group L P /De/), Underwriting Agreement (Simon Property Group L P /De/)

Financial Statements. The consolidated financial statements of the Company included included, or incorporated by reference, in the Registration Statement, the General Disclosure Package and the ProspectusProspectus Supplement, together with the related schedules and notes, as well as those financial statements, schedules and notes of any other entity included therein, present fairly the consolidated financial position of the Company and its subsidiaries respective entity or entities or group presented therein at the respective dates indicated and the consolidated incomestatement of operations, stockholders’ equity and cash flows of such entity, as the Company and its subsidiaries case may be, for the periods specified; said consolidated . Such financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules included schedules, if any, included, or incorporated by reference, in the Registration Statement Prospectus Supplement present fairly fairly, in accordance with GAAP GAAP, the information required to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma the summary financial informationinformation and other financial information and data included, if anyor incorporated by reference, included in the General Disclosure Package and the Prospectus Supplement present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement andincluded, or incorporated by reference, in the case of Prospectus Supplement. In addition, any such pro forma data, the pro forma financial statements included information and the related notes thereto, if any, included, or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and related notes included in the Registration Statement, the General Disclosure Package and or the Prospectus Supplement, as applicable, present fairly present in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines and the guidelines of the American Institute of Certified Public Accountants (“AICPA”) and the Public Company Accounting Oversight Board with respect to pro forma financial statements information and have been properly compiled on the basis 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; and any pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and 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 under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 4 contracts

Samples: Underwriting Agreement (Simon Property Group L P /De/), Underwriting Agreement (Simon Property Group L P /De/), Underwriting Agreement (Simon Property Group L P /De/)

Financial Statements. The consolidated historical financial statements of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules (if any) and notes, present fairly in all material respects the consolidated respective financial position of the Company Partnership and its subsidiaries the Predecessor (as defined in the Registration Statement) at the dates indicated and the consolidated incomeresults of operations, stockholderschanges in partnersequity capital and cash flows of the Company and its subsidiaries Predecessor for the periods specified; said consolidated and all such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods involvedinvolved and comply with all applicable accounting requirements under the 1933 Act and the 1933 Act Regulations. The supporting schedules schedules, if any, included in the Registration Statement present fairly fairly, in accordance with GAAP GAAP, the information required to be stated therein. The historical and financial information (other than the pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included ) in the General Disclosure Package Pre-Pricing Prospectus and the Prospectus present under the captions “Summary—Summary Historical and Pro Forma Financial Data” and “Selected Historical and Pro Forma Financial Data” presents fairly in all material respects the information shown therein and have has been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly present 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 basis 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; and any the pro forma information appearing in the Pre-Pricing Prospectus and the Prospectus under the captions “Summary—Summary Historical and Pro Forma Financial Data” and “Selected Historical and Pro Forma Financial Data” presents fairly in all material respects the information shown therein and has been compiled on a basis consistent with that of the pro forma financial information statements included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefromProspectus. All disclosures “non-GAAP financial measures” (as such term is defined in the rules and regulations of the Commission), if any, contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act RegulationsCommission, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 (LRR Energy, L.P.), Underwriting Agreement (LRR Energy, L.P.), Underwriting Agreement (LRR Energy, L.P.)

Financial Statements. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the General Time of Sale Disclosure Package and the Prospectus, together with the related schedules notes and notesschedules, present fairly the consolidated financial position of the Company and its subsidiaries at as of the dates indicated and the consolidated income, stockholders’ equity results of operations and cash flows of the Company and its subsidiaries for the periods specified; said consolidated financial statements specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout during the periods involved. The supporting schedules selected financial data and the summary financial information included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement andand the Prospectus, in as of and at the case of any such pro forma data, the dates indicated. Any pro forma financial statements or data included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and related notes included in the Registration Statement, the General Time of Sale Disclosure Package and the Prospectus fairly present in all material respects the information shown therein, have been prepared in accordance comply with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on requirements of Regulation S-X of the basis described thereinSecurities Act, including, without limitation, Article 11 thereof, and the assumptions used in the preparation thereof of such pro forma financial statements and data are reasonable and reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; therein and any the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data. The other financial information included data set forth or incorporated by reference in the Registration Statement, the General Time of Sale Disclosure Package and the Prospectus has been is accurately presented and appropriately derived therefromprepared on a basis consistent with the financial statements and books and records of the Company. None of the Company nor any Subsidiary (as defined in Section 3(a)(iii) hereof) 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 800-00-00-00), not disclosed in the Registration Statement, Time of Sale Disclosure Package and the Prospectus. All disclosures contained in the Registration Statement, the General Time of Sale Disclosure Package and or the Prospectus regarding Prospectus, including the documents incorporated therein by reference, that contain “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply comply, in all material respects, with Regulation G under the 1934 Exchange Act and Item 10 of Regulation S-K of under the 1933 Act RegulationsSecurities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 (Sonnet BioTherapeutics Holdings, Inc.), Underwriting Agreement (Sonnet BioTherapeutics Holdings, Inc.), Underwriting Agreement (Sonnet BioTherapeutics Holdings, Inc.)

Financial Statements. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package Statement and the Prospectus, together with the related schedules and notes, present fairly the consolidated financial position of the Company and its consolidated subsidiaries at the dates indicated and the consolidated incomestatement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules included in the Registration Statement schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, data and historical and pro forma the summary financial information, if any, information included in the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package Statement and the Prospectus Prospectus, if any, present fairly present 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 basis 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; and any pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus or any Issuer Free Writing Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under of the 1934 Act and Item 10 of Regulation S-K of the 1933 Act RegulationsAct, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents incorporated by reference in the Registration Statement, the General Disclosure Package Statement 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 rules and guidelines applicable thereto.

Appears in 3 contracts

Samples: Equity Distribution Agreement (Highwoods Realty LTD Partnership), Equity Distribution Agreement (Highwoods Realty LTD Partnership), Equity Distribution Agreement (Highwoods Realty LTD Partnership)

Financial Statements. The consolidated historical financial statements and schedules of the Company Partnership and its consolidated subsidiaries included in the Registration StatementPreliminary Prospectus, the General Disclosure Package Prospectus and the Prospectus, together with the related schedules and notes, Registration Statement present fairly the consolidated financial position condition, results of the Company and its subsidiaries at the dates indicated and the consolidated income, stockholders’ equity operations and cash flows of the Company Partnership as of the dates and its subsidiaries for the periods specified; said consolidated financial statements indicated, comply as to form with the applicable accounting requirements of the Act and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involvedinvolved (except as otherwise noted therein). The supporting schedules included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The summary historical and pro forma financial and operating information set forth in the Preliminary Prospectus, the Prospectus and the Registration Statement under the caption “Summary—Summary Historical and Pro Forma Financial and Operating Data” and the selected financial data, if any, and historical and pro forma summary financial information, if any, included and operating information set forth under the caption “Selected Historical and Pro Forma Financial and Operating Data” in the General Disclosure Package and Preliminary Prospectus, the Prospectus present fairly the information shown therein and have been compiled Registration Statement is accurately presented in all material respects and prepared on a basis consistent with that of the audited and unaudited historical financial statements and pro forma financial statements, as applicable, from which it has been derived, unless expressly noted otherwise. The pro forma financial statements included in the Preliminary Prospectus, the Prospectus and the Registration Statement andinclude assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, in the case of any such related pro forma dataadjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statement amounts in the pro forma financial statements included in the Preliminary Prospectus, the Prospectus and the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and related notes included in the Registration StatementPreliminary Prospectus, the General Disclosure Package Prospectus and the Prospectus fairly present Registration Statement comply as to form 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 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; and any pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 applicable accounting requirements of Regulation S-K of X under the 1933 Act Regulations, and the pro forma adjustments have been properly applied to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents incorporated by reference historical amounts 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 theretocompilation of those statements.

Appears in 3 contracts

Samples: Underwriting Agreement (Targa Resources Partners LP), Underwriting Agreement (Targa Resources Partners LP), Underwriting Agreement (Targa Resources Partners LP)

Financial Statements. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the General Time of Sale Disclosure Package and the Prospectus, together with the related schedules notes and notesschedules, present fairly the consolidated financial position of the Company and its subsidiaries at as of the dates indicated and the consolidated income, stockholders’ equity results of operations and cash flows of the Company and its subsidiaries for the periods specified; said consolidated financial statements specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout during the periods involved. The supporting schedules selected financial data and the summary financial information included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement andand the Prospectus, in as of and at the case of any such pro forma data, the dates indicated. Any pro forma financial statements or data included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and related notes included in the Registration Statement, the General Time of Sale Disclosure Package and the Prospectus fairly present in all material respects the information shown therein, have been prepared in accordance comply with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on requirements of Regulation S-X of the basis described thereinSecurities Act, including, without limitation, Article 11 thereof, and the assumptions used in the preparation thereof of such pro forma financial statements and data are reasonable and reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; therein and any the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data. The other financial information included data set forth or incorporated by reference in the Registration Statement, the General Time of Sale Disclosure Package and the Prospectus has been is accurately presented and appropriately derived therefromprepared on a basis consistent with the financial statements and books and records of the Company. None of the Company nor any Subsidiary (as defined in Section 3(a)(iii) hereof) 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, Time of Sale Disclosure Package and the Prospectus. All disclosures contained in the Registration Statement, the General Time of Sale Disclosure Package and or the Prospectus regarding Prospectus, including the documents incorporated therein by reference, that contain “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply comply, in all material respects, with Regulation G under the 1934 Exchange Act and Item 10 of Regulation S-K of under the 1933 Act RegulationsSecurities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 (Better Therapeutics, Inc.), Underwriting Agreement (Synlogic, Inc.), Underwriting Agreement (Synlogic, Inc.)

Financial Statements. The consolidated historical financial statements of the Company included or incorporated by reference in the Registration StatementPreliminary Prospectus, the General Disclosure Package Prospectus and the Prospectus, together with the related schedules and notes, Registration Statement present fairly in all material respects the consolidated financial position condition, results of the Company and its subsidiaries at the dates indicated and the consolidated income, stockholders’ equity operations and cash flows of the Company entities purported to be shown thereby and its subsidiaries on the basis stated therein, as of the dates and for the periods specifiedindicated; said consolidated such financial statements comply as to form with the applicable accounting requirements of Regulation S-X under the Act and have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis throughout the periods involvedinvolved (except as otherwise noted therein). The supporting schedules included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial datahistorical, if anyfinancial, and historical operating information included or incorporated by reference is accurately presented in all material respects and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled prepared on a basis consistent with that of the audited and unaudited historical financial statements statements, as applicable, from which it has been derived. Any pro forma balance sheet included or incorporated by reference in the Preliminary Prospectus, the Prospectus and the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and related notes included in the Registration Statement, the General Disclosure Package and the Prospectus fairly present in all material respects the information shown therein, have been prepared in accordance complies as to form with the Commission’s rules applicable accounting requirements of Regulation S-X under the Act and guidelines with respect to pro forma financial statements and have been properly compiled on includes assumptions that provide a reasonable basis for presenting the basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect significant effects directly attributable to the transactions and circumstances referred to events described therein; and any , the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial information statement amounts in the pro forma balance sheet included in the Preliminary Prospectus, the Prospectus and the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and 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 under of the 1934 Exchange Act and Item 10 of Regulation S-K of the 1933 Act RegulationsAct, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents present the information called for in all material respects and has have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 3 contracts

Samples: Underwriting Agreement (Seadrill Partners LLC), Underwriting Agreement (Seadrill Partners LLC), Underwriting Agreement (Seadrill Partners LLC)

Financial Statements. The consolidated financial statements and any supporting schedules of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus, together with the related schedules and notes, Prospectus present fairly the consolidated financial position of the Company and its consolidated subsidiaries at as of the dates indicated and the consolidated income, stockholders’ equity and cash flows results of the Company and its subsidiaries their respective operations for the periods specified; and, except as otherwise stated in the Registration Statement, the Time of Sale Information and the Prospectus, said consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout basis; and the periods involved. The supporting schedules of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical ; and pro forma the selected financial data, if any, data and historical and pro forma the summary financial information, if any, included or incorporated by reference in the General Disclosure Package Registration Statement, the Time of Sale Information and the Prospectus present fairly the information shown therein as of the dates indicated and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus. The ; and the pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus present fairly present 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 basis 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; and any pro forma financial information the Company’s ratios of earnings to fixed charges included in the Registration Statement, Prospectus Supplement (as defined below) under the General Disclosure Package caption “Ratio of Earnings to Fixed Charges and the Prospectus has been accurately Preferred Stock Dividends” and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Base 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 caption “Ratio of Earnings to Fixed Charges and Preferred Stock Dividends” and in Exhibit 12 to the Registration Statement have been calculated in compliance with Item 10 503(d) of Regulation S-K of the 1933 Act Regulations, to Commission as at the extent applicabledates indicated therein. The interactive data in eXtensible Business Reporting Language included in any of the documents incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Information 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 (Hcp, Inc.), Underwriting Agreement (Hcp, Inc.), Underwriting Agreement (Hcp, Inc.)

Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package Statement and the Prospectus, together with the related schedules and notes, Prospectus present fairly the consolidated financial position of the Company and its subsidiaries subsidiaries, as the case may be, as of and at the dates indicated and the consolidated incomeresults of their respective operations, stockholders’ equity comprehensive income and cash flows of the Company and its subsidiaries for the periods specified; said consolidated . The supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus present fairly the information required to be stated therein. Such financial statements and supporting schedules comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules selected financial data included or incorporated by reference in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The Any pro forma consolidated financial statements of the Company and related notes its subsidiaries included in the Registration Statement, the General Disclosure Package Prospectus and the Registration Statement or incorporated by reference in the Prospectus and the Registration Statement present fairly present in all material respects the information shown contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the basis described therein, and the assumptions used in the preparation thereof are reasonable and the any pro forma adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; therein and any such pro forma adjustments have been properly applied to the historical amounts in the computation of compilation of such pro forma financial information included in statements. All of the disclosures contained or incorporated by reference into the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and Statement 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 under of the 1934 Exchange Act and Item 10 of Regulation S-K of under the 1933 Act RegulationsSecurities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language No other financial statements (pro forma or otherwise) or supporting schedules are required to be included in any of the documents or incorporated by reference in the Registration Statement, Statement or the General Disclosure Package preliminary prospectus or prospectus. The Company’s ratios of earnings to fixed charges and preferred stock dividends and ratios of earnings to fixed charges included in the Registration Statement and the Prospectus fairly presents have been calculated in compliance with Item 503(d) of Regulation S-K under the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretoSecurities Act.

