Common use of Basis of Presentation Clause in Contracts

Basis of Presentation. The unaudited pro forma condensed combined financial information was prepared with the Merger being accounted for as an asset acquisition by Xxxxx of AlmataBio. Upon completion of the Merger, Xxxxx obtained control of AlmataBio’s assets consisting primarily of cash and in-process research and development (“IPR&D”). In accordance with U.S. GAAP, Xxxxx must first assess whether an integrated set of assets and activities should be accounted for as an acquisition of a business or an asset acquisition. An initial screen test is completed to determine if substantially all of the fair value of the gross assets acquired of AlmataBio is concentrated in a single asset or group of similar assets. If that screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the definition of a business. Xxxxx accounted for the acquisition of AlmataBio as an asset acquisition as substantially all of the fair value of the gross assets being acquired of AlmataBio is concentrated within AlmataBio’s IPR&D, specifically AVTX-009. Under the asset acquisition method of accounting, the assets acquired and liabilities assumed are recognized and measured at fair value and no goodwill is recorded or recognized. Acquired IPR&D that has no future alternative use is expensed at the time of acquisition. The pro forma adjustments reflecting the consummation of the Merger and PIPE Financing are based on certain currently available information and certain assumptions and methodologies that Xxxxx believes are reasonable under the circumstances. The pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is possible that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. Xxxxx believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Merger and PIPE Financing based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Merger. The unaudited pro forma condensed combined financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the integration of the two companies and does not purport to represent the actual results of operations that Xxxxx and AlmataBio would have achieved had the companies been combined during the periods presented and is not intended to project the future results of operations that the combined company may achieve after the Merger.

Basis of Presentation. The unaudited pro forma condensed combined financial information was prepared with on the Merger being basis that the Acquisition is accounted for as an asset acquisition of Xxxxx by Xxxxx of AlmataBio. Upon completion of under accounting principles generally accepted in the Merger, Xxxxx obtained control of AlmataBio’s assets consisting primarily of cash and in-process research and development (“IPR&D”)United States. In accordance with U.S. GAAPthe Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, Xxxxx must first assess whether an integrated set of assets and activities should be accounted for as an acquisition of a business or an asset acquisition. An evaluated the initial screen test is completed to determine if substantially all of the fair value of the gross assets acquired of AlmataBio Xxxxx is concentrated in a single asset or a group of similar assets. If Xxxxx concluded that screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the definition of a business. Xxxxx accounted for the acquisition of AlmataBio as an asset acquisition as substantially all of the fair value of the gross assets being acquired of AlmataBio Xxxxx is concentrated within AlmataBio’s in the TNT119 (“IPR&D”) asset. Accordingly, specifically AVTX-009Xxxxx will account for the transaction as an asset acquisition. Under the asset acquisition method of accounting, consideration is allocated to the assets acquired and liabilities assumed are recognized and measured at on a relative fair value and basis, no goodwill is recorded or recognizedand all direct acquisition costs are included in the total consideration transferred. Acquired Any acquired IPR&D that has with no future alternative use is will be expensed at the time closing of acquisitionthe Acquisition. The pro forma adjustments reflecting the consummation of the Merger Acquisition, Private Placement, and PIPE Financing related transactions are based on certain currently available information and certain information, assumptions and methodologies that Xxxxx believes are reasonable under the circumstances. The information, assumptions and methodologies used to determine the pro forma adjustments, which are described in the accompanying these notes, may be revised change as additional information becomes available and is evaluatedevaluated by Xxxxx. Therefore, it is possible likely that the actual adjustments will differ from the pro forma adjustments, and it is possible that the difference may be material. Xxxxx believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Merger Acquisition, Private Placement, and PIPE Financing related transactions based on information available to Eliem management at as of the date of this time proxy statement and that the pro forma adjustments give appropriate effect to those assumptions and methodologies and are properly applied in the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Merger. The unaudited pro forma condensed combined financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the integration of the two companies and does not purport to represent the actual results of operations that Xxxxx and AlmataBio would have achieved had the companies been combined during the periods presented and is not intended to project the future results of operations that the combined company may achieve after the Merger.

