Required Financial Statements. With respect to the determination of the Senior Secured First Lien Net Leverage Ratio, the Total Net Leverage Ratio, the Interest Coverage Ratio, the Fixed Charge Coverage Ratio or under any other applicable provision of the Loan Documents (including the definition of Immaterial Subsidiary) made on or prior to the date on which Required Financial Statements have been delivered for the first fiscal quarter ending after the Closing Date, such calculation will be determined for the period of four consecutive fiscal quarters most recently ended prior to the Closing Date, and calculated on a Pro Forma Basis. Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test contained in this Agreement with respect to any period during which any Specified Transaction occurs, the Senior Secured First Lien Net Leverage Ratio, the Total Net Leverage Ratio, the Interest Coverage Ratio, the Fixed Charge Coverage Ratio or under any other applicable provision of the Loan Documents (including the definition of Immaterial Subsidiary) shall be calculated with respect to such period and such Specified Transaction on a Pro Forma Basis.
Required Financial Statements. With respect to the determination of the First Lien Net Leverage Ratio, the Total Net Leverage Ratio or under any other applicable provision of the Loan Documents (including the definition of Immaterial Subsidiary) made on or prior to the date on which Required Financial Statements have been delivered for the fiscal quarter ended March 31, 2018, such calculation will be determined for the period of four consecutive fiscal quarters ended December 31, 2017, and calculated on a Pro Forma Basis.
Required Financial Statements. With respect to the determination of the Senior Secured First Lien Net Leverage Ratio (as defined in the Term Loan Facility as in effect on the Amendment No. 4 Effective Date), the Total Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Interest Coverage Ratio, or under any other applicable provision of the Loan Documents (including the definition of Immaterial Subsidiary) made on or prior to the date on which Required Financial Statements have been delivered for the first fiscal quarter ending after the Closing Date, such calculation will be determined for the period of four consecutive fiscal quarters most recently ended prior to the Closing Date, and calculated on a Pro Forma Basis. Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test contained in this Agreement with respect to any period during which any Specified Transaction occurs, the Senior Secured First Lien Net Leverage Ratio, the Total Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Interest Coverage Ratio or under any other applicable provision of the Loan Documents (including the definition of Immaterial Subsidiary) shall be calculated with respect to such period and such Specified Transaction on a Pro Forma Basis.
Required Financial Statements. (a) The Sellers and the Company shall (i) prepare and deliver, or cause to be prepared and delivered at or prior to the Closing Date, to Parent the audited carve-out financial statements of the Business required to be filed with the SEC by Parent on a Current Report on Form 8-K in connection with the Closing pursuant to Item 9.01(a) thereof for the periods specified in Rule 3-05(b) of, and otherwise prepared pursuant to, Regulation S-X under the Securities Act following receipt from Parent of written notice specifying the financial statements of the Business which are required to be filed with the SEC in accordance with such rules and regulations (such audited financial statements as specified by Parent, the “Required Carve-Out Audited Financial Statements”), and (ii) use commercially reasonable efforts to provide Parent, pursuant to and subject to Section 6.7, (A) as promptly as reasonably practicable following the date of the applicable request by Parent, such information as Parent shall reasonably request for Parent and its Subsidiaries to prepare the pro forma financial information regarding Parent and its consolidated Subsidiaries, including pro forma financial information regarding the China JV, giving effect to the Closing (including the Reorganizations), required to be filed with the SEC by Parent on a Current Report on Form 8-K in connection with the Closing pursuant to Item 9.01(b) thereof and prepared pursuant to Article 11 of Regulation S-X under the Securities Act (such pro forma financial information as specified by Parent, the “Required Pro Forma Financial Statements” and, together with the Required Carve-Out Audited Financial Statements, the “Required Financial Statements”) and (B) such other cooperation and assistance as Parent shall reasonably request in connection with the preparation of the Required Pro Forma Financial Statements.
Required Financial Statements. See Section 1.03.
Required Financial Statements. Notwithstanding any other provision in this Agreement, in the event there is no Pre-Paid Advance outstanding, the Company will not be required to file an initial Registration Statement by the Filing Deadline unless it has received the Required Financial Statements at least 10 business days prior to the Filing Deadline. In the event there is a Pre-Paid Advance outstanding, the Company acknowledges and agrees that it will file the initial Registration Statement pursuant to Section 1(c) herein.
Required Financial Statements. In connection with the Buyer IPO, the Sellers shall cause the Company to deliver to the Buyer:
Required Financial Statements. The Company shall have previously timely provided the Buyer with the Required Financial Statements.
Required Financial Statements. Ultimate Parent and Parent shall have received the Required Financial Statements, as set forth in Section 7.15(b).
Required Financial Statements. Prior to the Closing, the Company shall, and shall use its reasonable efforts to cause its independent auditors and other representatives to, at the Buyer’s expense, (i) reasonably cooperate with and assist Buyer and its representatives in the preparation and (if necessary) modification of such financial statements of or relating to the Company and its consolidated Subsidiaries as shall be necessary for Buyer to comply timely with its obligations to file financial statements with respect to the Company and its Subsidiaries with the Securities and Exchange Commission (the “SEC”) pursuant to Item 9.01 of Form 8-K, in each case meeting the requirements of Regulation S-X promulgated by the SEC and all other applicable accounting rules and regulations of the SEC promulgated thereunder (including financial statements required by Item 9.01(a)(1) of Form 8-K and pro forma financial information required by Item 9.01(b)(1) of Form 8-K), or with respect to any future registration statement or private offering that may be filed or conducted by Buyer or its Affiliates where inclusion of such financial statements is required, and (ii) cooperate with and assist Buyer and its representatives in obtaining any consents of the Company’s independent auditors to include and/or incorporate any of the Company’s audited financial statements and the auditors’ report thereon required to be filed, incorporated by reference or included in any disclosure document in connection with a public or private offering of securities of Buyer or its Affiliates. 4.15