Appears in 3 contracts

Samples: Equity Distribution Agreement (Sovran Self Storage Inc), Equity Distribution Agreement (Sovran Self Storage Inc), Equity Distribution Agreement (Sovran Self Storage Inc)

Financial Statements. The 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, present fairly fairly, in all material respects, the consolidated financial position condition, results of the Company and its subsidiaries at the dates indicated and the consolidated income, stockholders’ equity operations and cash flows of the Company and its subsidiaries consolidated subsidiaries, at the dates indicated and their respective statements of operations, stockholders’ equity and cash flows for the periods specified; said consolidated . Such financial statements have been prepared in compliance with the requirements of the 1933 Act and the 1934 Act and in conformity with accounting principles generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules Any selected financial data and the summary financial information included or incorporated by reference in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial dataStatement, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus present fairly 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 in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. The unaudited pro forma consolidated financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly present fairly, in all material respects respects, the information shown therein, pro forma consolidated results of operations and the financial position of the Company for the periods specified and have been prepared in accordance with Rules 11-01 and 11-02 of Regulation S-X and the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described thereinstatements, and the assumptions used in the preparation thereof are reasonable and reasonable. No other financial statements or schedules are required under the adjustments used therein are appropriate 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations to give effect to the transactions and circumstances referred to therein; and any pro forma financial information be included or incorporated by reference in the Registration Statement, the General Disclosure Package and or the Prospectus has been accurately and appropriately derived therefromProspectus. All To the extent applicable, all disclosures contained in the Registration Statement, the General Disclosure Package and 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 under of the 1934 Act, the 1934 Act Regulations and Item 10 of Regulation S-K of under the 1933 Act RegulationsAct, to the extent as applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 theretorespects.

Appears in 3 contracts

Samples: Letter Agreement (First Pactrust Bancorp Inc), Underwriting Agreement (First Pactrust Bancorp Inc), Underwriting Agreement (First Pactrust Bancorp Inc)

Financial Statements. The consolidated financial statements of the Company Transaction Entities and its subsidiaries included in or incorporated within 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 and its subsidiaries Transaction Entities at the dates indicated and the consolidated incomestatements of operations, changes in stockholders’ equity and cash flows of the Company and its subsidiaries Transaction Entities for the periods specified; and 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 involvedinvolved (except as may be indicated in the notes thereto and subject to normal year-end adjustments in the case of any unaudited interim financial statements) and have been prepared on a consistent basis with the books and records of the Transaction Entities. The supporting schedules included in or incorporated within the Registration Statement Disclosure Package and the Prospectus present fairly in all material respects and in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, data and historical and pro forma the summary financial information, if any, information included in or incorporated within 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 in or incorporated within the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and the related notes thereto included in or incorporated within the Registration Statement, the General Disclosure Package and the Prospectus present fairly present 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 basis 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 statements of certain revenues and any pro forma financial information expenses of the properties acquired included in the Registration Statement, the General Disclosure Package and the Prospectus has present fairly in all material respects the information set forth therein and have been accurately prepared, in all material respects, in accordance with the applicable financial statement requirements of Rule 3-14 of Regulation S-X with respect to real estate operations acquired; to the best knowledge of the Transaction Entities, such financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved; and appropriately derived therefrom. All disclosures contained in to the Registration Statementbest knowledge of the Transaction Entities, the General other financial and statistical data incorporated by reference into the Disclosure Package and the Prospectus presents fairly in all material respects the information shown. No other historical or pro forma financial statements (or schedules) are required by the Securities Act or the Exchange Act to be included in the Disclosure Package or the Prospectus. All disclosures contained or incorporated within the Disclosure Package and the Prospectus, if any, 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 under the 1934 Exchange Act and Item 10 of Regulation S-K of under the 1933 Act RegulationsSecurities Act, to the extent applicable. The Any interactive data in eXtensible Business Reporting Language included in any of or incorporated within the documents incorporated by reference in the Registration Statement, the General Disclosure Package and or 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 theretothereto in all material respects. The financial data set forth in the Prospectus under the caption “Ratio of Earnings to Fixed Charges and Preferred Stock Dividends” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained, incorporated or deemed to be incorporated within the Disclosure Package or the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Healthcare Trust of America Holdings, LP), Underwriting Agreement (Healthcare Trust of America Holdings, LP)

Financial Statements. The consolidated financial statements of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the General Disclosure Package and the ProspectusOffering Memorandum, together with the related schedules and notes, present fairly in all material respects, on the consolidated basis set forth in the General Disclosure Package and the Offering Memorandum, the financial position of the Company and its consolidated subsidiaries at the dates indicated and the consolidated statement of income, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules financial statements of Kodiak and its consolidated subsidiaries included or incorporated by reference in the Registration Statement General Disclosure Package and the Offering Memorandum, together with the related schedules and notes, present fairly in all material respects, on the basis set forth in the General Disclosure Package and the Offering Memorandum, the financial position of Kodiak and its consolidated subsidiaries at the dates indicated and the statement of income, stockholders’ equity and cash flows of Kodiak and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved. The supporting schedules, if any, included or incorporated by reference in the General Disclosure Package and the Offering Memorandum, each as amended or supplemented at such date, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, statements and historical and pro forma summary financial information, if any, the related notes thereto included or incorporated by reference in the General Disclosure Package and the Prospectus Offering Memorandum, each as amended or supplemented at such date, present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and related notes included in the Registration Statement, the General Disclosure Package and the Prospectus fairly present 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 basis 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; and any pro forma . The summary historical financial information included or incorporated in the Registration Statement, the General Disclosure Package and the Prospectus has Offering Memorandum, as amended or supplemented at such date, present fairly in all material respects the information shown therein and have been accurately and appropriately derived therefrom. All disclosures contained compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (Offering Memorandum, each as amended or supplemented at such term is defined date. The Company’s ratio of earnings to fixed charges included or incorporated by the rules and regulations reference in each of the CommissionGeneral Disclosure Package and the Offering Memorandum has been calculated in compliance in all material respects with the requirements of Item 503(d) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of under the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents incorporated by reference in the Registration StatementPreliminary Offering Memorandum, the General Disclosure Package and the Prospectus Offering Memorandum 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. All disclosures included or incorporated by reference in the General Disclosure Package or the Offering Memorandum 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 under the 1933 Act.

Appears in 2 contracts

Samples: Purchase Agreement (Whiting Petroleum Corp), Purchase Agreement (Whiting Petroleum Corp)

Financial Statements. The consolidated historical financial statements of (including the Company related notes and supporting schedules) included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position condition of the Company General Partner, the Partnership and its subsidiaries at Quest Energy Partners Predecessor (as defined in the Registration Statement) as of the dates indicated indicated, and the consolidated income, stockholders’ equity results of operations and cash flows of the Company and its subsidiaries Quest Energy Partners Predecessor, for the periods specified; said consolidated financial statements , comply as to form with the applicable accounting requirements of the Act and have been prepared in conformity accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except to the extent disclosed therein. The supporting schedules pro forma financial statements of the Partnership included in the Registration Statement present fairly in accordance with GAAP Statement, the information required to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package Preliminary Prospectus and the Prospectus present fairly include assumptions that provide a reasonable basis for presenting the information shown therein significant effects directly attributable to the transactions and have been compiled on a basis consistent with that of events described therein, the audited financial statements included in the Registration Statement and, in the case of any such related pro forma dataadjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statement amounts in the pro forma financial statements included in the Registration Statement, the General Disclosure Package Preliminary Prospectus and the Prospectus. The pro forma financial statements and related notes included in the Registration Statement, the General Disclosure Package Preliminary Prospectus and the Prospectus fairly present comply as to form in all material respects with the information shown therein, applicable accounting requirements of Regulation S-X under the Act and the pro forma adjustments have been prepared properly applied to the historical amounts in accordance with the Commission’s rules compilation of those statements. The summary historical 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; and any pro forma financial operating information included set forth in the Registration Statement, the General Disclosure Package Preliminary Prospectus and the Prospectus has been accurately under the caption “Summary—Summary Historical and appropriately derived therefrom. All disclosures contained Pro Forma Financial Data” and the selected historical and pro forma financial and operating information set forth under the caption “Selected Historical and Pro Forma Financial Data” in the Registration Statement, the General Disclosure Package Preliminary Prospectus 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 of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for presented in all material respects and prepared on a basis consistent with the audited and unaudited historical financial statements and pro forma financial statements, as applicable, from which it has been prepared in accordance with the Commission’s rules and guidelines applicable theretoderived, unless expressly noted otherwise.

Appears in 2 contracts

Samples: Underwriting Agreement (Quest Energy Partners, L.P.), Underwriting Agreement (Quest Energy Partners, L.P.)

Financial Statements. The consolidated financial statements and any supporting schedules of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus, together with the related schedules and notes, Prospectus present fairly the consolidated financial position of the Company and its consolidated subsidiaries at as of the dates indicated and the consolidated income, stockholders’ equity and cash flows results of the Company and its subsidiaries their respective operations for the periods specified; and, except as otherwise stated in the Registration Statement, the Time of Sale Information and the Prospectus, said consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout basis; and the periods involved. The supporting schedules of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical ; and pro forma the selected financial data, if any, data and historical and pro forma the summary financial information, if any, included or incorporated by reference in the General Disclosure Package Registration Statement, the Time of Sale Information and the Prospectus present fairly the information shown therein as of the dates indicated and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus. The ; and the pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus present fairly present 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 basis 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; and any pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 2 contracts

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

Financial Statements. The consolidated historical financial statements of the Company included in the each Registration Statement, Statement and the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the consolidated financial position of the Company and its consolidated subsidiaries at as of the dates indicated shown and the consolidated income, stockholders’ equity their results of operations and cash flows of the Company and its subsidiaries for the periods specified; said consolidated shown. Except as disclosed in the General Disclosure Package, such financial statements comply as to form in all material respects with the applicable accounting requirements of Regulation S-X and have been prepared in conformity with generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods involved. The supporting schedules included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected condensed consolidated financial data, if any, information and historical and pro forma summary financial information, if any, the related notes thereto included under the heading “Unaudited Pro Forma Condensed Consolidated Financial Data” in the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and related notes included in the Registration Statement, the General Disclosure Package and the Prospectus fairly present 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 contained therein and have been properly compiled presented on the basis 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; and any . The pro forma adjustments comply as to form with the applicable accounting requirements of Rule 11-02 of Regulation S-X under the Securities Act and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements. Ernst & Young LLP has certified the audited financial information statements of the Company included in the Registration Statement, General Disclosure Package and the Final Prospectus, and is an independent registered public accounting firm with respect to the Company and its subsidiaries within the Rules and Regulations and as required by the Act and the applicable rules and guidance from the Public Company Accounting Oversight Board (United States). PricewaterhouseCoopers, LLP has certified the audited financial statements of Four Star Oil & Gas Company included in the Registration Statement, General Disclosure Package and the Final Prospectus, and is an independent registered public accounting firm with respect to Four Star Oil & Gas Company within the Rules and Regulations and as required by the Act and the applicable rules and guidance from the Public Company Accounting Oversight Board (United States). The other financial and statistical data included in the Registration Statement, the General Disclosure Package and the Final Prospectus present fairly, in all material respects, the information shown therein and such data has been accurately compiled on a basis consistent with the financial statements presented therein and appropriately derived therefromthe books and records of the Company. All disclosures contained The Company does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations or any “variable interest entities” within the meaning of Financial Accounting Standards Board Interpretation No. 46), not disclosed in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP Final Prospectus. There are no 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 of the 1933 Act Regulations, statements that are required to the extent applicable. The interactive data in eXtensible Business Reporting Language be included in any of the documents incorporated by reference in the Registration Statement, the General Disclosure Package and or the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretothat are not included as required.

Appears in 2 contracts

Samples: Underwriting Agreement (EP Energy Corp), Underwriting Agreement (EP Energy Corp)

Financial Statements. The consolidated financial statements of the Company 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, the consolidated financial position of the Company and its consolidated subsidiaries at the dates indicated and the consolidated incomeresults of operations, changes in stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said consolidated and all such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods involvedinvolved and comply with all applicable accounting requirements under the 1934 Act and the 1934 Act Regulations. The supporting schedules of the Company, if any, included in the Registration Statement present fairly fairly, in accordance with GAAP GAAP, the information required to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included information of the Company in the General Disclosure Package Pre-Pricing Prospectus and the Prospectus present under the captions “Summary—Summary Historical and Pro Forma Financial Data” presents fairly the information shown therein and have has been compiled on a basis consistent with that of the audited financial statements included in of the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements Company included in the Registration Statement, the General Disclosure Package and the Prospectus. The Company has reviewed the financial statements of Westfalia with its auditors, PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, and based upon such review, the financial statements (including the related notes thereto) of Westfalia included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, present fairly, in all material respects, the financial position of Westfalia and its consolidated subsidiaries as of the dates indicated and their results of operations and cash flows for the periods specified; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, such financial statements have been prepared in conformity with the generally accepted accounting principles in Germany applied on a consistent basis as in effect as of the dates indicated, except as otherwise noted in such financial statements. The pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly present in all material respects the information shown therein, therein have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements statements, except to the extent the Commission has granted specific relief to the Company from compliance with such rules and guidelines, and have been properly compiled on the basis 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; and any the pro forma financial information appearing in the Pre-Pricing Prospectus and the Prospectus under the caption “Summary—Summary Historical and Pro Forma Financial Data” presents fairly in all material respects the information shown therein and has been compiled on a basis consistent with that of the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefromProspectus. All disclosures “non-GAAP financial measures” (as such term is defined in the rules and regulations of the Commission), if any, contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act RegulationsCommission, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Horizon Global Corp), Horizon Global Corp

Financial Statements. The consolidated financial statements of the 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 and its subsidiaries Subsidiaries (as defined below) at the dates indicated and the consolidated incomestatement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its subsidiaries Subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement, the General Disclosure Package or the Prospectus that are not included as required; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules “Selected Condensed Consolidated Financial Data of Ares Capital” included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial dataStatement, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus present fairly fairly, in all material respects, the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial data set forth in the General Disclosure Package and in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. [The pro forma financial information with respect to the Company and American Capital included under the captions “Unaudited Selected Pro Forma Condensed Consolidated Financial Data,” “Unaudited Pro Forma Per Share Data” and “Unaudited Pro Forma Condensed Consolidated Financial Statements” and elsewhere in the Registration Statement, the General Disclosure Package and the Prospectus present fairly present in all material respects the information shown contained therein, have has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have has been properly compiled presented on the basis 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; and any . There is no other pro forma financial information that is required to be included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (that is not included 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 of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 theretorequired.]

Appears in 2 contracts

Samples: Purchase Agreement (Ares Capital Corp), Purchase Agreement (Ares Capital Corp)

Financial Statements. 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, present fairly the consolidated financial position of (A) the Company and its consolidated subsidiaries and (B) Xxxxxx and its consolidated subsidiaries, in each case at the dates indicated and the consolidated incomestatement of operations, stockholders’ equity and cash flows of (A) the Company and its consolidated subsidiaries and (B) Xxxxxx and its consolidated subsidiaries, in each case 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. The supporting schedules included in the Registration Statement schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, data and historical and pro forma the summary financial information, if any, information included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectustherein. The pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly present 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 basis 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; and any . Except as included therein, no historical or pro forma financial information statements or supporting schedules are required to be included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents or incorporated by reference in the Registration Statement, the General Disclosure Package and or the Prospectus fairly presents under the information called for in all material respects and has been prepared in accordance with 1933 Act or the Commission’s rules and guidelines applicable thereto1933 Act Regulations.

