PCAOB Audited Financial Statements definition

PCAOB Audited Financial Statements means the Company Entities’ audited combined balance sheet as of December 31, 2020 and December 31, 2021 and statements of income, changes in shareholder equity and cash flows for the twelve (12)-month periods then ended, each audited in accordance with US GAAP and PCAOB auditing standards by a PCAOB qualified auditor.

PCAOB Audited Financial Statements has the meaning specified in Section 6.3.

PCAOB Audited Financial Statements means the audited consolidated financial statements of the Target Companies (including, in each case, any related notes thereto), consisting of the audited consolidated balance sheets of the Target Companies as of the Balance Sheet Date and the related consolidated audited income statements, changes in shareholder equity and statements of cash flows for the year then ended, each audited in accordance with PCAOB auditing standards by a PCAOB qualified auditor.

Examples of PCAOB Audited Financial Statements in a sentence

• The PCAOB Audited Financial Statements shall comply as to form in all material respects, and shall be prepared in accordance, with U.S. GAAP (as modified by the rules and regulations of the SEC) applied on a consistent basis throughout the periods involved, shall fairly present in all material respects the consolidated financial position of the Company at the date thereof and the results of its operations and cash flows for the period therein indicated.

• The Company has delivered true and complete copies of the audited consolidated balance sheet of the Company as of December 31, 2021, and December 31, 2022, and the PCAOB Audited Financial Statements.

• All costs incurred in connection with preparing and obtaining the PCAOB Audited Financial Statements shall be borne by the Company.

• When delivered by the Company to Parent after the date hereof, the PCAOB Audited Financial Statements will not reflect any differences from the Financial Statements for the periods shown, except for such differences that would not constitute a Company Material Adverse Effect.

• Since December 31, 2022, and on and prior to the date of this Agreement, except as otherwise reflected in the PCAOB Audited Financial Statements, as set forth on Section 4.08 of the Company Disclosure Schedule or expressly contemplated by this Agreement, (a) the Company and the Company Subsidiaries have conducted their respective businesses in all material respects in the ordinary course of business and (b) there has not been a Company Material Adverse Effect.

• As soon as reasonably practicable following the date of this Agreement, and in any event no later than September 30, 2022 (such date, as it may be extended, the “PCAOB Audit Deadline”), the Company shall deliver to Alset the PCAOB Audited Financial Statements.

• Upon delivery of the PCAOB Audited Financial Statements, the representations and warranties set forth in Section 4.10 shall be deemed to apply to the PCAOB Audited Financial Statements in the same manner as the Company Financial Statements, mutatis mutandis, with the same force and effect as if included in Section 4.10 as of the date of this Agreement.

• As promptly as reasonably practicable after the date of this Agreement, Seller shall deliver to Purchaser the PCAOB Audited Financial Statements, the audited and unaudited financial statements of the Acquired Subsidiaries in the form and to the extent that are required to be included in the Proxy Statement, and any other audited and unaudited consolidated balance sheets and the related audited or unaudited consolidated accounts of Seller that are required to be included in the Proxy Statement.

• As promptly as reasonably practicable after the date of this Agreement, and in any case prior to the date of first filing of the Proxy Statement, the Company shall deliver to Purchaser the PCAOB Audited Financial Statements and any other audited and unaudited consolidated balance sheets and the related audited or unaudited consolidated accounts of the Company that are required to be included in the Proxy Statement.

• As promptly as reasonably practicable after the date of this Agreement, and in any case prior to the date of first filing of the Proxy Statement, the Company shall deliver to SPAC the PCAOB Audited Financial Statements and any other audited and unaudited consolidated balance sheets and the related audited or unaudited consolidated accounts of the Company that are required to be included in the Proxy Statement.

More Definitions of PCAOB Audited Financial Statements

PCAOB Audited Financial Statements. Section 4.08(b)

PCAOB Audited Financial Statements has the meaning set forth in Section 9.02(k) (Executed Agreements and Certificates).

PCAOB Audited Financial Statements has the meaning given to it in Section 6.18(g).

PCAOB Audited Financial Statements means the audited consolidated financial statements of the Company (including, in each case, any related notes thereto), consisting of the audited consolidated balance sheets of the Company as of the Balance Sheet Date and the related consolidated audited income statements, changes in shareholder equity and statements of cash flows for the year then ended, each audited in accordance with PCAOB auditing standards by a PCAOB qualified auditor.