Required Financials. (a) The Company shall deliver to SPAC, as promptly as reasonably practicable following the date of this Agreement the Closing Financial Statements, as applicable. The Closing Company Financial Statements (i) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except, in the case of any audited financial statements, as may be specifically indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be, individually or in the aggregate, material) and the absence of notes thereto), (ii) will fairly present in all material respects the financial position, results of operation, stockholders’ equity and cash flows of the Company as at the date thereof and for the period indicated therein, (iii) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except, in the case of any audited financial statements, as may be specifically indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be, individually or in the aggregate, material) and the absence of notes thereto), (iv) in the case of any audited financial statements, will be audited in accordance with the standards of the PCAOB and will contain an unqualified report of the Company’s auditor and (v) will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates of delivery (including Regulation S-X or Regulation S-K, as applicable).
Required Financials. (a) The Company shall deliver to Bannix, as promptly as reasonably practicable following the date of the relevant financial statement or other applicable period, the Closing Company Financial Statements.
Required Financials. The Company shall use its reasonable best efforts to (a) deliver to BAC (i) (x) not later than February 7, 2024, true, correct and complete copies of the audited consolidated balance sheet of the Company as of December 31, 2021, and December 31, 2022, and (y) as soon as reasonably practicable after February 7, 2024 but no later than March 31, 2024, true, correct and complete copies of the audited consolidated balance sheet of the Company as of December 31, 2023, in each case including the related audited consolidated statements of income and cash flows of the Company for such years, each audited in accordance with the auditing standards of the PCAOB, together with an unqualified audit report thereon from the Company’s independent public accountants (collectively, the “PCAOB Audited Financials”), (ii) (x) as soon as reasonably practicable but no later than February 7, 2024, the unaudited consolidated balance sheet of the Company as of the last day of September 30, 2023 and (y) within forty-five (45) days as of the end of each subsequent fiscal quarter ending at least forty-five (45) days prior to the filing of the Registration Statement or any amendment thereto or as otherwise required by the rules and regulations of the SEC governing the Registration Statement, the unaudited consolidated balance sheet of the Company as of the last day of such fiscal quarter, in each case including the related consolidated statements of income and cash flows of the Company for such periods (the “Company Unaudited Financials”), (iii) at such time as any PCAOB Audited Financials or Company Unaudited Financials are delivered to BAC pursuant to the foregoing, any historical financial statements of any persons acquired or to be acquired by the Company, whether in connection with the Pharmacy Acquisitions or otherwise, required by Rule 3-05 of Regulation S-X of the SEC or otherwise required by the rules and regulations of the SEC governing the Registration Statement (in the case of any such financial statements required to be audited, each audited in accordance with the auditing standard of the AICPA, together with an unqualified audit report thereon from the Company’s independent auditors) (the “Acquired Company Financials”) and (iv) at such time as any PCAOB Audited Financials, Company Unaudited Financials and/or Acquired Company Financials are delivered to BAC pursuant to the foregoing, any unaudited pro forma financial statements required by Regulation S-X of the SEC to be in...
Required Financials. (a) The Sellers acknowledge the importance for the Offeror that the Condition Precedent set out in Section 3.1(b) of the Securities Purchase Agreement be fulfilled as soon as possible and confirm that they are not aware of any reason that may prevent the delivery of the Required Financials on or prior to the Long Stop Date.
Required Financials. The Company will use commercially reasonably efforts to provide the Purchaser as soon as reasonably practicable following the date hereof, SAS 100 review of the Q1 Financials by the Company’s independent auditors (the “Required Financials”).
Required Financials. The Company shall have delivered the Required Financials to Parent and Parent shall have received a certificate, dated the Closing Date, signed by Xxxxx X. Xxxxxxx, certifying on behalf of the Company that, based on his Knowledge, the Required Financials fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in the Required Financials.
Required Financials. (a) The Company (i) shall deliver to Tailwind (A) as promptly as reasonably practicable following the date of this Agreement, the Initial Required Financial Statements, and (B) as promptly as practicable following the relevant financial statement or other applicable period, any other Required Closing Financial Statements and (ii) has delivered, as of the date hereof, the 2019 Audited Financial Statements (which are, for the avoidance of doubt, attached as to Section 3.4(a) of the Company Disclosure Schedules).
Required Financials. Parent shall have received: (i) a schedule of the Company’s Liabilities, dated as of a date not more than five (5) Business Days prior to the Closing Date, in a form reasonably satisfactory to Parent, (ii) the financial statements required to be delivered pursuant to Section 5.14 (the “Required Financials”) together with the consent of the Company’s auditors to the filing by Parent of the Required Financials on Form 8-K of the Exchange Act in conjunction with the transactions contemplated by this Agreement (collectively clauses (i)-(ii) the “Required Financial Information”).
Required Financials. (a) The Company shall deliver to BOA, as promptly as reasonably practicable following the date of the relevant financial statement or other applicable period, the Closing Company Financial Statements.
Required Financials. The Company Group shall have delivered to Parent the Required Financials.