Basis of Presentation. The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (referred to as management adjustments). Xxxxxx has elected not to present management adjustments and will only be presenting transaction accounting adjustments related to the accounting for the Merger being accounted (the “pro forma adjustments”) in the unaudited pro forma condensed combined financial information. The adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary to assist in understanding the combined company upon consummation of the Merger. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2023, and the year ended December 31, 2022, have been prepared by combining the Globus and NuVasive statements of operations for the period and applying the related pro forma adjustments. The pro forma adjustments have been prepared as an asset acquisition by Xxxxx if the Merger related to NuVasive occurred on January 1, 2022, for the unaudited pro forma condensed combined statements of AlmataBiooperations. The pro forma adjustments are based on currently available information and certain estimates and assumptions, and therefore the actual effects of these transactions will differ from the pro forma adjustments. Upon completion of the Merger, Xxxxx obtained control Globus controlled NuVasive, and accordingly was determined to be the accounting acquirer. The unaudited pro forma condensed combined financial information has been prepared by Globus using the acquisition method of AlmataBioaccounting in accordance with GAAP. Under this method, the aggregate consideration was allocated to NuVasive’s assets consisting primarily acquired and liabilities assumed based upon their acquisition date estimated fair values. The excess of cash and in-process research and development (“IPR&D”). In accordance with U.S. GAAP, Xxxxx must first assess whether an integrated set purchase price over the fair value of assets acquired and activities should be accounted for as an acquisition of a business or an asset acquisitionliabilities assumed was allocated to goodwill. An initial screen test The unaudited pro forma condensed combined financial information is completed to determine if substantially all based on preliminary estimates of the fair value of the gross assets acquired of AlmataBio is concentrated in a single asset or group of similar assets. If that screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the definition of a business. Xxxxx accounted for the acquisition of AlmataBio as an asset acquisition as substantially all of the fair value of the gross assets being acquired of AlmataBio is concentrated within AlmataBio’s IPR&D, specifically AVTX-009. Under the asset acquisition method of accounting, the assets acquired and liabilities assumed are recognized and measured at fair value and no goodwill is recorded or recognized. Acquired IPR&D that has no future alternative use is expensed at the time of acquisition. The pro forma adjustments reflecting the consummation of the Merger and PIPE Financing are based on certain currently available information and certain assumptions and methodologies that Xxxxx believes are reasonable under the circumstances. The pro forma adjustmentswere acquired, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluatedrequires significant assumptions. Therefore, it is possible Globus management believes that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. Xxxxx believes that its assumptions and methodologies used provide a reasonable basis for presenting all of the significant effects of the Merger and PIPE Financing based on information available to management at this time transactions and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information gives appropriate effect to the assumptions. These assumptions may change upon the finalization of the fair value, which would have a corresponding impact on the pro forma financial information. The unaudited pro forma condensed combined financial information does not give effect reflect the impact of any potential restructuring or integration activities that have yet to any anticipated synergiesbe determined, operating efficienciesnor the impact of possible cost or growth synergies expected to be achieved by the combined company, tax savings, as no assurance can be made that such cost or cost savings that may growth synergies will be associated with achieved. The accounting policies followed in preparing the Mergerunaudited pro forma condensed combined financial information are those used by Globus as set forth in the historical financial statements. The unaudited pro forma condensed combined financial information does not give effect reflects any material adjustments known at this time to conform NuVasive historical financial information to Globus’s significant accounting policies based on Globus management’s review of NuVasive’s summary of significant accounting policies, as disclosed in the potential impact of current NuVasive historical financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the integration of the two companies and does not purport to represent the actual results of operations that Xxxxx and AlmataBio would have achieved had the companies been combined during the periods presented and is not intended to project the future results of operations that the combined company may achieve after the Mergerstatements.

Basis of Presentation. The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of Regulation S-X and gives effect to events that are (1) directly attributable to the Merger and the Financing Transactions, (2) factually supportable and (3) with respect to the condensed combined statement of operations, expected to have a continuing impact on the combined company’s results. The unaudited pro forma condensed combined financial information and related notes have been prepared utilizing period ends that differ by fewer than 93 days, as permitted by Regulation S-X. The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC 805, with Marvell as the accounting acquirer, using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and based on the historical consolidated financial statements of Marvell and Cavium. Under ASC 805, all assets acquired and liabilities assumed in a business combination are recognized and measured at their assumed acquisition date fair value, while transaction costs and restructuring costs associated with the Merger being accounted for business combination are expensed as an asset acquisition by Xxxxx incurred. The excess of AlmataBiomerger consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. Upon completion of the Merger, Xxxxx obtained control of AlmataBio’s assets consisting primarily of cash and Acquired in-process research and development (“IPR&D”). In accordance with U.S. GAAP, Xxxxx must first assess whether an integrated set of assets and activities should be accounted for ) is recorded at fair value as an acquisition indefinite-lived intangible asset at the assumed merger date until completion or abandonment of a business or an asset acquisitionthe associated research and development efforts. An initial screen test is completed to determine if substantially Upon completion of development, acquired IPR&D assets are considered amortizable, finite-lived assets. The allocation of the purchase consideration for the Merger depends upon certain estimates and assumptions, all of the fair value which are preliminary. The allocation of the gross assets acquired of AlmataBio is concentrated in a single asset or group of similar assets. If that screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company purchase consideration has acquired inputs and processes that have the ability to create outputs which would meet the definition of a business. Xxxxx accounted been made for the acquisition purpose of AlmataBio as an asset acquisition as substantially all developing the unaudited pro forma condensed combined financial information. A final determination of the fair value values of the gross assets being acquired of AlmataBio is concentrated within AlmataBio’s IPR&D, specifically AVTX-009. Under the asset acquisition method of accounting, the assets acquired and liabilities assumed are recognized relating to the acquisition could differ materially from the preliminary allocation of purchase consideration. This final valuation will be based on the actual net tangible and measured at fair value and no goodwill is recorded or recognized. Acquired IPR&D that has no future alternative use is expensed intangible assets of Cavium existing at the time acquisition date. The final valuation may materially change the allocation of acquisitionpurchase consideration, which could materially affect the fair values assigned to the assets and liabilities and could result in a material change to the unaudited pro forma condensed combined financial information. The pro forma adjustments reflecting the consummation of the Merger represent Marvell management’s best estimates and PIPE Financing are based on certain upon currently available information and certain assumptions and methodologies that Xxxxx Marvell believes are reasonable under the circumstances. The pro forma adjustments, which are described in Marvell is not aware of any material transactions between Marvell and Cavium (prior to the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is possible that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. Xxxxx believes that its assumptions and methodologies provide a reasonable basis for presenting all announcement of the significant effects of Merger) during the Merger periods presented, hence adjustments to eliminate transactions between Marvell and PIPE Financing based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied Cavium have not been reflected in the unaudited pro forma condensed combined financial information. Upon completion of the Merger, Marvell will perform a comprehensive review of Cavium’s accounting policies. As a result of the review, Marvell may identify additional differences between the accounting policies of the two companies, which when conformed, could have a material impact on the unaudited pro forma condensed combined financial information. Based on a preliminary analysis, Marvell did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information assumes there are no differences in accounting policies. The unaudited pro forma condensed combined financial information presented is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the Merger and Financing Transactions had been completed on the dates indicated, nor is it indicative of future operating results or financial position. The unaudited pro forma condensed combined financial information does not give effect to reflect any anticipated synergiescost savings, operating efficiencies, tax savings, synergies or cost savings that may be associated with the Merger. The unaudited pro forma condensed combined financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the integration of the two companies and does not purport to represent the actual results of operations that Xxxxx and AlmataBio would have achieved had the companies been combined during the periods presented and is not intended to project the future results of operations revenue enhancements that the combined company may achieve after as a result of the Merger, the costs to integrate the operations of Marvell and Cavium or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements.