Recent Developments. As of the Effective Date, (i) all actions by each Company Entity necessary to authorize the execution, delivery and performance of the Transaction Documents have been taken (including the adoption of appropriate resolutions of the Governing Body), (ii) no Event of Default has occurred, and (iii) no Company Entity has incurred any additional Indebtedness since the Term Sheet Date.
Recent Developments. The financial information included the Registration Statement, the Disclosure Package and the Prospectus under the heading “[Summary—Recent Developments]” has been derived from the accounting records of the Company subject to internal controls, reflects and will reflect the Company’s best estimates of such information available to the Company as of the date hereof and as of each Closing Date, respectively, and, to the best of the Company’s knowledge and belief after due inquiry, is and will be accurate in all material respects as of such dates. If at any time following the date hereof there occurs an event or development as a result of which such financial information, if republished immediately following such event or development, would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (i) the Company will promptly notify the Representative and (ii) the Company will promptly amend or supplement the Registration Statement, the Disclosure Package and/or the Prospectus to eliminate or correct such conflict, untrue statement or omission.
Recent Developments. Since the date hereof, there shall be no fact or circumstance (individually or in the aggregate) which constitutes a Material Adverse Change.
Recent Developments. FinServ’s Restatement of Financial Statements On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement, dated as of October 31, 2019, between FinServ and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent. As a result of the SEC Statement, FinServ reevaluated the accounting treatment of it warrants, and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings. The change in fair value of the warrants is a non-cash charge and will be reflected in FinServ’s statement of operations. On April 26, 2021, as discussed with WithumSmith+Xxxxx, PC, XxxXxxx’s independent registered public accounting firm (the “Independent Accountants”), FinServ’s management and the Audit Committee of FinServ’s Board of Directors (the “Audit Committee”) concluded that, in light of the SEC Statement, it is appropriate to restate FinServ’s financial statements to reclassify the warrants as liabilities for the periods ended November 5, 2019, December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2020 and December 31, 2020. Considering such restatement, such financial statements should no longer be relied upon. This proxy statement/prospectus has been updated to include the restated financial statements for the period from August 9, 2019 (inception) through December 31, 2019 and for the year ended December31, 2020. Going forward, unless FinServ amends the terms of its warrant agreement, FinServ expects to continue to classify its warrants as liabilities, which would require FinServ to incur the cost of measuring the fair value of the warrant liabilities, and which may have an adverse effect on its results of operations.
Recent Developments. On January 1, 2006, the Corporation completed its merger with MBNA Corporation. Additional information regarding the foregoing is available from the filings made by the Corporation with the SEC, which filings can be inspected and copied at the public reference facilities maintained by the SEC at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, Xxxxxx Xxxxxx, at prescribed rates. In addition, the SEC maintains a website at xxxx://xxx.xxx.xxx, which contains reports, proxy statements and other information regarding registrants that file such information electronically with the SEC. The information concerning the Corporation, the derivative counterparty and the foregoing mergers contained herein is furnished solely to provide limited introductory information and does not purport to be comprehensive. Such information is qualified in its entirety by the detailed information appearing in the documents and financial statements referenced herein. Xxxxx’x currently rates the derivative counterparty’s long-term debt as “Aa1” and short-term debt as “P-1.” The outlook is Stable. Standard & Poor’s rates the derivative counterparty’s long-term debt as “AA” and its short-term debt as “A-1+.” Ratings are on CreditWatch Positive. Fitch rates long-term debt of the derivative counterparty as “AA-” and short-term debt as “F1+.” The outlook is Positive. Further information with respect to such ratings may be obtained from Xxxxx’x, Standard & Poor’s and Fitch, respectively. No assurances can be given that the current ratings of the derivative counterparty’s instruments will be maintained. The derivative counterparty will provide copies of the most recent Bank of America Corporation Annual Report on Form 10-K, any subsequent reports on Form 10-Q, and any required reports on Form 8-K (in each case as filed with the Commission pursuant to the Exchange Act), and the publicly available portions of the most recent quarterly Call Report of the derivative counterparty delivered to the Comptroller of the Currency, without charge, to each person to whom this document is delivered, on the written request of such person. Written requests should be directed to: Bank of America Corporate Communications 000 Xxxxx Xxxxx Xxxxxx, 18th Floor Charlotte, North Carolina 28255 Attention: Corporate Communications The delivery of this prospectus supplement shall not create any implication that there has been no change in the affairs of the Corporation or the derivative counterparty since the date hereof, or...
