Financial Statements; Internal Controls. (a) The Audited Financial Statements and the Unaudited Financial Statements (i) complied as to form with the published rules and regulations of the SEC applicable thereto, as of their respective filing dates with the SEC, in all material respects, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved and (iii) fairly present in all material respects the consolidated financial position of the Acquired Companies as of the dates thereof and their consolidated results of operations and cash flows of the Acquired Companies as of the dates or for the periods presented therein (subject, in the case of the Unaudited Financial Statements, to normal year-end adjustments and the absence of notes).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Medicines Co /De), Agreement and Plan of Merger (Alexion Pharmaceuticals, Inc.), Agreement and Plan of Merger (Portola Pharmaceuticals Inc)
Financial Statements; Internal Controls. (a) The Audited Financial Statements and the Unaudited Financial Statements (i) complied as to form with the published rules and regulations of the SEC applicable thereto, as of their respective filing dates with the SEC, in all material respects, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved and (iii) fairly present in all material respects the consolidated financial position of the Acquired Companies as of the dates thereof and their consolidated results of operations and cash flows of the Acquired Companies as of the dates or for the periods presented therein (subject, in the case of the Unaudited Financial Statements, to normal year-end adjustments that are not material in amount or nature and the absence of notes).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Goldfield Corp), Agreement and Plan of Merger (Goldfield Corp)
Financial Statements; Internal Controls. (a) The Audited Financial Statements and the Unaudited Financial Statements (i) complied as to form with the published rules and regulations of the SEC applicable thereto, as of their respective the filing dates date with the SEC, in all material respects, (ii) were prepared in accordance with GAAP applied on a consistent basis during (except as may be indicated in the periods involved notes thereto) and (iii) fairly present in all material respects the consolidated financial position of the Acquired Companies Company and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows of the Acquired Companies Company and its Subsidiaries as of the dates or for the periods presented therein (subject, in the case of the Unaudited Financial Statements, to normal year-end adjustments and the absence of notes)therein.
Appears in 1 contract
Samples: Agreement and Plan of Merger (National Holdings Corp)