Appears in 2 contracts

Samples: Underwriting Agreement (Triumph Group Inc), Underwriting Agreement (Triumph Group Inc)

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

Appears in 2 contracts

Samples: Underwriting Agreement (Financial Institutions Inc), Underwriting Agreement (Lakeland Bancorp Inc)

Financial Statements. The consolidated financial statements of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the consolidated financial position of the Company and its subsidiaries at the dates indicated and the consolidated income, stockholders’ equity and cash flows of the Company and its subsidiaries for the periods specified; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The Company’s ratios of earnings to fixed charges and, if applicable, ratios of earnings to combined fixed charges and preferred stock dividends (actual and, if any, pro forma) included in the General Disclosure Package and the Prospectus have been calculated in compliance with Item 503(d) of Regulation S-K of the Commission. The pro forma financial statements and related notes included in the Registration Statement, the General Disclosure Package and the Prospectus fairly present 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 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; and any pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 2 contracts

Samples: Purchase Agreement (Realty Income Corp), Purchase Agreement (Realty Income Corp)

Financial Statements. The consolidated financial statements of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly (A) the consolidated combined financial position of the Company Initial Properties (and its subsidiaries certain related assets and liabilities) at the dates indicated and the consolidated combined statements of income, stockholders’ equity ownership interest of HRPT and cash flows of the Company Initial Properties (and its subsidiaries certain related assets and liabilities) for the periods specifiedspecified and (B) the financial position of the Company at the dates indicated; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial dataschedules, if any, present fairly in all material respects the information set forth therein. The selected financial data and historical and pro forma the summary financial information, if any, information included in the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly present 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 basis 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; and any pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and 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 under of the Securities Exchange Act of 1934, as amended (the “1934 Act Act”), and Item 10 of Regulation S-K of under the 1933 Act Regulationsand the 1934 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 2 contracts

Samples: Purchase Agreement (Government Properties Income Trust), Purchase Agreement (Government Properties Income Trust)

Financial Statements. The consolidated financial statements of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the consolidated financial position of the Company and its subsidiaries at the dates indicated and the consolidated income, stockholders’ equity and cash flows of the Company and its subsidiaries for the periods specified; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package Preliminary Prospectuses, the Prospectus and the Prospectus. The Permitted Free Writing Prospectuses, if any, together with the related notes and schedules, present fairly in all material respects the consolidated financial position of the Partnership and the General Partner as of the dates indicated and the consolidated statements of operations, cash flows and changes in partners’ equity of the Partnership and the General Partner for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved; all pro forma financial statements and related notes or data included in the Registration Statement, the General Disclosure Package Preliminary Prospectuses, the Prospectus and the Prospectus fairly present in all material respects Permitted Free Writing Prospectuses, if any, (excluding the pro forma information shown therein, have been prepared in accordance set forth under the caption “Our Cash Distribution Policy and Restrictions on Distributions—Unaudited Pro Forma Available Cash” and the related notes) comply with the Commission’s rules requirements of the Securities Act (including, without limitation, Regulation S-X under the Securities Act) (including, without limitation, Regulation G under the Securities Act and guidelines with respect to pro forma financial statements the Exchange Act), Item 10 under Regulation S-K and have been properly compiled on the basis described thereinFinancial Interpretation No. 46, and the assumptions used in the preparation thereof of such pro forma financial statements and data are reasonable and reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions or circumstances described therein and circumstances referred the pro forma adjustments have been properly applied to thereinthe historical amounts in the compilation of those statements and data; and the other financial and statistical data contained set forth in the Registration Statement, the Preliminary Prospectuses, the Prospectus and any Permitted Free Writing Prospectuses are accurately and fairly presented and prepared on a basis consistent with the financial statements and books and records of the Partnership Entities. The assumptions and forecasts underlying the pro forma information set forth under the caption “Our Cash Distribution Policy and Restrictions on Distributions—Unaudited Pro Forma Available Cash” and the related notes in the Registration Statement, the Preliminary Prospectuses and the Prospectus (and any similar information, if any, contained in any Permitted Free Writing Prospectus) are, in the informed judgment of management of the Partnership Entities, reasonable. There are no financial information statements (historical or pro forma) that are required to be included in the Registration Statement, the General Disclosure Package and any Preliminary Prospectus or the Prospectus has been accurately and appropriately derived therefromthat are not included as required. All disclosures contained 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 StatementStatement (excluding the exhibits thereto), the General Disclosure Package each Preliminary Prospectus 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 of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 theretoProspectus.

Appears in 2 contracts

Samples: Quicksilver Gas Services LP, Quicksilver Gas Services LP

Financial Statements. The consolidated financial statements of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly (A) the consolidated combined financial position of the Company Initial Properties (and its subsidiaries certain related assets and liabilities) at the dates indicated and the consolidated combined statements of income, stockholders’ equity ownership interest of CWH and cash flows of the Company Initial Properties (and its subsidiaries certain related assets and liabilities) for the periods specifiedspecified and (B) the financial position of the Company at the dates indicated; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial dataschedules, if any, present fairly in all material respects the information set forth therein. The selected financial data and historical and pro forma the summary selected financial information, if any, information included in the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly present 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 basis 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; and any pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and 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 under of the Securities Exchange Act of 1934, as amended (the “1934 Act Act”), and Item 10 of Regulation S-K of under the 1933 Act Regulationsand the 1934 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Select Income REIT), Underwriting Agreement (Select Income REIT)

Financial Statements. The consolidated financial statements of the Company and ESK included or incorporated by reference in the Registration Statement, the General Disclosure Package Preliminary Prospectus and the Prospectus, together with the related schedules and notes, present fairly the consolidated financial position of the Company Company, ESK and its their respective consolidated subsidiaries at the dates indicated and the consolidated incomestatement of operations, stockholders’ equity and cash flows of the Company Company, ESK and its their respective consolidated subsidiaries for the periods specified; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules schedules, if any, included or incorporated by reference in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, data and historical and pro forma the summary financial information, if any, information included or incorporated by reference in the General Disclosure Package Preliminary Prospectus and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package Preliminary Prospectus and the Prospectus. The pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the General Disclosure Package Preliminary Prospectus and the Prospectus present fairly present 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 basis 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; and any pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and 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 under of the 1934 Exchange Act and Item 10 of Regulation S-K of under the 1933 Act RegulationsAct, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 2 contracts

Samples: Purchase Agreement (Ceradyne Inc), Purchase Agreement (Ceradyne Inc)

Financial Statements. The consolidated financial statements and the related notes thereto of the Company Company, Gentiva, RehabCare Group, Inc. (“RehabCare”) and Xxxxxx Healthcare Holdings, Inc. (“Xxxxxx”), respectively, included or incorporated by reference in each of the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, Final Prospectus present fairly the consolidated financial position of the Company and its subsidiaries at entities as of the respective dates indicated and the consolidated income, stockholders’ equity results of their operations and the changes in their cash flows of the Company and its subsidiaries for the periods specified; said consolidated such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules covered thereby, and comply as to form with the applicable accounting requirements of the Act; and the other financial information included or incorporated by reference in the Preliminary Prospectus, the Final Prospectus and the Registration Statement present fairly in accordance with GAAP has been derived from the accounting records of the entities to which such financial information required to be stated therein. The historical relates and pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus present presents fairly the information shown therein and have been compiled on a basis consistent with that of the audited thereby. The selected financial statements included data set forth in the Preliminary Prospectus, the Final Prospectus and Registration Statement and, fairly present on the basis stated in the case of any such pro forma dataPreliminary Prospectus, the pro forma financial statements included in Final Prospectus and the Registration Statement, the General Disclosure Package information included therein. The unaudited pro forma condensed combined financial information and the Prospectus. The pro forma financial statements and related notes thereto included or incorporated by reference in each of the Registration Statement, the General Disclosure Package and the Final Prospectus fairly present comply as to form in all material respects with the information shown therein, applicable accounting requirements of Regulation S-X under the Act and the pro forma adjustments have been prepared properly applied to the historical amounts in accordance with the Commission’s rules and guidelines with respect to compilation of those statements; the assumptions underlying such pro forma financial statements information provide a reasonable basis for presenting the significant effects directly attributable to the transactions and have been properly compiled on the basis events described therein, and the related pro forma adjustments give appropriate effect to those assumptions used and the related pro forma adjustments are based on assumptions that, in management’s judgment and subject to the qualifications contained therein, are reasonable in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and any pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations light of the Commission) comply with Regulation G circumstances under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicablewhich they were made. The interactive data in eXtensible Business Reporting Language (“XBRL”) included in any of the documents or incorporated by reference in each of the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been is prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 2 contracts

Samples: Kindred Healthcare, Inc, Kindred Healthcare, Inc

Financial Statements. The consolidated financial statements of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the consolidated financial position of the Company and its subsidiaries at the dates indicated and the consolidated income, stockholders’ equity and cash flows of the Company and its subsidiaries for the periods specified; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The Any pro forma financial statements and related notes included in the Registration Statement, the General Disclosure Package and the Prospectus fairly present 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 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; and any pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 2 contracts

Samples: Purchase Agreement (Realty Income Corp), Purchase Agreement (Realty Income Corp)

Financial Statements. The consolidated financial statements of the Company included in the Registration Statement, the General Disclosure Package and the ProspectusFinal Prospectus present fairly, together with in all material respects, the related schedules and notes, present fairly the consolidated financial position of the Company and its consolidated subsidiaries at as of the dates indicated shown and the consolidated incometheir results of operations, changes in stockholders’ equity and cash flows of the Company and its subsidiaries for the periods specified; said consolidated shown, and such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The No other financial statements or supporting schedules included in the Registration Statement present fairly in accordance with GAAP the information are required to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and or the Final Prospectus. The financial data set forth, or incorporated by reference, in the General Disclosure Package or the Final Prospectus under the caption “Capitalization” fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement andGeneral Disclosure Package or the Final Prospectus. 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 case of any such pro forma datapreparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the General Disclosure Package or the Final Prospectus. The pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and related notes included in the Registration Statement, the General Disclosure Package and the Final Prospectus present fairly present 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 basis 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; and any . Except as included therein, no historical or pro forma financial information statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package and or the Final Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act or the Rules and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Neoleukin Therapeutics, Inc.), Underwriting Agreement (Neoleukin Therapeutics, Inc.)

Financial Statements. The consolidated financial statements of the Company 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, the consolidated financial position and results of operations of the Company and its consolidated subsidiaries at the dates indicated and the consolidated incomestatement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except that interim financial data shall be subject to normal year-end adjustments consistent with past practice. The supporting schedules included schedules, if any, present fairly, in the Registration Statement present fairly all material respects, in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, data and historical and pro forma the summary financial information, if any, information included in the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled prepared on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and related notes included in the Registration Statement, the General Disclosure Package and the Prospectus fairly present 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 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; and any pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and or the Prospectus 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 under of the 1934 Act and Item 10 of Regulation S-K of the 1933 Act RegulationsAct, to the extent applicable. The interactive other financial and statistical information and data in eXtensible Business Reporting Language included in any the Registration Statement, the General Disclosure Package or the Prospectus have been prepared on a basis consistent with the historical consolidated financial statement included in the Registration Statement, the General Disclosure Package or the Prospectus, and the books and records of the documents incorporated by reference Company. The assumptions used in preparing the pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents provide a reasonable basis for presenting the information called for in all material respects significant effects directly attributable to the transactions or events described therein, the related pro forma adjustments give appropriate effect to those assumptions and has been prepared in accordance with the Commission’s rules and guidelines applicable theretopro forma columns therein reflect the proper application of those adjustments to the corresponding historical financial statement amounts.

Appears in 2 contracts

Samples: Underwriting Agreement (GNC Corp), Underwriting Agreement (GNC Corp)

Financial Statements. The consolidated financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the General Pricing Disclosure Package and the Prospectus, together Prospectus comply in all material respects with the related schedules applicable requirements of the Securities Act and notesthe Exchange Act, as applicable, and present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries at as of the dates indicated and the consolidated income, stockholders’ equity results of their operations and the changes in their cash flows of the Company and its subsidiaries for the periods specified; said consolidated such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The covered thereby, except that unaudited interim financial statements are subject to normal year-end audit adjustments and exclude certain footnotes, and any supporting schedules included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus present fairly in accordance all material respects the information required to be stated therein. To the knowledge of the Company, the financial statements (including the related notes thereto) of BVII and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly in all material respects the financial position of BVII and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods covered thereby, except that unaudited interim financial statements are subject to normal year-end audit adjustments and exclude certain footnotes, and any supporting schedules included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly in all material respects the information required to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements information and the related notes thereto included or incorporated by reference in the Registration Statement, the General Pricing Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The pro forma other financial statements and related notes information included or incorporated by reference in the Registration Statement, the General Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries or of Howden and its consolidated subsidiaries, as applicable, and presents fairly present 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 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; and any pro forma financial information thereby. All disclosures included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Pricing Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under of the 1934 Exchange Act and Item 10 of Regulation S-K of the 1933 Act RegulationsSecurities Act, to the extent applicableapplicable thereto. The interactive data in eXtensible Business Reporting Language included in any of the documents or incorporated by reference in the Registration Statement, the General Pricing Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been is prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 2 contracts

Samples: Chart Industries Inc, Chart Industries Inc

Financial Statements. The consolidated financial statements of the Company Carvana Parties included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules (if any) and notes, present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries at the dates indicated and the consolidated incomeresults of operations, changes in stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said consolidated and all such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods involvedinvolved and comply with all applicable accounting requirements under the 1933 Act and the 1933 Act Regulations. The supporting schedules schedules, if any, included in the Registration Statement present fairly fairly, in all material respects and in accordance with GAAP GAAP, the information required to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included information in the General Disclosure Package Pre-Pricing Prospectus and the Prospectus present fairly under the captions “Summary Financial Data” and “Selected Financial Data” presents fairly, in all material respects, the information shown therein and have has been compiled on a basis consistent with that of the audited financial statements included in of the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements Company included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus fairly present fairly, in all material respects 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 basis 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; and any the information appearing in the Pre-Pricing Prospectus and the Prospectus under the caption “Unaudited Pro Forma Consolidated Financial Data” presents fairly, in all material respects, the information shown therein and has been compiled on a basis consistent with that of the pro forma financial information statements included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefromProspectus. All disclosures “non-GAAP financial measures” (as such term is defined in the rules and regulations of the Commission), if any, contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act RegulationsCommission, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Carvana Co.), Underwriting Agreement (Carvana Co.)

Financial Statements. The 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, present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries at the dates indicated and the consolidated incomestatement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said consolidated . Such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as noted therein. The supporting schedules included in the Registration Statement schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, data and historical and pro forma the summary financial information, if any, information included in the General Disclosure Package and the Prospectus present fairly in all material respect the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement andStatement. In addition, in the case of if any such pro forma data, the pro forma financial statements of the Company and its subsidiaries and the related notes thereto are included in the Registration Statement, the General Disclosure Package and the Prospectus. The , such pro forma financial statements and related notes included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly present 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 basis bases described therein, in each case, in all material respects, 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; . If applicable, such pro forma adjustments have been properly applied to the historical amounts in the compilation of the information and any such information fairly presents with respect to the Company and its consolidated subsidiaries, the financial position, results of operations and other information purported to be shown therein at the respective dates and for the respective periods specified. No pro forma financial information is required to be included in the Registration Statement, the General Disclosure Package and or the Prospectus has been accurately and appropriately derived therefromwhich is not so included. All disclosures contained in the Registration Statement, the General Disclosure Package and 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 under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 in all material respects with the Commission’s rules and guidelines applicable thereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Equity One, Inc.), Underwriting Agreement (Equity One, Inc.)

Financial Statements. The consolidated financial statements of the Company included incorporated by reference 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 and its consolidated subsidiaries at the dates indicated and the consolidated incomestatement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules included in the Registration Statement schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, data and historical and pro forma the summary financial information, if any, information included in 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 in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and related notes included in the Registration Statement, the General Disclosure Package and the Prospectus fairly present 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 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; and any pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and or the Prospectus Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under of the 1934 Act and Item 10 of Regulation S-K of the 1933 Act RegulationsAct, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The financial statements of Wood Mackenzie and its consolidated subsidiaries incorporated by reference 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 financial position of Wood Mackenzie and its consolidated subsidiaries at the dates indicated and the statement of income, stockholders’ equity and cash flows of Wood Mackenzie and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) applied on a consistent basis throughout the periods involved. The pro forma condensed consolidated financial statements and the related notes thereto incorporated by reference 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 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 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.

Appears in 2 contracts

Samples: Underwriting Agreement (Verisk Analytics, Inc.), Underwriting Agreement (Verisk Analytics, Inc.)

Financial Statements. The consolidated financial statements of the Company Transaction Entities and its subsidiaries included in or incorporated within 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 and its subsidiaries Transaction Entities at the dates indicated and the consolidated incomestatements of operations, changes in stockholders’ equity and cash flows of the Company and its subsidiaries Transaction Entities for the periods specified; and 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 involvedinvolved (except as may be indicated in the notes thereto and subject to normal year-end adjustments in the case of any unaudited interim financial statements) and have been prepared on a consistent basis with the books and records of the Transaction Entities. The supporting schedules included in or incorporated within the Registration Statement Disclosure Package and the Prospectus present fairly in all material respects and in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, data and historical and pro forma the summary financial information, if any, information included in or incorporated within 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 in or incorporated within the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and the related notes thereto included in or incorporated within the Registration Statement, the General Disclosure Package and the Prospectus present fairly present 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 basis 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 statements of certain revenues and any pro forma financial information expenses of the properties acquired or proposed to be acquired, if any, included in the Registration Statement, the General Disclosure Package and the Prospectus has present fairly in all material respects the information set forth therein and have been accurately and appropriately derived therefromprepared, in all material respects, in accordance with the applicable financial statement requirements of Rule 3-14 of Regulation S-X under the Securities Act with respect to real estate operations acquired or to be acquired. No other historical or pro forma financial statements (or schedules) are required by the Securities Act or the Exchange Act to be included in the Disclosure Package or the Prospectus. All disclosures contained in or incorporated within the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, if any, 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 under the 1934 Exchange Act and Item 10 of Regulation S-K of under the 1933 Act RegulationsSecurities Act, to the extent applicable. The Any interactive data in eXtensible Business Reporting Language included in any of or incorporated within the documents incorporated by reference in the Registration Statement, the General Disclosure Package and or 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 theretothereto in all material respects. The financial data set forth in the Prospectus under the caption “Ratio of Earnings to Fixed Charges and Preferred Stock Dividends” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained, incorporated or deemed to be incorporated within the Disclosure Package or the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Healthcare Trust of America Holdings, LP), Underwriting Agreement (Healthcare Trust of America Holdings, LP)

Financial Statements. The consolidated financial statements of the 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 and its consolidated subsidiaries at the dates indicated and the consolidated incomestatement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its consolidated subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement, the General Disclosure Package or the Prospectus that are not included as required; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules “Selected Financial and Other Data” included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial dataStatement, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus present fairly 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 in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial data set forth in the General Disclosure Package and in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. [The pro forma financial information with respect to the Company and Allied Capital Corporation (“Allied”) included under the captions “Unaudited Selected Pro Forma Condensed Consolidated Financial Data,” “Unaudited Pro Forma Per Share Data” and “Unaudited Pro Forma Condensed Consolidated Financial Statements” and elsewhere in the Registration Statement, the General Disclosure Package and the Prospectus present fairly present in all material respects the information shown contained therein, have has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have has been properly compiled presented on the basis 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; and any . There is no other pro forma financial information that is required to be included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (that is not included 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 of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 theretorequired.]

Appears in 2 contracts

Samples: Purchase Agreement (Ares Capital Corp), Purchase Agreement (Ares Capital Corp)

Financial Statements. The consolidated financial statements statements, including the notes thereto, of the Company included in the Registration Statement, the Preliminary Prospectus, the General Disclosure Package Package, and the ProspectusProspectus comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), together with except as may be otherwise specified in such financial statements or the related schedules notes thereto and notesexcept that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present fairly in all material respects the consolidated financial position of the Company and its subsidiaries at consolidated Subsidiaries as of and for the dates indicated thereof and the consolidated income, stockholders’ equity results of operations and cash flows of the Company and its subsidiaries for the periods specified; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial datathen ended, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement andsubject, in the case of any such unaudited statements, to normal, immaterial, year-end audit adjustments. There are no historical or pro forma data, the pro forma or as adjusted financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and related notes or supporting schedules which are required to be included in the Registration Statement, the General Disclosure Package and the Prospectus fairly present in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to Regulation S-X which have not been included as so required. The 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; and any pro forma as adjusted financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately properly compiled and appropriately derived therefromprepared in accordance with the applicable requirements of the Securities Act and the rules and regulations thereunder and include all adjustments necessary to present fairly in accordance with GAAP the pro forma and as adjusted financial position of the respective entity or entities presented therein at the respective dates indicated and their cash flows and the results of operations for the respective periods specified. The assumptions used in preparing the pro forma and pro forma as adjusted financial information included in the Registration Statement, the General Disclosure Package and the Prospectus provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein. The related pro forma and pro forma as adjusted adjustments give appropriate effect to those assumptions; and the pro forma and pro forma as adjusted financial information reflect the proper application of those adjustments to the corresponding historical financial statement amounts. All disclosures contained in the Registration Statement, the General Disclosure Package and or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) ), if any, comply with Regulation G under of the 1934 Exchange Act and Item 10 of Regulation S-K of the 1933 Act RegulationsSecurities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any Each of the documents incorporated by reference 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 Parties 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 fairly presents Prospectus, (a) the information called for Company has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in all material respects the ordinary course of business, (b) the Company Parties have not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (c) other than in the ordinary course of business and has been prepared in accordance consistent with the CommissionCompany’s rules prior policies, made any grants under any stock compensation plan, and guidelines applicable thereto(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 (Flewber Global Inc.), Underwriting Agreement (Med-X, Inc.)

Financial Statements. The consolidated financial statements of the 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 and its consolidated subsidiaries at the dates indicated and the consolidated incomestatement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its consolidated subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement, the General Disclosure Package or the Prospectus that are not included as required; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules “Selected Financial and Other Data” included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial dataStatement, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus present fairly 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 in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial data set forth in the General Disclosure Package and in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. [The pro forma financial information with respect to the Company and Allied included under the captions “Unaudited Selected Pro Forma Condensed Consolidated Financial Data,” “Unaudited Pro Forma Per Share Data” and “Unaudited Pro Forma Condensed Consolidated Financial Statements” and elsewhere in the Registration Statement, the General Disclosure Package and the Prospectus present fairly present in all material respects the information shown contained therein, have has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have has been properly compiled presented on the basis 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; and any . There is no other pro forma financial information that is required to be included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (that is not included 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 of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 theretorequired.]

Appears in 2 contracts

Samples: Purchase Agreement (Ares Capital Corp), Purchase Agreement (Ares Capital Corp)

Financial Statements. The historical financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus comply as to form in all material respects with the applicable requirements of Regulation S-X under the 1933 Act and present fairly in all material respects the financial condition, results of operations and cash flows of the consolidated businesses purported to be shown thereby at the dates and for the periods indicated, all in conformity with GAAP applied on a consistent basis throughout the periods involved (except as otherwise noted therein). To the knowledge of the Company, the historical financial statements of the Company Thunder Entities included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the financial condition, results of operations and cash flows of the consolidated businesses purported to be shown thereby at the dates and for the periods indicated, and except as described in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the consolidated financial position of the Company and its subsidiaries at the dates indicated and the consolidated income, stockholders’ equity and cash flows of the Company and its subsidiaries for the periods specified; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods involvedinvolved (except as otherwise noted therein). The supporting schedules unaudited pro forma financial statements included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial dataStatement, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus present fairly include assumptions that provide a reasonable basis for presenting the information shown therein significant effects directly attributable to the transactions and have been compiled on a basis consistent with that events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the audited historical financial statements included statement amounts in the Registration Statement and, in the case of any such pro forma data, the unaudited pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The aforementioned unaudited pro forma financial statements and related notes included in the Registration Statement, the General Disclosure Package and the Prospectus fairly present comply as to form in all material respects the information shown therein, have been prepared in accordance with the Commissionapplicable requirements of Regulation S-X under the 1933 Act. The Company’s rules and guidelines with respect ratios of earnings 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; and any pro forma financial information fixed charges included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefromcomply with Item 503(d) of Regulation S-K of the Commission. All disclosures “non-GAAP financial measures” (as such term is defined in the rules and regulations of the Commission), if any, contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act RegulationsCommission, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 2 contracts

Samples: Underwriting Agreement (WPX Energy, Inc.), Underwriting Agreement (WPX Energy, Inc.)

Financial Statements. The consolidated financial statements of statements, and the Company related notes thereto, included or incorporated by reference in the Registration Statement, the Statement and General Disclosure Package comply in all material respects with the applicable requirements of the Act and the ProspectusExchange Act, together with as applicable. The audited financial statements and the related schedules notes thereto included or incorporated by reference in the Registration Statement and notes, General Disclosure Package present fairly the consolidated financial position of the Company Company, Blue Diamond Parts, LLC (“Blue Diamond”), Monaco Coach Corporation (“Monaco”) and its subsidiaries at their respective subsidiaries, as applicable, and the results of their respective operations and the changes in their respective consolidated cash flows, as of the dates indicated and the consolidated income, stockholders’ equity and cash flows of the Company and its subsidiaries for the periods specified; indicated, and said consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules ; the unaudited consolidated financial statements and the related notes thereto included or incorporated by reference in the Registration Statement and General Disclosure Package present fairly the consolidated financial position of the Company, Blue Diamond, Monaco and their respective subsidiaries, as applicable, as of the dates and for the periods indicated and the results of their operations and the changes in their consolidated cash flows, subject to year-end audit adjustments, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved and have been prepared on a basis substantially consistent with that of the audited financial statements referred to above except as otherwise stated therein; the summary and selected financial and statistical data included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus present fairly the information shown therein and have been prepared and compiled on a basis consistent with that the audited and unaudited financial statements of the audited Company, except as otherwise stated therein; the pro forma financial statements information and the related notes thereto included or incorporated by reference in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the and General Disclosure Package and the Prospectus. The pro forma financial statements and related notes included in the Registration Statement, the General Disclosure Package and the Prospectus fairly present in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines guidance with respect to pro forma financial statements and have been properly compiled on the basis described therein, information and the assumptions used in preparing the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and any pro forma financial information statements included in the Registration Statement, the Statement and General Disclosure Package provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the Prospectus has been accurately pro forma columns therein reflect the proper application of those adjustments to the corresponding historical financial statement amounts; KPMG LLP, who are reporting upon the audited consolidated financial statements of the Company and appropriately derived therefrom. All disclosures contained its consolidated subsidiaries (each a “Subsidiary,” and collectively, the “Subsidiaries”) and Blue Diamond, are independent public accountants as defined in the Registration StatementAct; and PricewaterhouseCoopers LLP, who are reporting upon the General Disclosure Package and the Prospectus regarding “non-GAAP audited consolidated financial measures” (as such term is defined by the rules and regulations statements of the Commission) comply with Regulation G under the 1934 Act Monaco and Item 10 of Regulation S-K of the 1933 Act Regulationsits consolidated subsidiaries, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents incorporated by reference are independent public accountants as defined 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.Act

Appears in 2 contracts

Samples: Underwriting Agreement (Navistar International Corp), Underwriting Agreement (Navistar International Corp)

Financial Statements. The consolidated historical financial statements of the Company and its consolidated subsidiaries 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 and its consolidated subsidiaries at the dates indicated and the consolidated incomestatement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; the historical statements of revenues and certain expenses of the properties or portfolios of properties, if any, 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 financial position of such properties or portfolios of properties for the periods specified; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules included in the Registration Statement schedules, if any, present fairly in all material respects in accordance with required regulations, including GAAP to the extent applicable, the information required to be stated therein, except as may be expressly stated in the related notes thereto. The selected historical financial data and pro forma selected the summary historical financial data, if any, and historical and pro forma summary financial information, if any, information included in 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 in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and related notes included in the Registration Statement, the General Disclosure Package and the Prospectus fairly present in all material respects the information shown except as may be expressly stated 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; and any pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and 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 under of the 1934 Act and Item 10 of Regulation S-K of the 1933 Act RegulationsAct, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 2 contracts

Samples: Agreement (DCT Industrial Trust Inc.), Purchase Agreement (DCT Industrial Trust Inc.)

Financial Statements. The consolidated historical financial statements of (including the Company related notes and supporting schedules) included in the Registration Statement, the General Pricing Disclosure Package and the ProspectusProspectus present fairly in all material respects the financial condition of the Partnership or CMO, together as applicable, as of the dates indicated, and comply as to form with the related schedules and notes, present fairly the consolidated financial position applicable accounting requirements of the Company Securities Act and its subsidiaries at the dates indicated and the consolidated income, stockholders’ equity and cash flows of the Company and its subsidiaries for the periods specified; said consolidated financial statements have been prepared in conformity accordance with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The summary historical and pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included information set forth in the General Registration Statement, the Pricing Disclosure Package and the Prospectus present under the captions “Summary—Summary Historical Financial and Operating Data” and “Summary—Summary Unaudited Pro Forma Condensed Combined Financial and Other Information” in the Registration Statement, the Pricing Disclosure Package and the Prospectus is fairly the information shown therein presented in all material respects and have been compiled prepared on a basis consistent with that of the audited and unaudited historical financial statements included in the Registration Statement and, in the case of any such pro forma data, the from which it has been derived. The pro forma financial statements included in the Registration Statement, the General Pricing Disclosure Package and the Prospectus. The Prospectus have been prepared in all material respects in accordance with the applicable accounting requirements of Article 11 of Regulation S-X of the Commission, except to the extent disclosed therein; the assumptions used in the preparation of such pro forma financial statements are, in the opinion of the management of the Partnership, reasonable; and related notes the pro forma adjustments reflected in such pro forma financial statements have been properly applied to the historical amounts in compilation of such pro forma financial statements. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, any Preliminary Prospectus or the Prospectus that are not so included as required. The other financial information of the Partnership, the General Disclosure Package Partner and the Prospectus fairly present in all material respects the information shown thereintheir subsidiaries and CMO, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma including non-GAAP financial statements and have been properly compiled on the basis described thereinmeasures, 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; and any pro forma financial information included if any, contained in the Registration Statement, the General Pricing Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in from the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations accounting records of the Commission) comply with Regulation G under the 1934 Act Partnership Entities, and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 theretoinformation purported to be shown thereby.

Appears in 2 contracts

Samples: Underwriting Agreement (Access Midstream Partners Lp), Access Midstream Partners Lp

Financial Statements. The consolidated financial statements of the 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 and its subsidiaries the Subsidiaries (as defined below) at the dates indicated and of MMLC at the dates indicated and the consolidated income, stockholders’ equity results of their operations and the changes in the cash flows of the Company and its subsidiaries the Subsidiaries for the periods specified and of MMLC 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. The supporting schedules schedules, if any, included in the Registration Statement 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 historical and pro forma selected financial data, if any, data and historical and pro forma the summary financial information, if any, included in information of the General Disclosure Package Company and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and related notes Subsidiaries included in the Registration Statement, the General Disclosure Package and the Prospectus have been derived from the accounting records and other books and records of the Company and the Subsidiaries and present fairly present in all material respects the information shown therein. The selected financial data and the summary financial information of MMLC included in the Registration Statement, the General Disclosure Package and the Prospectus have been derived from the accounting records and other books and records of MMLC and present fairly in all material respects the information shown therein. The unaudited pro forma financial information and related notes and supporting schedules of the Company and the Subsidiaries and MMLC contained in the Registration Statement, the General Disclosure Package and the Prospectus have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements requirements of Regulation S-X and have been properly compiled presented on the basis bases described therein, and the give effect to assumptions used in the preparation thereof are reasonable basis and in good faith and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and any . Except as included therein, no historical or pro forma financial information statements or supporting schedules are required to be included in the Registration Statement, the General Disclosure Package and or the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 1933 Act and Item 10 of Regulation S-K of or the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Goldman Sachs BDC, Inc.), Underwriting Agreement (Goldman Sachs BDC, Inc.)

Financial Statements. The consolidated financial statements of the Company (including all related notes thereto) included in the Registration StatementParent SEC Documents (if amended, as of the General Disclosure Package date of the last such amendment) comply as to form in all material respects with applicable accounting requirements and the Prospectus, together with the related schedules published rules and notes, present fairly the consolidated financial position regulations of the Company and its subsidiaries at the dates indicated and the consolidated incomeSEC with respect thereto, stockholders’ equity and cash flows of the Company and its subsidiaries for the periods specified; said consolidated financial statements have been prepared from the books and records of Parent and its Subsidiaries, were prepared in conformity accordance with generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods involved. The supporting schedules included (except as may be indicated in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement notes thereto and, in the case of any such pro forma data, the pro forma unaudited financial statements included in therein, for the Registration Statement, the General Disclosure Package absence of footnotes and the Prospectus. The pro forma financial statements normal year-end adjustments) and related notes included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly present in all material respects the consolidated financial position, results of operations and cash flows of Parent at and for the respective periods indicated (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to the absence of information shown therein, have been prepared in accordance with or notes not required by GAAP or the CommissionSEC’s rules and guidelines with respect regulations 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; and any pro forma financial information be included in the Registration Statement, the General Disclosure Package interim or unaudited financial statements). Parent has established and the Prospectus has been accurately maintains disclosure controls and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package procedures and the Prospectus regarding “non-GAAP internal control over financial measures” reporting (as such term terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or furnishes under the Exchange Act is defined by recorded, processed, summarized and reported within the time periods specified in the rules and regulations forms of the Commission) comply with Regulation G under SEC, and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the 1934 Act certifications required pursuant to Sections 302 and Item 10 of Regulation S-K 906 of the 1933 Act RegulationsXxxxxxxx-Xxxxx Act. Parent’s management has completed an assessment of the effectiveness of Parent’s disclosure controls and procedures and, to the extent applicable. The interactive data in eXtensible Business Reporting Language included required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the documents incorporated disclosure controls and procedures as of the end of the period covered by reference such report or amendment based on such evaluation. Parent’s management has not identified any significant deficiencies or material weaknesses in the Registration Statementdesign or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, the General Disclosure Package process, summarize and the Prospectus fairly presents the report financial information called for in all material respects and and, to Parent’s Knowledge, there has been prepared no fraud, whether or not material, that involves management or other employees who have a significant role in accordance with the CommissionParent’s rules and guidelines applicable thereto.internal control over financial reporting. DOC ID - 32901658.22 56

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Priority Technology Holdings, Inc.), Agreement and Plan of Merger (Priority Technology Holdings, Inc.)

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

Appears in 2 contracts

Samples: Terms Agreement (Highwoods Realty LTD Partnership), Terms Agreement (Highwoods Realty LTD Partnership)

Financial Statements. The consolidated financial statements of the 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 and its consolidated subsidiaries at the dates indicated and the consolidated incomestatement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved; provided, however, that those financial statements that are unaudited are subject to year-end adjustments and do not contain all footnotes that may be required under GAAP for annual financial statements. The supporting schedules included in the Registration Statement schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, data and historical and pro forma the summary financial information, if any, information included in 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 in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly present 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 basis 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; and any pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and 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 under of the 1934 Act and Item 10 of Regulation S-K of the 1933 Act RegulationsAct, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 2 contracts

Samples: Purchase Agreement (Colfax CORP), Purchase Agreement (Colfax CORP)

Financial Statements. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, together with the related schedules notes and notesschedules, present fairly the consolidated financial position of the Company and its subsidiaries at the Subsidiaries as of the dates indicated and the consolidated incomeresults of operations, cash flows and changes in stockholders’ equity and cash flows of the Company and its subsidiaries the Subsidiaries for the periods specified; said consolidated financial statements specified and have been prepared in compliance in all material respects with the requirements of the Securities Act and Exchange Act and in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout during the periods involved. The supporting schedules included in the Registration Statement present fairly in accordance with GAAP the information required to be stated , except as otherwise disclosed therein. The historical and pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma dataunaudited, interim financial statements, subject to normal year end audit adjustments and the exclusion of certain footnotes; all pro forma financial statements or data included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and related notes included in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus fairly present comply in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules requirements of the Securities Act and guidelines with respect the Exchange Act, to pro forma financial statements and have been properly compiled on the basis described thereinextent applicable, and the assumptions used in the preparation thereof of such pro forma financial statements and data are reasonable and reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions or circumstances described therein and circumstances referred to therein; and any the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data; the other financial information included and statistical data contained or incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus has been are accurately and appropriately derived therefrom. All disclosures contained fairly presented in all material respects and prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Prospectus or the Prospectus that are not included as required; and the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement, the Time of Sale Prospectus regarding “non-GAAP financial measures” (as such term is defined by and the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicableProspectus. The interactive data in eXtensible Business Reporting Language included in any of the documents or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus 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.

Appears in 2 contracts

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

Financial Statements. The consolidated financial statements of the 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 and its consolidated subsidiaries at the dates indicated and the consolidated incomestatement of operations, stockholdersshareholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules schedules, if any, included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, data and historical and pro forma the summary financial information, if any, information included in 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 in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The In addition, any pro forma information contained in the financial statements of the Company and its subsidiaries and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus fairly present in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to preparation of pro forma information in financial statements statements. The financial information included under the captions “Ratio of Earnings to Fixed Charges and have Preference Share Dividends” and under the line item and column “As Adjusted” under “Capitalization,” respectively, in the Registration Statement, the General Disclosure Package and the Prospectus presents fairly the information shown therein, and has been properly compiled on the basis 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; therein and any pro forma financial information included in as adjusted columns therein reflect the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations proper application of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, those adjustments to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 theretocorresponding historical financial statement amounts.

Appears in 2 contracts

Samples: Purchase Agreement (Arch Capital Group Ltd.), Purchase Agreement (Arch Capital Group Ltd.)

Financial Statements. The 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, present fairly the consolidated financial position of the Company Operating Partnership and its subsidiaries the Company, at the dates indicated and the consolidated incomestatement of operations, stockholders’ equity equity, capital and cash flows of the Company Operating Partnership and its subsidiaries the Company, for the periods specified; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules included in the Registration Statement schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, data and historical and pro forma the summary financial information, if any, information included in the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement Statement. The ratios of earnings to fixed charges (actual and, if any, pro forma) included in the case General Disclosure Package and the Prospectus under the caption “Ratio of any such pro forma data, Earnings to Fixed Charges” have been calculated in compliance with Item 503(d) of Regulation S-K of the Commission. The pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and related notes included in the Registration Statement, the General Disclosure Package and the Prospectus if any, present fairly present 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 basis 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; and any pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and or the Prospectus Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under of the 1934 Act and Item 10 of Regulation S-K of the 1933 Act RegulationsAct, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Highwoods Realty LTD Partnership), Underwriting Agreement (Highwoods Realty LTD Partnership)

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Financial Statements. The 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, present fairly fairly, in all material respects, the consolidated financial position condition, results of the Company and its subsidiaries at the dates indicated and the consolidated income, stockholders’ equity operations and cash flows of the Company and its subsidiaries consolidated subsidiaries, at the dates indicated and their respective statements of operations, stockholders’ equity and cash flows for the periods specified; said consolidated . Such financial statements have been prepared in compliance with the requirements of the 1933 Act and the 1934 Act and in conformity with accounting principles generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules selected financial data and the summary financial information included or incorporated by reference in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial dataStatement, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus present fairly 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 in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. The unaudited pro forma consolidated financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly present fairly, in all material respects respects, the information shown therein, pro forma consolidated results of operations and the financial position of the Company for the periods specified and have been prepared in accordance with Rules 11-01 and 11-02 of Regulation S-X and the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described thereinstatements, and the assumptions used in the preparation thereof are reasonable and reasonable. No other financial statements or schedules are required under the adjustments used therein are appropriate 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations to give effect to the transactions and circumstances referred to therein; and any pro forma financial information be included or incorporated by reference in the Registration Statement, the General Disclosure Package and or the Prospectus has been accurately and appropriately derived therefromProspectus. All To the extent applicable, all disclosures contained in the Registration Statement, the General Disclosure Package and 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 under of the 1934 Act, the 1934 Act Regulations and Item 10 of Regulation S-K of under the 1933 Act RegulationsAct, to the extent as applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 theretorespects.

Appears in 2 contracts

Samples: Purchase Agreement (First Pactrust Bancorp Inc), Purchase Agreement (First Pactrust Bancorp Inc)

Financial Statements. The consolidated financial statements of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, Private Placement Memorandum present fairly the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as of and at the dates indicated and present fairly the consolidated income, stockholders’ equity results of operations and cash flows flow of the Company and its consolidated subsidiaries for of and at the periods specified; said dates indicated. The financial statements of NEG Oil & Gas, LLC included in the Private Placement Memorandum present fairly the consolidated financial position of NEG Oil & Gas, LLC and its consolidated subsidiaries as of and at the dates indicated and present fairly the results of operations and cash flow of NEG Oil & Gas, LLC and its consolidated subsidiaries of and at the dates indicated. Such financial statements of the Company and NEG Oil & Gas, LLC comply as to form with the applicable accounting requirements of Regulation S-X and have been prepared in conformity with generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules included financial data set forth in the Registration Statement Private Placement Memorandum under the captions “Summary—Summary SxxxXxxxx Consolidated Historical Financial Data”, “Summary— Summary NEG Oil & Gas Consolidated Historical Financial Data”, “Capitalization”, “SxxxXxxxx Energy Selected Historical Financial Data” and “NEG Selected Historical Financial Data” fairly present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the ProspectusPrivate Placement Memorandum. The pro forma condensed consolidated financial statements of the Company and its subsidiaries and the related notes thereto and the other pro forma financial data included in the Registration Statement, the General Disclosure Package and the Prospectus fairly present in all material respects the information shown therein, Private Placement Memorandum have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled presented 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; and any pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Sandridge Energy Inc), Securities Purchase Agreement (Sandridge Energy Inc)

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

Appears in 2 contracts

Samples: Underwriting Agreement (Select Income Reit), Underwriting Agreement (Government Properties Income Trust)

Financial Statements. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package and the ProspectusProspectus comply as to form in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations. Such financial statements of the Company, together with the related schedules and notes, present fairly the consolidated financial position of the Company and its consolidated subsidiaries at the dates indicated and the consolidated incomestatement of operations, stockholdersshareholders’ equity and cash flows of the Company and its consolidated subsidiaries for the respective periods specified; said consolidated . Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules schedules, if any, included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in accordance with GAAP for the respective periods specified the information required to be stated therein. The historical and pro forma selected financial data, if any, data and historical and pro forma the summary financial information, if any, information included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein for the respective periods specified and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and related notes included in the Registration Statement, the General Disclosure Package and the Prospectus fairly present 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 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; and any pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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. In addition, any pro forma financial statements of the Company and its subsidiaries 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 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. All disclosures contained in the Registration Statement, the General Disclosure Package and 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 the 1934 Act Regulations and Item 10 of Regulation S-K under the 1933 Act, to the extent applicable. 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.

Appears in 2 contracts

Samples: Underwriting Agreement (Hospitality Properties Trust), Underwriting Agreement (Hospitality Properties Trust)

Financial Statements. The consolidated financial statements of the Company included in the Registration Statement, the General Disclosure Package Statement and the ProspectusProspectuses, together with the related schedules and notes, present fairly the consolidated financial position of the Company and its consolidated subsidiaries at the dates indicated and the consolidated incomestatement of operations, stockholders' equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved. The supporting schedules financial statements of PCS included in the Registration Statement and the Prospectuses, together with the related schedules and notes, present fairly the financial position of PCS and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders' equity and cash flows of PCS and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved. The financial statements of TCA included in the Registration Statement and the Prospectuses, together with the related schedules and notes, present fairly the financial position of TCA and its consolidated subsidiaries at the date indicated and the statement of operations, stockholders' equity and cash flows of TCA and its subsidiaries for the period specified; said financial statements have been prepared in conformity with GAAP. The supporting schedules, if any, included in the Registration Statement and the Prospectuses present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, data and historical and pro forma the summary financial information, if any, information included in the General Disclosure Package and the Prospectus Prospectuses present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements of the Company and its consolidated subsidiaries and the related notes thereto included in the Registration Statement, the General Disclosure Package Statement and the Prospectus Prospectuses present fairly present in all material respects the information shown therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis 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; and any pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 2 contracts

Samples: Cox Communications Inc /De/, Cox Communications Inc /De/

Financial Statements. The 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, present fairly fairly, in all material respects, the consolidated financial position condition, results of the Company and its subsidiaries at the dates indicated and the consolidated income, stockholders’ equity operations and cash flows of the Company and its subsidiaries consolidated subsidiaries, at the dates indicated and their respective statements of operations, stockholders’ equity and cash flows for the periods specified; said consolidated . Such financial statements have been prepared in compliance with the requirements of the 1933 Act and the 1934 Act and in conformity with accounting principles generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules Any selected financial data and the summary financial information included or incorporated by reference in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial dataStatement, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus present fairly 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 in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. The unaudited pro forma consolidated financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly present fairly, in all material respects respects, the information shown therein, pro forma consolidated results of operations and the financial position of the Company for the periods specified and have been prepared in accordance with Rules 11-01 and 11-02 of Regulation S-X and the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described thereinstatements, and the assumptions used in the preparation thereof are reasonable and reasonable. No other financial statements or schedules are required under the adjustments used therein are appropriate 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations to give effect to the transactions and circumstances referred to therein; and any pro forma financial information be included or incorporated by reference in the Registration Statement, the General Disclosure Package and or the Prospectus has been accurately and appropriately derived therefromProspectus. All To the extent applicable, all disclosures contained in the Registration Statement, the General Disclosure Package and 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 under of the 1934 Act, the 1934 Act Regulations and Item 10 of Regulation S-K of under the 1933 Act RegulationsAct, to the extent as applicable, in all material respects. The interactive data in eXtensible Business Reporting Language included in any of the documents incorporated by reference in the Registration Statement, the General 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.

