Certain Company Projections Sample Clauses

Certain Company Projections. The Company has informed Parent that it does not, as a matter of course, make public forecasts as to its future financial performance. However, in the course of discussions giving rise to the Merger Agreement (see Section 10), the Company prepared and furnished Parent with certain business and financial information that was not publicly available, including certain projections for 1997 through 2000 prepared for the Company's internal purposes (the "Projections"). The Projections were prepared solely for the Company's internal purposes and were not prepared for publication or with a view to complying with the published guidelines of the Commission regarding projections or with the AICPA Guide for Prospective Financial Statements, and the Projections are being included in this Offer to Purchase solely because they were furnished to Parent in connection with the discussions giving rise to the Merger Agreement. The independent accountants of the Company, Coopxxx & Xybrxxx X.X.P., have neither examined nor compiled the Projections and, accordingly, do not express an opinion or any other form of assurance with respect thereto. The reports of Coopxxx & Xybrxxx X.X.P. included the Company's Annual Reports on Form 10-K referred to in this Offer to Purchase relate to the historical financial information of the Company, do not extend to the Projections and should not be read to do so. The Projections set forth below necessarily reflect numerous assumptions with respect to the general business and economic conditions and other matters, many of which are inherently uncertain or beyond the Company's, Parent's or Purchaser's control, and do not take into account any changes in the Company's operations or capital structure which may result from the Offer and the Merger. It is not possible to predict whether the assumptions made in preparing the Projections will be valid and actual results may prove to be materially higher or lower than those contained in the Projections. The inclusion of the forward-looking information contained in the Projections should not be regarded as an indication that the Company, Parent or anyone else who received this information considered it a reliable prediction of future events, and this information should not be relied on as such. Neither the Company, Parent or Purchaser nor any of their representatives assumes any responsibility for the validity, reasonableness, accuracy or completeness of the 11 14 Projections, and the Company has made no ...
Sample 1Sample 2
AutoNDA by SimpleDocs
Certain Company Projections. During the course of discussions between representatives of Parent and the Company, the Company provided Parent or its representatives with certain non-public business and financial information about the Company. This information included the following projections of managed volume (the total cost of operating all client accounts as if performed on a profit and loss basis by the Company), revenues, net income and earnings per share for the Company for the 2001 and 2002 fiscal years: 2001 2002 ---------- ------------ (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) Managed Volume.............................................. $882,200 $1,001,700 Revenues.................................................... 544,900 631,300 Net Income.................................................. 19,400 23,400 Diluted Earnings Per Share.................................. 1.45 1.74 The Company has advised the Purchaser and Parent that it does not as a matter of course make public any projections as to future performance or earnings, and the projections set forth above are included in this Offer to Purchase only because this information was provided to Parent. The projections were not prepared with a view to public disclosure or compliance with the published guidelines of the Commission or the guidelines established by the American Institute of Certified Public Accountants regarding projections or forecasts. The projections do not purport to present operations in accordance with generally accepted accounting principles, and the Company's independent auditors have not examined or compiled the projections and accordingly assume no responsibility for them. The Company has advised the Purchaser and Parent that its internal financial forecasts (upon which the projections provided to Parent and the Purchaser were based in part) are, in general, prepared solely for internal use and capital budgeting and other management decisions and are subjective in many respects and thus susceptible to interpretations and periodic revision based on actual experience and business developments. The projections also reflect numerous assumptions made by management of the Company, with respect to industry performance, general business, economic, market and financial conditions and other matters, including effective tax rates consistent with historical levels for the Company and expected debt payments, all of which are difficult to predict, many of which are beyond the Company's control, and none of which were ...
Sample 1
Certain Company Projections. During the course of discussions between representatives of Parent and the Company, the Company provided Parent or its representatives with certain non-public business and financial information about the Company. This information included a projected net income for the Company of $4.2 million in fiscal year 2000. The Company has advised the Purchaser and Parent that it does not as a matter of course make public any projections as to future performance or earnings, and the projections set forth above are included in this Offer to Purchase only because the information was provided to Parent. The projections were not prepared with a view to public disclosure or compliance with the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants regarding projections or forecasts. The Company's internal operating projections are, in general, prepared solely for internal use and capital budgeting and other management decisions and are subjective in many respects and thus susceptible to various interpretations and periodic revision based on actual experience and business developments. The projections were based on a number of assumptions that are beyond the control of the Company, the Purchaser or Parent or their respective financial advisors, including economic forecasting (both general and specific to the Company's business), which is inherently uncertain and subjective. None of the Purchaser or Parent or their respective financial advisors assumes any responsibility for the accuracy of any of the projections. The inclusion of the foregoing projections should not be regarded as an indication that the Company, the Purchaser or Parent or any other person who received such information considers it an accurate prediction of future events. None of the Company, the Purchaser or Parent intends to update, revise or correct such projections if they become inaccurate (even in the short term).
Sample 1
Certain Company Projections. During the course of the discussions between Ocean Group and the Company, the Company provided Ocean Group with certain business and financial information that was not publicly available. Such information included the Company's financial projections relating to the Company's 1999 and 2000 operating budgets prepared by management. The Company's projections which were furnished to Ocean Group anticipated gross revenues less transportation costs of approximately $94.8 million and $105.5 million for the fiscal years ended on or about December 31, 1999 and December 31, 2000, respectively. Net income was projected at approximately $11.4 million and $13.9 million for fiscal years ended on or about December 31, 1999 and December 31, 2000, respectively. According to the Company, the Company's projections were not prepared with a view to public disclosure or compliance with published guidelines of the Commission or the guidelines established by the American Institute of Certified Public Accountants regarding projections, and are included in this Offer to Purchase only because such projections were provided to Ocean Group. None of Parent, Purchaser or Ocean Group or any of their representatives assumes any responsibility for the accuracy of the Company's projections. While presented with numerical specificity, the Company's projections are based upon a variety of assumptions (not all of which were stated therein and not all of which were provided to Ocean Group) relating to the businesses of the Company which may not be realized and are subject to significant financial, market, economic and competitive uncertainties and contingencies which are difficult or impossible to predict accurately, many of which are beyond the control of the Company. There can be no assurance that the results in the projections will be realized, and actual results may vary materially from those shown. The inclusion of the Company's projections should not be regarded as a representation by Ocean Group, Parent, Purchaser or any of their respective affiliates or representatives or by the Company or any of its affiliates or representatives that the budgeted results will be achieved. The Company's projections should be read together with the financial statements of the Company referred to herein.
Sample 1
Certain Company Projections. The Company’s management does not as a matter of course make public projections as to future performance or earnings. Given the cyclical, commodity nature of its businesses, projections for extended periods become highly speculative and unreliable. However, the Company provided, among other information, certain non-public forward-looking information concerning the Company’s anticipated operating performance for fiscal years ended December 31, 2013, 2014 and 2015 (detailed in the “Summary Management Forecast” table below) prepared by the Company’s management to the Company Board in connection with its consideration of the Offer and the Merger, and to X.X. Xxxxxx. The projections include the expected impact of strategic initiatives approved by the Company’s Board, including the DeRidder and International Falls initiatives announced in May 2013. The projections reflect the anticipated improvements to future financial performance as well as the required investment in capital expenditures and working capital to achieve such initiatives. Financial projections for the fiscal years 2013 through 2015 were prepared by management of the Company and financial projections for the fiscal years 2016 through 2022 (detailed in the “Summary Extrapolated Projections” table below) were extrapolated from the fiscal year 2013 through 2015 projections. These extrapolations for fiscal years 2016 through 2022, which were developed by X.X. Xxxxxx and were reviewed and approved by management of the Company, were based on the Company’s historical performance and on the financial performance implied by the projections for fiscal years 2013 through 2015 prepared by the Company’s management. Certain of these financial projections were also provided to Parent, Purchaser and Parent’s financial advisor. The financial projections reflect numerous estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to the Company’s business, all of which are difficult to predict and many of which are beyond the Company’s control. As a result, there can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than projected. Since the projections cover multiple years, such information by its nature becomes less reliable with each successive year. These financial projections are subjective in many respects an...
Sample 1

Related to Certain Company Projections

  • Certain Financial Information Within twenty-five (25) Business Days after the end of each month between the date hereof and the earlier of the Closing Date and the date on which this Agreement is terminated, the Company shall deliver to Parent unaudited consolidated financial information for such month and management commentary on the business performance during such month.

  • Budgets; Business Plans; Financial Projections As soon as practicable and in any event not later than thirty (30) days after the beginning of each fiscal year commencing with the fiscal year beginning January 1, 2001, a copy of the plan and forecast (including a projected balance sheet, income statement and a statement of cash flow) of the Company and its Subsidiaries for the upcoming three (3) fiscal years prepared in such detail as shall be reasonably satisfactory to the Administrative Agent.

  • Interim Financial Information The Company shall supply the ----------------------------- Parent with a copy of its internal unaudited monthly financial statements within thirty (30) days after the end of each month.

  • Complete and Correct Information All information, reports and other papers and data with respect to the Fund furnished to the Purchaser (other than financial information and financial statements, which are covered solely by Section 4.4 of this Agreement) were, at the time the same were so furnished, complete and correct in all material respects. No fact is known to the Fund that materially and adversely affects or in the future may (so far as it can reasonably foresee) materially and adversely affect the MFP Shares, or the Fund’s ability to pay or otherwise perform when due its obligations under this Agreement, any of the MFP Shares and the other Related Documents, that has not been set forth in the Memorandum or in the financial information and other documents referred to in Section 4.4 or this Section 4.8 or in such information, reports, papers and data or otherwise made available or disclosed in writing to the Purchaser. Taken as a whole, the documents furnished and statements made by the Fund in connection with the negotiation, preparation or execution of this Agreement and the other Related Documents do not contain untrue statements of material facts or omit to state material facts necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

  • Certain Statements The statements set forth in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus under the caption “Description of Capital Stock,” insofar as they purport to constitute a summary of (A) the terms of the Company’s outstanding securities, (B) the terms of the Securities, and (C) the terms of the documents referred to therein, are accurate and fair in all material respects.

  • True and Correct Information All information, reports, exhibits, schedules, financial statements or certificates of Seller, any Affiliate thereof or any of their officers furnished to Buyer hereunder and during Buyer’s diligence of Seller are and will be true and complete in all material respects and do not omit to disclose any material facts necessary to make the statements herein or therein, in light of the circumstances in which they are made, not misleading. All required financial statements, information and reports delivered by Seller to Buyer pursuant to this Agreement shall be prepared in accordance with U.S. GAAP, or, if applicable, to SEC filings, the appropriate SEC accounting regulations.

  • Covenants Regarding Information (a) From the date hereof through the earlier of the Closing Date and the termination of this Agreement pursuant to Section 9, Seller shall afford Purchaser and its Representatives reasonable access (subject to any applicable privileges (including attorney-client privilege), trade secrets, contractual confidentiality obligations and applicable Law) during reasonable business hours to the Purchased Assets and Seller’s Representatives, and books and records relating to the Specified Business and the Purchased Assets (excluding any information regarding Seller or its Affiliates’ employees), and shall furnish Purchaser with such operating and other data and information in connection with the Specified Business and the Purchased Assets as Purchaser may reasonably request; provided, however, that the auditors and independent accountants of Seller shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonable acceptable to such auditors or independent accountants; provided, further, that Purchaser and Seller shall cooperate in good faith to develop substitute arrangements, to the extent reasonably possible, that do not result in the loss of such privilege or violation of such applicable Law; provided, further, that except as provided in Section 5.14, Purchaser will not (without Seller’s express written approval) contact or otherwise communicate with any of the Specified Business Employees; and provided further that any such access shall be conducted at Purchaser’s expense, under the supervision of appropriate personnel of Seller and its Affiliates and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby in accordance with the terms hereof and not to interfere with the normal operation of the business of Seller and its Affiliates. For so long as any applicable COVID-19 Measures are in effect, Seller and its Affiliates shall be permitted to provide access through virtual or other remote means.

  • Complete Information The Disclosure Information (as defined in Section 11.16) provided by WTC for inclusion in the Prospectus and the Preliminary Prospectus is true and accurate in all material respects. As of the Preliminary Prospectus Date and the Prospectus Date (a) there are no legal proceedings pending or known to be contemplated by governmental authorities against WTC or against any property of WTC, that would be material to the Noteholders, (b) WTC is not affiliated with any of the Affiliation Parties, and (c) there is no business relationship, agreement, arrangement, transaction or understanding between the Trustee and any of the Affiliation Parties that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from this transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the Notes.

  • Disclosure Documents 6.3 You and your agents shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust, the Underwriter or an Adviser, other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in Sales Literature/Promotional Material created by us for the Trust and provided by the Trust or its designee to you, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee.

  • Provision of Financial Information Whether or not the Company is subject to Section 13 or 15(d) of the Exchange Act, the Company shall, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which the Company would have been required to file with the Commission pursuant to such Section 13 or 15(d) if the Company were so subject, such documents to be filed with the Commission on or prior to the respective dates (the “Required Filing Dates”) by which the Company would have been required so to file such documents if the Company were so subject. The Company shall also in any event (x) within 15 days of each Required Filing Date (i) if the Company is not then subject to Section 13 or 15(d) of the Exchange Act, transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders, copies of the annual reports and quarterly reports which the Company would have been required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act if the Company were subject to such Sections, and (ii) file with the Trustee copies of annual reports, quarterly reports and other documents which the Company would have been required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act if the Company were subject to such Sections and (y) if filing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Time is Money Join Law Insider Premium to draft better contracts faster.