CERTAIN FINANCIAL PROJECTIONS Sample Clauses

CERTAIN FINANCIAL PROJECTIONS. The Company does not, as a matter of course, make public forecasts or projections as to its future financial performance. However, in connection with the negotiations between Numico and the Company, the Company made available to Numico and its representatives certain nonpublic information (the "Projections") regarding the Company's projected operating performance. The Projections indicated that for the fiscal year ending August 31, 2000 and for the calendar years ending December 31, 2000, 2001 and 2002, the Company's net revenue, earnings before interest and income taxes ("EBIT"), earnings before interest, income taxes, depreciation and amortization ("EBITDA") and net earnings were projected to be: REXALL SUNDOWN, INC. CERTAIN PROJECTIONS OF FUTURE OPERATING RESULTS (IN THOUSANDS) YEAR ENDING DECEMBER 31, FISCAL YEAR ENDING -------------------------------- AUGUST 31, 2000 2000 2001 2002 ------------------ -------- -------- ---------- Net revenue.................................. $747,500 $807,300 $940,200 $1,079,300 EBIT......................................... 129,396 148,376 183,179 210,859 EBITDA....................................... 150,103 171,930 210,025 240,772 Net earnings................................. 74,387 83,040 104,056 122,225 The Projections reflect the Company's forecast of its consolidated net revenue, EBIT, EBITDA and net earnings on a stand-alone basis and without reflecting any potential synergies from the consummation of the Offer and the Merger. THE PROJECTIONS WERE PREPARED SOLELY FOR INTERNAL USE AND NOT WITH A VIEW TO PUBLIC DISCLOSURE OR COMPLIANCE WITH THE PUBLISHED GUIDELINES OF THE SEC OR THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS REGARDING PROJECTIONS AND WERE NOT PREPARED WITH THE ASSISTANCE OF, OR REVIEWED BY, INDEPENDENT ACCOUNTANTS. THE PROJECTIONS ARE INCLUDED IN THIS OFFER TO PURCHASE SOLELY BECAUSE SUCH INFORMATION WAS FURNISHED TO NUMICO AND THE PURCHASER BY THE COMPANY. THE PROJECTIONS WERE NOT PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND WERE NOT AUDITED OR REVIEWED BY ANY INDEPENDENT ACCOUNTING FIRM, NOR DID ANY SUCH FIRM PERFORM ANY OTHER SERVICES WITH RESPECT THERETO. THE PROJECTIONS ARE BASED ON A VARIETY OF ASSUMPTIONS RELATING TO THE BUSINESSES OF THE COMPANY, INDUSTRY PERFORMANCE, GENERAL BUSINESS AND ECONOMIC CONDITIONS AND OTHER MATTERS, WHICH ARE INHERENTLY SUBJECT TO SIGNIFICANT UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND THE COMPANY'S CONTROL. THESE...
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CERTAIN FINANCIAL PROJECTIONS. Senior executives of Herbalife have developed a multi-year business plan containing certain projections of the future operating performance of Herbalife. Such projections do not give effect to the tender offer, merger, or concurrent issuance of debt, and were prepared for internal financial planning purposes and in connection with the Continuing Stockholder's proposal for the going private transaction. These projections were not reviewed with or approved by non-management members of the Board of Directors. Herbalife does not as a matter of course publicly disclose projections as to future revenue, earnings, or other results. Herbalife's projections were not prepared with a view to public disclosure and the following summary thereof is included in the Offer to Purchase only because such information was available to Mr. Xxxxxx xxx purposes of making his proposal. Herbalife's projections were also not prepared with a view to compliance with the published guidelines of the Securities and Exchange Commission regarding projections, nor were they prepared in accordance with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial projections. Neither the Company's independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the projections contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the projections. These forward looking statements reflect numerous assumptions and estimates made by Herbalife's management, which are not apparent on the face of Herbalife's projections. The assumptions and estimates underlying the projections are inherently uncertain and, though considered reasonable by the senior executives of Herbalife when made, are subject to a wide variety of factors that could cause actual results to differ materially from those contained in the projections, including, among other factors, industry performance, general business, economic, regulatory, and market and financial conditions, all of which are difficult to predict. Accordingly, there can be no assurance that the projections are indicative of the future performance of Herbalife or that actual results will not differ materially from those presented in the projections. Inclusion of the projections in this Offer to...
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CERTAIN FINANCIAL PROJECTIONS. Although the projections described in “Item 4. The Solicitation or Recommendation—Company Management’s Unaudited Prospective Financial Information” of Aimmune’s Schedule 14D-9 (the “Final Projections”) were not made available to Nestlé prior to August 29, 2020, the date of the Merger Agreement, certain non-public preliminary financial projections from Aimmune management with respect to the fiscal years ended December 31, 2020 through December 31, 2030 (the “Preliminary Projections”) were made available to Nestlé during a presentation by Aimmune management on July 31, 2020, as described in “Special Factors—Section 1. Background,” and were also made available to Nestlé and its representatives in the due diligence data room established by Aimmune. At the time that the Preliminary Projections were presented to Nestlé, Aimmune’s management advised Nestlé that the Preliminary Projections reflected various assumptions and estimates regarding Aimmune’s business and, among other things, focused on Aimmune’s long-term goals and potential successes, but were not a prediction of success or of Aimmune’s financial results. The Preliminary Projections were not considered by the boards of directors of either Nestlé S.A. or Nestlé in deciding whether to approve the transaction, nor did Nestlé rely on the Preliminary Projections in evaluating the potential transaction with Aimmune. Nestlé’s decision to enter into the Merger Agreement was based on its own analyses of Aimmune’s prospects, supported by Nestlé’s own evaluation of Aimmune’s future performance. The information about the Preliminary Projections is being provided in this Offer to Purchase solely because the Preliminary Projections were made available to Nestlé and its representatives. None of Purchaser, Nestlé or their respective affiliates, advisors or other representatives (a) considers the Preliminary Projections to be predictive of actual future events, (b) assumes any responsibility for the reasonableness, completeness, accuracy or reliability of such Preliminary Projections or (c) has made or makes any representation to any of Aimmune’s stockholders or any other person regarding the Preliminary Projections. The summary of the Preliminary Projections is not being included in this Offer to Purchase to influence any Aimmune stockholder’s decision whether to tender his, her or its Shares in the Offer, but instead because the Preliminary Projections were made available to Nestlé in connection with its evaluation o...
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Related to CERTAIN FINANCIAL PROJECTIONS