Recent Developments. Except as set forth on Schedule 4.17, since April 30, 2004, to the Knowledge of the Seller there has not been and no fact or condition otherwise exists, which would be reasonably expected to cause any change which would have a Material Adverse Effect, other than changes in the ordinary course of business the effect of which, individually or in the aggregate, do not have a Material Adverse Effect.
Recent Developments. On March 27, 2008, the Republic sent the following communication and economic update to the International Monetary Fund: Brazzaville, March 27, 2008 The Minister of Economy, Finance, and Budget to: Xx. Xxxxxxxxx Xxxxxxx-Kahn Managing Director International Monetary Fund Washington, D.C. 20431 USA Dear Xx. Xxxxxxx-Xxxx: The government of the Republic of Congo (Congo) pursued a Staff Monitored Program (SMP) during April-September 2007, with the intent of establishing a track record of performance that would support a subsequent move to a Poverty Reduction and Growth Facility (PRGF) arrangement. While we made some progress under the SMP, we also had fiscal slippages and did not implement some key structural measures in a timely manner, which prevented the successful completion of this program. The fiscal slippages were associated mainly with unanticipated costs of the legislative elections last year, higher subsidies to the petroleum sector due to high world oil prices, and higher than budgeted domestically-financed investment. On structural policies, delays in implementation reflected low capacity and the need to enhance program monitoring. In this regard, we established a new reporting and monitoring structure, which will xxxxxx strong program ownership and our relations with the IMF. A policy committee headed by the President of the Republic will manage Congo’s program and relations with the IMF, and it will be supported by a technical monitoring committee headed by a special advisor to the President of the Republic. The resident representatives of the IMF and the World Bank have been invited to serve as advisors to the technical committee. The technical committee has been heavily engaged with Fund staff, and we believe the flow of information and dialogue has already been improved. We are determined to make a break from the past, and to establish a satisfactory record of macroeconomic and structural policy implementation. In this regard, we request a new Staff Monitored Program covering the period January 1 through June 30, 2008. The policies and objectives of this SMP are detailed in the attached Memorandum of Economic and Financial Policies (MEFP). This SMP is designed to facilitate the move to a PRGF arrangement, by demonstrating the government’s resolve to pursue fiscal consolidation, enhance governance and transparency, and reassure Congo’s external creditors that we are committed to macroeconomic stabilization and structural reform. We believe that ...
Recent Developments. 4. Overall economic activity declined in 2007 because of a temporary fall in oil production caused by an accident on the Nkossa oil platform. However, the non oil economy continued to expand at a healthy pace (about 6½ percent), and above the growth rate experienced during the past several years. Food prices fell as a result of improvements in the transportation network, leading to a decline in annual inflation in 2007. The current account moved into deficit last year, reflecting the decline in oil production and imported equipment to repair the oil platform. The external position, however, was helped by an agreement with London Club creditors, which led to debt relief amounting to US$ 1.6 billion. This agreement is consistent with the enhanced HIPC Initiative and accounts for more than half of the total relief envisaged at the completion point.
Recent Developments. The adjusted EBITDA ranges for the fiscal year ending March 31, 2012 included in the Time of Sale Information and the Offering Memorandum (exclusive of any amendment or supplement thereto) under the heading “Summary—Recent Developments — Certain preliminary information for the full fiscal year ending March 31, 2012” were determined by the Company with a reasonable basis and in good faith. Nothing has come to the attention of the Company that has caused it to believe that the actual adjusted EBITDA amounts for the fiscal year ending March 31, 2012 will be materially different from the ranges disclosed in the Time of Sale Information and the Offering Memorandum (exclusive of any amendment or supplement thereto). Any certificate signed by an officer of the Company or any Guarantor and delivered to the Initial Purchasers or to counsel for the Initial Purchasers in connection with the transactions contemplated by this Agreement shall be deemed to be a representation and warranty by the Company or such Guarantor to the Initial Purchasers as to the matters set forth therein.
Recent Developments. Other than pursuant to this Agreement or as described in the Company SEC Reports, since January 1, 2017:
