Company Unaudited Financial Statements definition

Company Unaudited Financial Statements has the meaning set forth in Section 3.08(a).

Company Unaudited Financial Statements means the unaudited balance sheet of the Company as of December 31, 2011 and the unaudited statements of operations, cash flows and stockholders’ deficit of the Company for the year ended December 31, 2011.

Company Unaudited Financial Statements is defined in Section 4.03(a).

Examples of Company Unaudited Financial Statements in a sentence

• The Financial Statements fairly present the financial condition, operating results and cash flows of the Company as of the respective dates and for the respective periods indicated in accordance with GAAP, except that the Company Unaudited Financial Statements, the Acquisition Unaudited Financial Statements and the Pro Forma Financial Statements do not contain footnotes or normal year-end adjustments.

• The Financial Statements are complete and correct in all material respects and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and with each other, except that the Company Unaudited Financial Statements, the MAG Unaudited Financial Statements and the Pro Forma Financial Statements do not contain footnotes or normal year-end adjustments.

• The reserve for Taxes as set forth on the Company Unaudited Financial Statements is accurate and complete for all taxable periods (and portions thereof) ending on or prior to the date hereof and such reserves have been prepared in accordance with GAAP.

• Schedule 3.7 sets forth an accurate list as of the Company Unaudited Balance Sheet Date (as defined below) of (i) all liabilities of the Company and the Subsidiaries which are reflected in the balance sheet contained in the Company Unaudited Financial Statements and (ii) any liabilities of any kind of the Company or the Subsidiaries which are not reflected in the balance sheet included in the Company Unaudited Financial Statements.

• The Company Audited Financial Statements and the Company Unaudited Financial Statements are collectively referred to in this Agreement as the “Company Financial Statements”.

More Definitions of Company Unaudited Financial Statements

Company Unaudited Financial Statements means those unaudited financial statements of the Company as at September 30, 2006, filed with the United States Securities and Exchange Commission on November 14, 2006.

Company Unaudited Financial Statements means the unaudited consolidated financial statements of the Company and its Subsidiaries for the fiscal period commencing April 1, 2009 and ended September 30, 2009.

Company Unaudited Financial Statements shall have the meaning set forth in Section 5.6(a).

Company Unaudited Financial Statements is defined in Section 5.10(a). “Confidentiality Agreement” means that certain Confidentiality, Standstill and Non- Solicitation Agreement, dated as of January 5, 2018 between Parent and the Company. “Consent” means any approval, consent, ratification, permission, waiver, or authorization (including any required by a Governmental Body). “Consideration Letter” means a letter to be delivered by the Company to the Parent setting forth the (i) holder of Specified Parent Common Stock to be issued to each holder of Series A Company Units as of immediately following the Conversion and (ii) the portion of the Company Noteholder Remaining Debt Amount to be paid to each holder thereof, in each case pursuant to Section 4.1 hereof. “Contract” means any written agreement, lease, license, note, evidence of indebtedness, mortgage, security agreement, understanding, instrument or other legally binding arrangement. “Conversion” means the conversion of the Company Debt under the Company Note Agreements (excluding, for purposes of clarification, any Company Debt under the Company Credit Facility) into Series A Common Units of the Company pursuant to the Note Conversion Agreement and in accordance with this Agreement. “Debt Documents” is defined in Section 7.21(e). “D&O Insurance” is defined in Section 7.13. “Data Room” is defined in Section 5.12(b). “Delaware Certificate of Merger” is defined in Section 2.2(b). “DGCL” means the Delaware General Corporation Law. “DLLCA” means the Delaware Limited Liability Company Act. “Effective Time” is defined in Section 2.2(b). DB1/ 97944280.7 EXHIBIT B

Company Unaudited Financial Statements means the unaudited consolidated balance sheets of the Company as of December 30, 2005, and the related unaudited consolidated statements of income, changes in stockholders' equity and cash flows for the Company for the fiscal year then ended, including any consolidating schedules and the notes thereto.

Company Unaudited Financial Statements means those unaudited financial statements of the Company, as at April 30, 2006, which are attached as Schedule "A-2" hereto.

Company Unaudited Financial Statements shall have the meaning ascribed to such term in Section 6.9(b). “Confidentiality Agreement” shall have the meaning ascribed to such term in Section 6.1(b).