  • Financial Projections Borrower shall have delivered to Lender Borrower’s business plan and/or financial projections or forecasts as most recently approved by Borrower’s Board of Directors.

  • 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.

  • Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans In connection with the due diligence investigation of the Company by Parent and Merger Subsidiary, Parent and Merger Subsidiary have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. Parent and Merger Subsidiary hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary are familiar, that Parent and Merger Subsidiary are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) against the Company or any of its Subsidiaries, or any of their respective Representatives, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary hereby acknowledge that none of the Company nor any of its Subsidiaries, nor any of their respective Representatives, nor any other Person, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).

  • Annual Operating Budget and Financial Projections Within forty five (45) days after the end of each fiscal year of Borrower, (i) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower, and (ii) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial 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.

  • Annual Business Plan and Financial Projections As soon as practicable and in any event within ninety (90) days after the beginning of each Fiscal Year, a business plan of the Borrower and its Subsidiaries for such Fiscal Year, such plan to be prepared in accordance with GAAP and to include, on a quarterly basis, the following: a projected income statement, statement of cash flows and balance sheet and a statement containing the volume and price assumptions by product line used in preparing the business plan, accompanied by a certificate from a Responsible Officer of the Borrower to the effect that, to the best of such officer’s knowledge, such projections are good faith estimates (utilizing assumptions believed to be reasonable) of the financial condition and operations of the Borrower and its Subsidiaries for such Fiscal Year.

  • Pro Forma Financial Information The pro forma financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statements amounts in the pro forma financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The pro forma financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus comply as to form in all material respects with the application requirements of Regulation S-X under the Exchange Act.

  • Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc (a) (i) The audited consolidated balance sheet of (x) the Company and its Subsidiaries for the fiscal year of the Company ended November 30, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Company and its Subsidiaries for such fiscal year, and (y) the Acquired Business and its Subsidiaries for the fiscal year of the Acquired Business ended December 31, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Acquired Business and its Subsidiaries for such fiscal year, and (ii) the unaudited consolidated balance sheet of (x) the Company and its Subsidiaries for the three fiscal quarters of the Company ended August 31, 2010 and the related consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarters and (y) the Acquired Business and its Subsidiaries for the eight months of the Acquired Business ended August 31, 2010 and the related consolidated statements of income and cash flows of the Acquired Business and its Subsidiaries for such fiscal period, copies of which in each case have been furnished to the Administrative Agent and each Lender prior to the Restatement Effective Date, present fairly in all material respects the consolidated financial condition of the Company and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, at the dates of said financial statements and the results for the periods covered thereby, subject, in the case of the unaudited financial statements, to normal year-end adjustments. All such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, except to the extent provided in the notes to said financial statements.

  • Financial Statements; Projections Each Arranger and the Lenders shall have received (1) the Section 6.12(b) Statements (as defined in the Merger Agreement) for Target’s 2006 fiscal year, (2) unaudited consolidated balance sheets and related statements of income and cash flows of Target and its Subsidiaries (which (x) need not include any information or notes not required by GAAP to be included in interim financial statements, (y) are subject to normal year-end adjustments and (z) need not have been reviewed by Target’s independent auditing firm as provided in Statement on Auditing Standards No. 100) for each fiscal quarter of Target ended after the close of its most recent fiscal year for which financial statements are provided pursuant to the preceding clause (1) and at least 45 days prior to the Closing Date, (3) pro forma consolidated balance sheets and related statements of income of Company and its Subsidiaries (including Target) for the Fiscal Year described in clause (1) above, and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (2) above, in each case prepared as if the transactions contemplated by this Agreement had been consummated on the last day of the respective period (in the case of balance sheets) or on the first day of the respective period (in the case of income statements) covered thereby, and (4) detailed projected consolidated financial statements of Company and its Subsidiaries for the five Fiscal Years ended after the Closing Date, which projections shall (x) reflect the forecasted consolidated financial condition of Company and its Subsidiaries after giving effect to the transactions contemplated by this Agreement and the related financing thereof and (y) be prepared and approved by Company. It is understood and agreed that the unaudited financial statements required to be delivered pursuant to this subsection 4.1D shall be subject to the Restatement and Related Matters and any impact that any such matters may have on the information set forth in such financial statements except to the extent that any such financial statements are delivered after the date Target has filed with the Securities Exchange Commission restated audited financial statements for its fiscal years ended December 31, 2000 through December 31, 2006.

  • Projections As of the Closing Date, to the best knowledge of Borrower, the assumptions set forth in the Projections are reasonable and consistent with each other and with all facts known to Borrower, and the Projections are reasonably based on such assumptions. Nothing in this Section 4.17 shall be construed as a representation or covenant that the Projections in fact will be achieved.

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