Appears in 2 contracts

Samples: Underwriting Agreement (Banc of California, Inc.), Banc of California, Inc.

Financial Statements. The consolidated financial statements of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the consolidated financial position of the Company and its subsidiaries at the dates indicated and the consolidated income, stockholders’ equity and cash flows of the Company and its subsidiaries for the periods specified; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The Company’s ratios of earnings to fixed charges and, if applicable, ratios of earnings to combined fixed charges and preferred stock dividends (actual and, if any, pro forma) included in the General Disclosure Package and the Prospectus have been calculated in compliance with Item 503(d) of Regulation S K of the Commission. The pro forma financial statements and related notes included in the Registration Statement, the General Disclosure Package and the Prospectus fairly present 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 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; and any pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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: Purchase Agreement (Realty Income Corp)

Financial Statements. The audited consolidated financial statements (and the notes thereto) of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus, together Final Prospectus comply in all respects with the related schedules applicable requirements of the Act and notesthe Exchange Act, as applicable, and fairly present fairly in all respects the consolidated financial position of the Company and its subsidiaries at the Controlled Entitles as of the dates indicated specified and the consolidated incomeresults of operations, stockholderscash flows and changes in shareholders’ equity and cash flows consolidated financial position of the Company and its subsidiaries for the periods specified; said consolidated , and such financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules presented (other than as described therein); the summary and selected consolidated financial data and the unaudited financial results included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial dataStatement, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Final Prospectus comply in all respects with the applicable requirements of the Act, and present fairly the information shown therein and have been compiled on a basis consistent with that of the audited consolidated financial statements included therein; the assumptions used in the Registration Statement and, in the case of any such pro forma data, preparing the pro forma financial statements included in each Registration Statement and the General Disclosure Package provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma columns therein reflect the proper application of those adjustments to the corresponding historical financial statement amounts; the other financial and statistical data contained in the Registration Statement, the General Disclosure Package and the Final Prospectus are accurately and fairly presented and prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements Final Prospectus that are not included as required; the Company and related notes included the Controlled Entities do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), that are not described in the Registration Statement, the General Disclosure Package and the Prospectus fairly present 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 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; and any pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 theretoFinal Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (HUYA Inc.)

Financial Statements. The consolidated financial statements of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the consolidated financial position of the Company and its consolidated subsidiaries at the dates indicated and the consolidated incomestatement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) ), unless otherwise noted therein, applied on a consistent basis throughout the periods involved. The supporting schedules schedules, if any, included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in accordance with GAAP all material respects the information required to be stated therein. The historical and pro forma selected financial data, if any, data and historical and pro forma the summary financial information, if any, 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 in the Registration Statement and, in and the case books and records of any such pro forma data, the pro forma Company. No other financial statements or schedules are required to be included in the Registration Statement. To the extent applicable, all disclosures contained in the Registration Statement 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 Securities Exchange Act of 1934, as amended (“1934 Act”), the General Disclosure Package rules and regulations of the Prospectus1934 Act (the “1934 Act Regulations”) and Item 10 of Regulation S-K under the 1933 Act, as applicable. The pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly present 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 basis 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; and any pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for 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: Purchase Agreement (Brookline Bancorp Inc)

Financial Statements. The consolidated financial statements of the 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 and its consolidated subsidiaries at the dates indicated and the consolidated incomestatement of operations, stockholders’ equity consolidated statement of net assets and consolidated statement of cash flows of the Company and its consolidated subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement, the General Disclosure Package or the Prospectus that are not included as required; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules “Selected Consolidated Financial and Other Data” included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial dataStatement, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus present fairly 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 in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial data set forth in the General Disclosure Package and in the Prospectus under the caption “Capitalization” fairly present the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. [The pro forma financial information with respect to the Company included under the captions “Unaudited Selected Pro Forma Condensed Consolidated Financial Data,” “Unaudited Pro Forma Per Share Data” and “Unaudited Pro Forma Condensed Consolidated Financial Statements” and elsewhere in the Registration Statement, the General Disclosure Package and the Prospectus present fairly present in all material respects the information shown contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the basis 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; and any . There is no other pro forma financial information that is required to be included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (that is not included 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 of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 theretorequired.]

Appears in 1 contract

Samples: Purchase Agreement (Horizon Technology Finance Corp)

Financial Statements. The consolidated financial statements of the Company Transaction Entities and its subsidiaries included in or incorporated within 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 and its subsidiaries Transaction Entities at the dates indicated and the consolidated incomestatements of operations, changes in stockholders’ equity and cash flows of the Company and its subsidiaries Transaction Entities for the periods specified; and 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 involvedinvolved (except as may be indicated in the notes thereto and subject to normal year-end adjustments in the case of any unaudited interim financial statements) and have been prepared on a consistent basis with the books and records of the Transaction Entities. The supporting schedules included in or incorporated within the Registration Statement Disclosure Package and the Prospectus present fairly in all material respects and in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, data and historical and pro forma the summary financial information, if any, information included in or incorporated within 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 in or incorporated within the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and the related notes thereto included in or incorporated within the Registration Statement, the General Disclosure Package and the Prospectus present fairly present 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 basis 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. To the best knowledge of the Transaction Entities, the consolidated statements of revenues in excess of certain expenses of the properties acquired or proposed to be acquired included in the Disclosure Package and the Prospectus present fairly in all material respects the information set forth therein and have been prepared, in all material respects, in accordance with the applicable financial statement requirements of Rule 3-14 of Regulation S-X under the Securities Act with respect to real estate operations acquired or to be acquired; to the best knowledge of the Transaction Entities, such financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved; and any pro forma to the best knowledge of the Transaction Entities, the other financial information and statistical data with respect to the Duke Properties included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrompresents fairly in all material respects the information shown. No other historical or pro forma financial statements (or schedules) are required by the Securities Act or the Exchange Act to be included in the Disclosure Package or the Prospectus. All disclosures contained in or incorporated within the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, if any, 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 under the 1934 Exchange Act and Item 10 of Regulation S-K of under the 1933 Act RegulationsSecurities Act, to the extent applicable. The Any interactive data in eXtensible Business Reporting Language included in any of or incorporated within the documents incorporated by reference in the Registration Statement, the General Disclosure Package and or 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 theretothereto in all material respects. The financial data set forth in the Prospectus under the caption “Ratio of Earnings to Fixed Charges and Preferred Stock Dividends” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained, incorporated or deemed to be incorporated within the Disclosure Package or the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Healthcare Trust of America Holdings, LP)

Financial Statements. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package Statement and the Prospectus, together with the related schedules notes and notesschedules, present fairly the consolidated financial position of the Company and its subsidiaries at as of the dates indicated and the consolidated income, stockholders’ equity results of operations and cash flows of the Company and its subsidiaries for the periods specified; said consolidated financial statements specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout during the periods involved. The supporting schedules selected financial data and the summary financial information included in or incorporated or deemed to be incorporated by reference in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated or deemed to be incorporated by reference in the Registration Statement andand the Prospectus, in as of and at the case of any such pro forma data, the dates indicated. Any pro forma financial statements or data included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and related notes included in the Registration Statement, the General Disclosure Package Statement and the Prospectus fairly present in all material respects the information shown therein, have been prepared in accordance comply with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on requirements of Regulation S-X of the basis described thereinSecurities Act, including, without limitation, Article 11 thereof, and the assumptions used in the preparation thereof of such pro forma financial statements and data are reasonable and reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; therein and any the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data. The other financial information included data set forth or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package Statement and the Prospectus has been is accurately presented and appropriately derived therefromprepared on a basis consistent with the financial statements and books and records of the Company. The Company y does 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 and the Prospectus. All disclosures contained in the Registration StatementStatement or the Prospectus, including the General Disclosure Package and the Prospectus regarding Incorporated Documents, that contain “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply comply, in all material respects, with Regulation G under the 1934 Exchange Act and Item 10 of Regulation S-K of under the 1933 Act RegulationsSecurities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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: Sales Agreement (Suro Capital Corp.)

Financial Statements. The consolidated financial statements of the Company included in the Registration Statement, the General Disclosure Package and the Prospectusstatements, together with the related schedules and notes, included or incorporated by reference in the Disclosure Package and the Final Prospectus present fairly the consolidated financial position of the Company and its consolidated subsidiaries at the dates indicated and the consolidated incomestatement of operations, stockholders’ equity 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 involvedinvolved and comply as to form with the applicable accounting requirements of Regulation S‑X under the Act. The supporting schedules schedules, if any, included in the Registration Statement Disclosure Package and the Final Prospectus present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if anydata included in, and historical and pro forma the summary financial information, if any, included information in the General “Capitalization” section of, the Disclosure Package and the Final Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Final Prospectus. The unaudited pro forma condensed combined financial statements of the Company and its subsidiaries and the related notes included thereto, incorporated by reference in each of the Disclosure Package, the Final Prospectus and the Registration StatementStatement from Exhibit 99.4 to the Company’s Current Report on Form 8-K filed with the Commission on March 9, 2015 (as Amendment No. 1 to the General Disclosure Package and Company’s Current Report on Form 8-K filed with the Prospectus Commission on January 2, 2015), present fairly present in all material respects the information shown contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled presented 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; and any pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents present the information called for in all material respects and has have been prepared in accordance with the Commission’s rules and guidelines applicable thereto. Nothing has come to the Company’s attention that leads it to believe that the financial statements of EHHI Holdings, Inc. (“Encompass”), together with the related schedules and notes, incorporated by reference in the Disclosure Package and the Final Prospectus do not present fairly in all material respects the financial position of Encompass and its consolidated subsidiaries at the dates indicated or the statement of operations, stockholders’ equity and cash flows of Encompass for the periods specified, or that said financial statements have not been prepared in conformity with GAAP applied on a consistent basis for the periods involved and comply as to form in all material respects with the applicable accounting requirements of Regulation S-X under the Act.

Appears in 1 contract

Samples: Underwriting Agreement (Healthsouth Corp)

Financial Statements. The consolidated financial statements of the 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 and its subsidiaries entities purported to be shown thereby at the dates indicated and the consolidated income, stockholders’ equity statement of operations and cash flows of the Company and its 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, in the case of unaudited interim financial statements, subject to normal year-end audit adjustements and the exclusion of certain footnotes as permitted by the applicable rules of the Commission. The supporting schedules included in the Registration Statement schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, data and historical and pro forma the summary financial information, if any, 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 in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectustherein. The pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly present 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 basis 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; and any pro forma financial information . 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 or the Prospectus has been accurately and appropriately derived therefromunder the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package and 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 under of the 1934 Act Act, and Item 10 of Regulation S-K of the 1933 Act RegulationsAct, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 (Rani Therapeutics Holdings, Inc.)

Financial Statements. The audited annual consolidated financial statements of the Company included in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, together with the related schedules and notes, present fairly fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries at the dates indicated and the consolidated statements of income, stockholders’ comprehensive income, equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; and said consolidated financial statements have been prepared in conformity with the requirements of the 1933 Act, the 1934 Act and the respective regulations thereunder, and were prepared from accounting records maintained in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved, except for the effects of accounting changes as disclosed in the notes to the financial statements. The unaudited semi-annual financial information included in the Time of Sale Prospectus and the Prospectus presents fairly the information shown therein and, except as noted therein, has been accurately derived from accounting records maintained in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved, except for the effects of accounting changes as disclosed in the notes to the financial statements. The unaudited quarterly financial information included in the Time of Sale Prospectus and the Prospectus presents fairly the information shown therein and, except as noted therein, has been accurately derived from accounting records maintained in accordance with accounting principles generally accepted accounting principles in Japan (“Japanese GAAP”) applied on a consistent basis throughout the periods involved, except for the effects of accounting changes as disclosed in the notes to the financial statements. The supporting schedules selected financial data of the Company included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package Time of Sale Prospectus and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and related notes included in the Registration Statement, the General Disclosure Package and the Prospectus fairly present in all material respects the information shown except as noted therein, have been prepared in accordance with accurately derived from the Commission’s rules and guidelines with respect to pro forma relevant 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; and any pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicableCompany. The interactive data in eXtensible Business Reporting Language included in any of the documents or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus Statement fairly presents present the information called for in all material respects and has have been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The selected statistical data incorporated by reference into the Time of Sale Prospectus and the Prospectus included [insert source of statistical data] incorporated by reference therein and the unaudited reverse reconciliation of selected financial information of the Company included in Exhibit 99.B to the Company’s annual report on Form 20-F for the fiscal year ended March 31, 20[ ] incorporated by reference therein present fairly the information shown therein and, except as noted therein, have been accurately derived from the accounting records (including managerial accounting records) of the Company.

Appears in 1 contract

Samples: Mitsubishi Ufj Financial Group Inc

Financial Statements. The consolidated financial statements included in the Registration Statement and the General Disclosure Package (including the financial statements of the Company and of the assets acquired by the Company in connection with the Asset Purchase Agreement, dated October 19, 2010, and of the assets acquired by the Company and its subsidiary, Kodiak Oil & Gas (USA) Inc., in connection with the Purchase and Sale Agreement, dated May 20, 2011) present fairly the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States applied on a consistent basis and the schedules included in the Registration Statement present fairly the information required to be stated therein; the pro forma financial statements included in each of the most recent Preliminary Prospectus, the Prospectus and the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act; and the assumptions used in preparing the pro forma financial statements included in the Registration Statement and General Disclosure Package provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma columns therein reflect the proper application of those adjustments to the corresponding historical financial statement amounts. The summary and selected financial and statistical data included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the consolidated financial position of the Company and its subsidiaries at the dates indicated and the consolidated income, stockholders’ equity and cash flows of the Company and its subsidiaries for the periods specified; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Final Prospectus present fairly the information shown therein and have such data has been compiled on a basis consistent with that the financial statements presented therein and the books and records of the audited financial statements included in Company. The Company does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations or any “variable interest entities” within the Registration Statement andmeaning of Financial Accounting Standards Board Interpretation No. 46), in the case of any such pro forma data, the pro forma financial statements included not disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus. The pro forma There are no financial statements and related notes that are required to be included in the Registration Statement, the General Disclosure Package and or the Final Prospectus fairly present 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 basis described therein, and the assumptions used in the preparation thereof that are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and any pro forma financial information not included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 theretorequired.

