Required Information definition
Required Information means (i) audited combined balance sheets for the Business and the related combined statements of income, changes in shareholders’ equity and cash flows, setting forth in comparative form combined figures for the preceding fiscal year, for the two most recently completed fiscal years ended at least 90 days before the Closing Date, (ii) unaudited combined balance sheets for the Business and the related year-to-date combined statements of income and cash flows, in each case setting forth in comparative form combined figures for the corresponding period of the preceding fiscal year, for each fiscal quarter ended after the close of the most recently ended fiscal year (other than the fourth fiscal quarter) and at least 45 days before the Closing Date (it being understood that unaudited combined balance sheets for the Business and the related combined statements of income and cash flows for the fiscal quarters ended March 31, 2017 and June 30, 2017 shall not be required); (iii) information with respect to the Business reasonably necessary to prepare a pro forma consolidated balance sheet of the Buyer and its Subsidiaries and the related consolidated statements of income and cash flows as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date (or 90 days prior to the Closing Date if such four-fiscal quarter period is the end of the Buyer’s fiscal year), prepared after giving effect to the transactions contemplated by this Agreement as if the transactions had occurred as of such date (in the case of the balance sheet) or at the beginning of such period (in the case of other financial statements) (it being understand that Buyer shall be responsible for any post-Closing pro forma adjustments necessary or desired to be incorporated into any information used in connection with the Debt Financing) and (iv) all financial statements and other information with respect to the Business of the type required by Regulation S-X and Regulation S-K under the Securities Act for a registered offering of debt securities on Form S-1 or Form S-3 (or any successor forms thereto) under the Securities Act or customarily included in offering documents used in private placements under Rule 144A of the Securities Act, including such information as may be necessary so that the Required Information does not contain any untrue statement of a material fact with respect to the Business o...
Required Information has the meaning set forth in Section 6.1.
Required Information means the information that a limited
Examples of Required Information in a sentence
The Company hereby consents to the inclusion of the Required Information, as applicable, prior to the Closing in connection with the Financing and/or the Mergers in any registration statement, prospectus or document incorporated by reference therein filed, submitted or otherwise furnished by Parent to any Governmental Authority, or any customary offering memoranda, registration statement or prospectus in connection with a securities offering, whether public or private.
More Definitions of Required Information
Required Information shall have the meaning set forth in Section 6.10(a).
Required Information means the information that a limited partnership is required to maintain under section 488.111.
Required Information means the information set out in the Appendix A-F;
Required Information has the meaning set forth in Section 4(a) hereof.
Required Information means (i) the historical financial statements of the Company which are expressly required by clauses (A) and (B) of paragaph (iv) of Exhibit D of the Debt Commitment Letter and is requested by Parent in writing and (ii) other pertinent and customary historical financial information regarding the Company and its Subsidiaries reasonably requested by Parent in writing that is customarily included in private placement memoranda relating to a 4(a)(2) private placement of debt securities and bank information memoranda, in each case of the type contemplated by the Debt Financing. Notwithstanding anything to the contrary in this definition or otherwise, nothing herein will require the Company to provide (or be deemed to require the Company to prepare) any (A) segment reporting or consolidating financial statements, separate Subsidiary financial statements and other financial statements and data that would be required by Sections 3-05, 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act, in each case that the Company does not already prepare in connection with the Company SEC Documents, (B) CD&A and other information required by Item 402 of Regulation S-K and information regarding executive compensation and related party disclosure related to SEC Release Nos. 33-8732A, 34-54302A and IC-27444A that is not already included in the Company SEC Documents or (C) any other information customarily excluded from private placement memoranda for a 4(a)(2) private placement of debt securities and bank information memoranda. In addition, for the avoidance of doubt, “Required Information” shall not include pro forma financial information or projections, and Parent shall be solely responsible for any pro forma cost savings, synergies, capitalization, ownership or other post-Closing pro forma adjustments. If the Company shall in good faith reasonably believe that the Required Information has been delivered to Parent, the Company may deliver to Parent a written notice to that effect (stating when it believes the delivery of the Required Information to Parent was completed), in which case the Company shall be deemed to have complied with such obligation to furnish the Required Information and Parent shall be deemed to have received the Required Information, unless Parent in good faith reasonably believes that the Company has not completed delivery of the Required Information and not later than 5:00 p.m. (New York City time) three Business Days after the delivery of such n...
Required Information means, as applicable, either (i) the information required to be provided in a TFE Request, as specified in Section 4.0 of Appendix 4D; or (ii) the information required to be provided in an Exception Request, as specified in section 4.0 of Appendix 5C.
Required Information means, with respect to each Investor, all information regarding such Investor, the Registrable Securities held by such Investor or which such Investor has the right to acquire and the intended method of disposition of the Registrable Securities held by such Investor or which such Investor has the right to acquire as shall be required by the 1933 Act to effect the registration of the resale by such Investor of such Registrable Securities.