Appears in 1 contract

Samples: Underwriting Agreement (Kodiak Oil & Gas Corp)

Financial Statements. The consolidated financial statements of the Company included 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 of the Company and its consolidated subsidiaries at the dates indicated and the consolidated incomestatement of operations, stockholders' equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved. The supporting schedules schedules, if any, included in the Registration Statement present fairly in all material respects in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, data and historical and pro forma the summary financial information, if any, information of the Company included in 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 in the Registration Statement and, Statement. The financial statements of Bank & Trust included in the case Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of any such pro forma dataBank & Trust at the dates indicated and the statement of operations, stockholders' equity and cash flows of Bank & Trust for the pro forma periods specified; said financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved. The supporting schedules, if any, of Bank & Trust included in the Registration Statement 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 of Bank & Trust included in 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 in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package Statement and the Prospectus present fairly present in all material respects the information shown therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis 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; and any pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and Statement 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 Securities Exchange Act of 1934, as amended (the "1934 Act"), the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") and Item 10 of Regulation S-K of under the 1933 Act RegulationsAct, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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: Purchase Agreement (Eurobancshares Inc)

Financial Statements. The consolidated historical financial statements and schedules of the Company and its consolidated subsidiaries included in the Registration Statement, the General Preliminary Prospectus, the Pricing Disclosure Package and the Prospectus, together with the related schedules and notes, Prospectus present fairly the consolidated financial position condition, results of the Company and its subsidiaries at the dates indicated and the consolidated incomeoperations, stockholdersshareholders’ equity and cash flows of the Company as of the dates and its subsidiaries for the periods specified; said consolidated financial statements indicated, comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involvedinvolved (except as otherwise noted therein). The supporting schedules included selected financial data set forth under the caption “Selected Financial Information” in the Registration Statement present fairly in accordance with GAAP Statement, the information required to be stated therein. The historical and pro forma selected financial dataPreliminary Prospectus, if any, and historical and pro forma summary financial information, if any, included in the General Pricing Disclosure Package and the Prospectus present fairly present, on the basis stated in the Registration Statement, the Preliminary Prospectus, the Pricing Disclosure Package and the Prospectus, the information shown therein and have been compiled on a basis consistent with that of the audited included therein. The pro forma financial statements included in Registration Statement, the Registration Statement andPreliminary Prospectus, in the case of any such Pricing Disclosure Package and the Prospectus include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma dataadjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statement amounts in the pro forma financial statements included in the Registration Statement, the General Preliminary Prospectus, the Pricing Disclosure Package and the Prospectus. The pro forma financial statements and related notes included in the Registration Statement, the General Preliminary Prospectus, the Pricing Disclosure Package and the Prospectus fairly present comply as to form in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules applicable accounting requirements of Regulation S-X under the Securities Act and guidelines with respect to the pro forma financial statements and adjustments have been properly compiled on applied to the basis described therein, and the assumptions used historical amounts in the preparation thereof are reasonable compilation of those statements. The historical summaries of revenue and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and any pro forma financial information certain operating expenses included in the Registration Statement, the General Preliminary Prospectus, the Pricing Disclosure Package and the Prospectus has been accurately present fairly the revenue and appropriately derived therefromthose operating expenses included in such summaries of the properties related thereto for the periods specified in conformity with GAAP. All disclosures Any information contained in the Registration Statement, the General Preliminary Prospectus, the Pricing Disclosure Package and or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations in Regulation G of the Commission) comply complies with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act RegulationsCommission, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents or incorporated by reference in the Registration Statement, the General Preliminary Prospectus, the Pricing Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been is prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Washington Real Estate Investment Trust)

Financial Statements. The consolidated financial statements of the Company Predecessor (as defined in the Registration Statement) and the Partnership included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules (if any) and notes, present fairly in all material respects the consolidated respective financial position of the Company Predecessor and its the Partnership and their respective consolidated subsidiaries at the dates indicated and the consolidated incomeresults of operations, stockholderschanges in membersequity equity/partners’ capital, as applicable, and cash flows of the Company Predecessor and its consolidated subsidiaries for the periods specified; said consolidated and all such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods involvedinvolved and comply with all applicable accounting requirements under the 1933 Act and the 1933 Act Regulations. The supporting schedules schedules, if any, included in the Registration Statement present fairly fairly, in accordance with GAAP GAAP, the information required to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included information in the General Disclosure Package preliminary prospectus and the Prospectus present under the captions “Summary Historical and Pro Forma Financial and Operating Data” and “Selected Historical and Pro Forma Financial and Operating Data” presents fairly in all material respects the information shown therein and have has been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The unaudited pro forma combined financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly present 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 basis 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; and any the pro forma financial information appearing in the preliminary prospectus and the Prospectus under the captions “Summary Historical and Pro Forma Financial and Operating Data” and “Selected Historical and Pro Forma Financial and Operating Data” presents fairly in all material respects the information shown therein and has been compiled on a basis consistent with that of the unaudited pro forma combined financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefromProspectus. All disclosures “non-GAAP financial measures” (as such term is defined in the rules and regulations of the Commission), if any, contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act RegulationsCommission, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 (CNX Coal Resources LP)

Financial Statements. The consolidated financial statements of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the consolidated financial position of the Company and its subsidiaries at the dates indicated and the consolidated income, stockholders’ equity and cash flows of the Company and its subsidiaries for the periods specified; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The Company’s ratios of earnings to fixed charges and, if applicable, ratios of earnings to combined fixed charges and preferred stock dividends (actual and, if any, pro forma) included in the General Disclosure Package and the Prospectus have been calculated in compliance with Item 503(d) of Regulation S K of the Commission. The pro forma financial statements and related notes included in the Registration Statement, the General Disclosure Package and the Prospectus fairly present 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 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; and any pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-S K of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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: Purchase Agreement (Realty Income Corp)

Financial Statements. The 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, present fairly the consolidated financial position of the Company and its consolidated subsidiaries and the Predecessor Corporation and its consolidated subsidiaries, as applicable, at the dates indicated and the consolidated incomestatement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries and the Predecessor Corporation and its consolidated subsidiaries, as applicable, for the periods specified; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules schedules, if any, included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, data and historical and pro forma the summary financial information, if any, information included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in and the case books and records of any such pro forma data, the pro forma Company and the Predecessor Corporation. No other financial statements or schedules are required to be included in the Registration Statement. To the extent applicable, all disclosures contained in the General Disclosure Package Registration Statement or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the ProspectusCommission) comply with Regulation G of the 1934 Act, 1934 Act Regulations and Item 10 of Regulation S-K under the 1933 Act, as applicable. The pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the General Disclosure Package Statement and the Prospectus present fairly present 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 basis 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; and any pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 (ConnectOne Bancorp, Inc.)

Financial Statements. The 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, present fairly the consolidated financial position of the Company and its consolidated subsidiaries at the dates indicated and the consolidated incomestatement of operations, stockholders’ shareholder’s equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial dataschedules, if any, present fairly in all material respects the information set forth therein. The selected financial data and historical and pro forma the summary financial information, if any, information included in the General Disclosure Package and or incorporated by reference in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and the related notes thereto included in or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly present 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 basis 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; and any . Except as included therein, no historical or pro forma financial information statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package and or the Prospectus has been accurately and appropriately derived therefromunder the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package and or the Prospectus 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 under of the 1934 Act and Item 10 of Regulation S-K of under the 1933 Act Regulationsand the 1934 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 (Government Properties Income Trust)

Financial Statements. The consolidated historical financial statements (including the related notes thereto) of the Company Partnership included or incorporated by reference in the Registration Statement, the General Pricing Disclosure Package and the Prospectus, together Prospectus comply in all material respects with the related schedules applicable requirements of the Securities Act and notesthe Exchange Act and present fairly, present fairly in all material respects, the consolidated financial position of the Company and its subsidiaries at Partnership as of the dates indicated and the consolidated income, stockholders’ equity results of the Partnership’s operations and the changes in its cash flows of the Company and its subsidiaries for the periods specified; said consolidated such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package covered thereby; and the Prospectus present fairly summary historical financial data included under the information shown therein caption “Summary—Summary Historical and have been compiled on a basis consistent with that of the audited financial statements Pro Forma Financial Data” included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included or incorporated by reference in the Registration Statement, the General Pricing Disclosure Package and the Prospectus. The pro forma Prospectus and the selected historical financial statements and related notes data included under the caption “Selected Financial Data” included or incorporated by reference in the Registration Statement, the General Pricing Disclosure Package and the Prospectus are fairly present presented in all material respects and prepared on a basis consistent with the audited historical financial statements from which they have been derived, except as described therein; the pro forma financial information shown thereinand the related notes thereto included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the Commission’s rules applicable requirements of Regulation S-X under the Securities Act and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein, Exchange Act 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; and any underlying such pro forma financial information included are reasonable and are set forth in the Registration Statement, the General Pricing Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained Prospectus; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement, the General Pricing Disclosure Package or the Prospectus that are not included as required; the PSXP Parties do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in or incorporated by reference in the Registration Statement (excluding the exhibits thereto), the Pricing Disclosure Package and the Prospectus; and all disclosures contained in or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under of the 1934 Exchange Act and Item 10 of Regulation S-K of under the 1933 Act RegulationsSecurities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 (Phillips 66 Partners Lp)

Financial Statements. The consolidated historical financial statements of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus, together Prospectus comply as to form in all material respects with the related schedules applicable requirements of Regulation S-X under the 1933 Act and notes, present fairly in all material respects the consolidated financial position condition, results of the Company and its subsidiaries at the dates indicated and the consolidated income, stockholders’ equity operations and cash flows of the Company consolidated businesses purported to be shown thereby at the dates and its subsidiaries for the periods specified; said consolidated financial statements have been prepared indicated, all in conformity with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (“GAAP”) except as otherwise noted therein). The historical financial statements of Xxxxx included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the financial condition, results of operations and cash flows of the consolidated businesses purported to be shown thereby at the dates and for the periods indicated, and except as described in the Registration Statement, the General Disclosure Package and the Prospectus, in conformity with GAAP applied on a consistent basis throughout the periods involved. The supporting schedules unaudited pro forma financial statements included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial dataStatement, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus present fairly include assumptions that provide a reasonable basis for presenting the information shown therein significant effects directly attributable to the transactions and have been compiled on a basis consistent with that events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the audited historical financial statements included statement amounts in the Registration Statement and, in the case of any such pro forma data, the unaudited pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The aforementioned unaudited pro forma financial statements and related notes included in the Registration Statement, the General Disclosure Package and the Prospectus fairly present comply as to form in all material respects the information shown therein, have been prepared in accordance with the Commission’s applicable requirements of Regulation S-X under the 1933 Act. All “non-GAAP financial measures” (as such term is defined in the rules and guidelines with respect to pro forma financial statements and have been properly compiled on regulations of the basis described thereinCommission), 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; and any pro forma financial information included in the Registration Statementif any, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act RegulationsCommission, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 (WPX Energy, Inc.)

Financial Statements. The historical financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus comply as to form in all material respects with the applicable requirements of Regulation S-X under the 1933 Act and present fairly in all material respects the financial condition, results of operations and cash flows of the consolidated businesses purported to be shown thereby at the dates and for the periods indicated, all in conformity with GAAP applied on a consistent basis throughout the periods involved (except as otherwise noted therein). To the knowledge of the Company, the historical financial statements of the Company Thunder Entities included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the financial condition, results of operations and cash flows of the consolidated businesses purported to be shown thereby at the dates and for the periods indicated, and except as described in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the consolidated financial position of the Company and its subsidiaries at the dates indicated and the consolidated income, stockholders’ equity and cash flows of the Company and its subsidiaries for the periods specified; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods involvedinvolved (except as otherwise noted therein). The supporting schedules unaudited pro forma financial statements included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial dataStatement, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus present fairly include assumptions that provide a reasonable basis for presenting the information shown therein significant effects directly attributable to the transactions and have been compiled on a basis consistent with that events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the audited historical financial statements included statement amounts in the Registration Statement and, in the case of any such pro forma data, the unaudited pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The aforementioned unaudited pro forma financial statements and related notes included in the Registration Statement, the General Disclosure Package and the Prospectus fairly present comply as to form in all material respects the information shown therein, have been prepared in accordance with the Commissionapplicable requirements of Regulation S-X under the 1933 Act. The Company’s rules ratios of earnings to fixed charges 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; and any pro forma financial information preferred stock dividends included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefromcomply with Item 503(d) of Regulation S-K of the Commission. All disclosures “non-GAAP financial measures” (as such term is defined in the rules and regulations of the Commission), if any, contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act RegulationsCommission, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 (WPX Energy, Inc.)

Financial Statements. The consolidated financial statements of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the consolidated financial position of the Company and its subsidiaries at the dates indicated and the consolidated income, stockholders’ equity and cash flows of the Company and its subsidiaries for the periods specified; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the ProspectusFinal Prospectus present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows of the Company and its subsidiaries for the periods shown. Such financial statements comply as to form in all material respects with the applicable accounting requirements of Regulation S-X and have been prepared in all material respects in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise stated therein. The unaudited pro forma financial statements and the related notes included thereto incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus present fairly present 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 contained therein and have been properly compiled presented on the basis 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; and any . The pro forma financial information included adjustments comply as to form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X under the Act and the pro forma adjustments have been properly applied to the historical amounts in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefromcompilation of those statements. All disclosures contained in the Registration Statement, the General Disclosure Package and the Final Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules Rules and regulations of the CommissionRegulations) comply in all material respects with Regulation G under the 1934 Exchange Act and Item 10 of Regulation S-K of the 1933 Act RegulationsAct, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in Company does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations or any “variable interest entities” within the meaning of the documents incorporated by reference Financial Accounting Standards Board Interpretation No. 46), not disclosed in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents Final Prospectus. No other financial statements are required to be included in the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretoRegistration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Energen Corp)

Financial Statements. The consolidated financial statements of the Company Predecessor (as defined in the Registration Statement) and the Partnership included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules (if any) and notes, present fairly in all material respects the consolidated respective financial position of the Company Predecessor and its the Partnership and their respective consolidated subsidiaries at the dates indicated and the consolidated incomeresults of operations, stockholderschanges in membersequity equity/partners’ capital, as applicable, and cash flows of the Company Predecessor and its consolidated subsidiaries for the periods specified; said consolidated and all such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods involvedinvolved and comply with all applicable accounting requirements under the 1933 Act and the 1933 Act Regulations. The supporting schedules schedules, if any, included in the Registration Statement present fairly fairly, in accordance with GAAP GAAP, the information required to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included information in the General Disclosure Package and the Prospectus present under the captions “Summary Historical and Pro Forma Financial and Operating Data” and “Selected Historical and Pro Forma Financial and Operating Data” presents fairly in all material respects the information shown therein and have has been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The unaudited pro forma combined financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly present 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 basis 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; and any the pro forma financial information appearing in the General Disclosure Package and the Prospectus under the captions “Summary Historical and Pro Forma Financial and Operating Data” and “Selected Historical and Pro Forma Financial and Operating Data” presents fairly in all material respects the information shown therein and has been compiled on a basis consistent with that of the unaudited pro forma combined financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefromProspectus. All disclosures “non-GAAP financial measures” (as such term is defined in the rules and regulations of the Commission), if any, contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act RegulationsCommission, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 (CNX Coal Resources LP)

Financial Statements. The historical consolidated financial statements of the Company included 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 of the Company and its consolidated subsidiaries at the dates indicated and the consolidated incomestatements of operations, stockholders' equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said specified except, in the case of unaudited consolidated financial statements, for normal year end audit adjustments that have not been made and footnote disclosure necessary for GAAP (as defined below) purposes that may not have been presented. The historical financial statements of each of the AlaTenn Subsidiaries and the El Paso Field Services Company - Anadarko Gas Gathering System included in the Registration Statement and the Prospectus pursuant to Rule 3-05 of Regulation S-X promulgated by the Commission ("Regulation S-X"), together with the related notes, present fairly in all material respects the financial position of the AlaTenn Subsidiaries (on a combined basis) and the El Paso Field Services Company - Anadarko Gas Gathering System at the respective dates indicated and for the periods specified except, in the case of unaudited consolidated financial statements, for normal year end audit adjustments that have not been made and footnote disclosure necessary for GAAP (as defined below) purposes that may not have been presented. Such financial statements have been prepared in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved. The schedules supporting schedules the historical financial statements of the Company and its consolidated subsidiaries, if any, included in the Registration Statement and the Prospectus present fairly and in all material respects in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, data and historical and pro forma the summary financial information, if any, information relating to the historical financial statements of the Company and its consolidated subsidiaries included in the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and related notes included in the Registration Statement, the General Disclosure Package and the Prospectus fairly present 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 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; and any pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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: Purchase Agreement (Midcoast Energy Resources Inc)

Financial Statements. The 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, present fairly the consolidated financial position of the Company and its consolidated subsidiaries and, to the actual knowledge of the Company, Triumph and its consolidated subsidiaries at the dates indicated and the consolidated incomestatement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries and, to the actual knowledge of the Company, Triumph and its consolidated subsidiaries for the periods specified; said consolidated financial statements of the Company and its consolidated subsidiaries and, to the actual knowledge of the Company, Triumph and its consolidated subsidiaries have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules included in to the Registration Statement financial statements of the Company and its consolidated subsidiaries and, to the actual knowledge of the Company, to the financial statements of Triumph and its consolidated subsidiaries, if any, present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, data and historical and pro forma the summary financial information, if any, information included in the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly present 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 basis 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; and any pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and 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 under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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: Security Agreement (Rehabcare Group Inc)

Financial Statements. The consolidated financial statements of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the consolidated financial position of the Company and its consolidated subsidiaries at the dates indicated and the consolidated incomeresults of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles (“US GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules included in the Registration Statement schedules, if any, present fairly in accordance with US GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, data and historical and pro forma the summary financial information, if any, information included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectustherein. The pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly present 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 basis 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; and any . Except as included therein, no historical or pro forma financial information statements or supporting schedules are required to be included in the Registration Statement, the General Disclosure Package and or the Prospectus has been accurately and appropriately derived therefromunder the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package and 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 under of the 1934 Act and Item 10 of Regulation S-K of the 1933 Act RegulationsAct, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 (500.com LTD)

Financial Statements. The consolidated financial statements of the Company included included, incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the consolidated financial position of the Company and its consolidated subsidiaries or Republic First Bancorp, Inc. (“Republic First”) and its consolidated subsidiaries, as the case may be, at the dates indicated and the consolidated incometheir respective statements of operations, stockholders’ equity and cash flows of the Company and its subsidiaries for the periods specified; said consolidated . 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. The supporting schedules included schedules, if any, included, incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, data and historical and pro forma the summary financial informationinformation included, if anyincorporated or deemed to be incorporated by reference in the Registration Statement, included in the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement andincluded, in the case of any such pro forma data, the pro forma financial statements included incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. The unaudited pro forma consolidated financial statements and the related notes included thereto included, incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly present in all material respects the information shown therein, pro forma consolidated results of operations and financial position of the Company for the periods specified and have been prepared in accordance with Rules 11-01 and 11-02 of Regulation S-X and the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis bases described therein, and the assumptions used in the preparation thereof are reasonable and provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein, and the related adjustments used therein are give appropriate to give effect to the transactions and circumstances referred to therein; therein and any the pro forma columns therein reflect the proper application of these adjustments to the corresponding historical financial information included statement amounts. No other financial statements or schedules are required under the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations to be included, incorporated or deemed incorporated by reference in the Registration Statement, the General Disclosure Package and or the Prospectus has been accurately and appropriately derived therefromProspectus. All To the extent applicable, all disclosures contained in the Registration Statement, Statement the General Disclosure Package and or the Prospectus regarding “non-non GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under of the 1934 Act, the 1934 Act Regulations and Item 10 of Regulation S-K of under the 1933 Act RegulationsAct, to the extent as applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 (Metro Bancorp, Inc.)

Financial Statements. The consolidated financial statements and any supporting schedules of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus, together with the related schedules and notes, Prospectus present fairly the consolidated financial position of the Company and its consolidated subsidiaries at as of the dates indicated and the consolidated income, stockholders’ equity and cash flows results of the Company and its subsidiaries their respective operations for the periods specified; and, except as otherwise stated in the Registration Statement, the Time of Sale Information and the Prospectus, said consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout basis; and the periods involved. The supporting schedules of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical ; and pro forma the selected financial data, if any, data and historical and pro forma the summary financial information, if any, included or incorporated by reference in the General Disclosure Package Registration Statement, the Time of Sale Information and the Prospectus present fairly the information shown therein as of the dates indicated and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus. The ; and the pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus present fairly present 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 basis 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; and any pro forma financial information the Company’s ratios of earnings to fixed charges included in the Registration Statement, Prospectus under the General Disclosure Package caption “Ratio of Earnings to Fixed Charges and the Prospectus has been accurately Preferred Stock Dividends” and appropriately derived therefrom. All disclosures contained in Exhibit 12 to the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the CommissionStatement have been calculated in compliance with Item 503(d) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to Commission as at the extent applicabledates indicated therein. The interactive data in eXtensible Business Reporting Language included in any of the documents incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Information 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 (Hcp, Inc.)

Financial Statements. The consolidated historical financial statements statements, together with the related schedules and notes, included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the financial position of the Company included and its consolidated subsidiaries or the Company’s predecessor and its subsidiaries, as applicable, at the dates indicated and the statements of operations, changes in members’ equity and parent net investment and cash flows of the Company and its consolidated subsidiaries or the Company’s predecessor and its subsidiaries, as applicable, for the periods specified; except as disclosed in such financial statements or the notes thereto in the Registration Statement, the General Disclosure Package and the Prospectus, together with or elsewhere in the related schedules and notesRegistration Statement, present fairly the consolidated financial position of the Company and its subsidiaries at the dates indicated General Disclosure Package and the consolidated incomeProspectus, stockholders’ equity and cash flows of the Company and its subsidiaries for the periods specified; said consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules schedules, if any, included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects, and in accordance with GAAP (other than as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus), the information required to be stated therein. The historical and pro forma selected financial data, if any, data and historical and pro forma the summary financial information, if any, data 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 in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements of the Company and its subsidiaries and the related notes thereto included in each of the Registration Statement, the General Disclosure Package and the Prospectus present fairly present 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 according to the requirements of Regulation S-X and have been properly compiled on the basis 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; and any . Except as included therein, no historical or pro forma financial information statements or supporting schedules are required to be included in the Registration Statement, the General Disclosure Package and or the Prospectus has been accurately and appropriately derived therefromunder the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package and 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 under of the 1934 Act and Item 10 10(e) of Regulation S-K of the 1933 Act RegulationsAct, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 theretorespects.

Appears in 1 contract

Samples: Underwriting Agreement (Warrior Met Coal, LLC)

Financial Statements. The consolidated financial statements of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the consolidated financial position of the Company and its consolidated subsidiaries at the dates indicated and the consolidated incomestatement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as disclosed therein. The supporting schedules schedules, if any, included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, data and historical and pro forma the summary financial information, if any, information included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in and the case books and records of any such pro forma data, the pro forma Company. No other financial statements or schedules are required to be included in the Registration Statement. To the extent applicable, all disclosures contained in the Registration Statement 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, the General Disclosure Package 1934 Act Regulations and Item 10 of Regulation S-K under the Prospectus1933 Act, as applicable. The pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly present 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 basis 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; and any pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents incorporated by reference in the Registration Statement, the General 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.

Appears in 1 contract

Samples: Underwriting Agreement (Eagle Bancorp Inc)

Financial Statements. The consolidated financial statements statements, including the notes thereto and supporting schedules included or incorporated by reference in the SEC Documents, fairly present in all material respects the financial position and the results of operations of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the consolidated financial position of the Company and its subsidiaries at the dates indicated and the consolidated income, stockholders’ equity and cash flows of the Company and its subsidiaries for the periods specifiedto which they apply; said consolidated and such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) IFRS, consistently applied on a consistent basis throughout the periods involved. The involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by IFRS); and the supporting schedules included or incorporated by reference in the Registration Statement SEC Documents present fairly in accordance with GAAP the information required to be stated therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements are required to be included or incorporated by reference in the SEC Documents under the 1933 Act or the regulations promulgated thereunder. The historical pro forma and pro forma selected as adjusted financial data, if any, information and historical and pro forma summary financial informationthe related notes, if any, included or incorporated by reference in SEC Documents have been properly compiled and prepared in accordance with the General Disclosure Package applicable requirements of the 1933 Act or the regulations promulgated thereunder and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and related notes included in the Registration Statement, the General Disclosure Package and the Prospectus fairly present 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 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; and any pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration StatementSEC Documents, the General Disclosure Package and 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) SEC), if any, comply in all material respects with Regulation G under of the 1934 Act and Item 10 of Regulation S-K of the 1933 Act RegulationsAct, to the extent applicable. The interactive data SEC Documents disclose 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 eXtensible Business Reporting Language included financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the SEC Documents, (a) neither the Company nor any of the documents incorporated by reference its Subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the Registration Statementordinary course of business, (b) the General Disclosure Package 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 ordinary course of business or any grants under any stock compensation plan, and (d) there has not been any change in the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the CommissionCompany’s rules and guidelines applicable theretolong-term or short-term debt that constitutes a Material Adverse Effect.

Appears in 1 contract

Samples: Securities Purchase Agreement (Nano Dimension Ltd.)

Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company included in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, together with the related schedules and notes, Prospectus present fairly the consolidated financial position of the Company and its subsidiaries at as of the dates indicated and the consolidated incomeresults of their operations, stockholderschanges in shareholders’ equity and cash flows of the Company and its subsidiaries for the periods specified; said consolidated . Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules included , except as may be expressly stated in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and related notes included in the Registration Statement, the General Disclosure Package and the Prospectus fairly present 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 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; and any pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicablethereto. The interactive data in eXtensible Business Reporting Language included in any of the documents or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus 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 Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Business Developments” and “Capitalization” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. To the extent applicable, any pro forma financial statements or data included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus comply with the requirements of Regulation S-X of the Securities Act, including, without limitation, Article 11 thereof, 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 Time of Sale Prospectus and the Prospectus is accurately presented and prepared on a basis consistent with the financial statements and books and records of the Company. The Company and its 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 Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus, the Prospectus and any free writing prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Appears in 1 contract

Samples: uniQure N.V.

Financial Statements. The consolidated financial statements of the 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 and its consolidated subsidiaries at the dates indicated and the consolidated incomestatement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its consolidated subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement, the General Disclosure Package or the Prospectus that are not included as required; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules “Selected Financial and Other Information” included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial dataStatement, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus present fairly 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 in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial data set forth in the General Disclosure Package and in the Prospectus under the caption “Capitalization” fairly present the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. [The pro forma financial information with respect to the Company included under the captions “Unaudited Selected Pro Forma Condensed Consolidated Financial Data,” “Unaudited Pro Forma Per Share Data” and “Unaudited Pro Forma Condensed Consolidated Financial Statements” and elsewhere in the Registration Statement, the General Disclosure Package and the Prospectus present fairly present in all material respects the information shown contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the basis 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; and any . There is no other pro forma financial information that is required to be included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (that is not included 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 of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 theretorequired.]

Appears in 1 contract

Samples: Purchase Agreement (Golub Capital BDC, Inc.)

Financial Statements. The consolidated financial statements of the 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 and its consolidated subsidiaries at the dates indicated and the consolidated incomestatement of operations, stockholders’ equity consolidated statement of net assets and consolidated statement of cash flows of the Company and its consolidated subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement, the General Disclosure Package or the Prospectus that are not included as required; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules “Selected Consolidated Financial and Other Data” included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial dataStatement, if any, and historical and pro forma summary financial information, if any, included in the General Disclosure Package and the Prospectus present fairly 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 in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial data set forth in the General Disclosure Package and in the Prospectus under the caption “Capitalization” fairly present the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. [The pro forma financial information with respect to the Company included under the captions “Unaudited Selected Pro Forma Condensed Consolidated Financial Data,” “Unaudited Pro Forma Per Share Data” and “Unaudited Pro Forma Condensed Consolidated Financial Statements” and elsewhere in the Registration Statement, the General Disclosure Package and the Prospectus present fairly present in all material respects the information shown contained therein, have has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have has been properly compiled presented on the basis 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; and any . There is no other pro forma financial information that is required to be included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (that is not included 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 of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents 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 theretorequired.]

Appears in 1 contract

Samples: Purchase Agreement (Horizon Technology Finance Corp)

Financial Statements. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package Statement and the Prospectus, together with the related schedules and notes, present fairly the consolidated financial position of the Company and its subsidiaries entities indicated at the dates indicated and the consolidated incomestatement of operations, stockholders’ equity and cash flows of the Company and its subsidiaries entities indicated for the periods specified; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules included in the Registration Statement schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The historical and pro forma selected financial data, if any, data and historical and pro forma the summary financial information, if any, information included in the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and, in the case of any such pro forma data, the pro forma financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package Statement and the Prospectus Prospectus, if any, present fairly present 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 basis 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; and any pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been accurately and appropriately derived therefrom. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus or any Issuer Free Writing Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under of the 1934 Act and Item 10 of Regulation S-K of the 1933 Act RegulationsAct, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in any of the documents incorporated by reference in the Registration Statement, the General Disclosure Package Statement 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 rules and guidelines applicable thereto.

Appears in 1 contract

Samples: Equity Distribution Agreement (FXCM Inc.)

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