CONFIRMATION OF FINANCIAL RESOURCES Sample Clauses

CONFIRMATION OF FINANCIAL RESOURCES. As at the date of this joint announcement, the Company has 3,474,283,058 Shares in issue. Save for (i) the 2024 Convertible Bonds with an aggregate outstanding principal amount of HK$1,063,000,000 convertible into a maximum of 356,711,409 Shares at the adjusted conversion price of HK$[2.98] per Share (assuming that the “Change of Control” (as defined in the terms and conditions of the 2024 Convertible Bonds) takes place on the date of this joint announcement) and (ii) the 2025 Convertible Bonds with an aggregate outstanding principal amount of HK$775,050,000 convertible into a maximum of 307,559,523 Shares (assuming that the conversion price for the 2025 Convertible Bonds will be reset to the Floor Conversion Price, being HK$2.52 per Share), the Company has no other relevant securities in issue as at the date of this joint announcement. Assuming that all the Convertible Bonds are converted based on the applicable conversion prices set out in the immediately preceding paragraph and that the Share Offer is accepted in full, the maximum cash consideration for the Offers and the Sale and Purchase Agreement will be approximately HK$16,395,280,462. Pursuant to the terms and conditions of the 2025 Convertible Bonds, the conversion price of the 2025 Convertible Bonds may be reset on 26 June 2022. As at the date of this joint announcement, it is uncertain whether the Conversion Price Reset mechanism will be triggered before the Closing Date and if triggered, what the reset price will be, although in the event of a “Change of Control” prior to the Conversion Price Reset on 26 June 2022, the new conversion price shall not be below HK$2.90, subject to other adjustments. Accordingly, for illustrative purpose, the Floor Conversion Price of HK$2.52 is used in calculating the number of Shares the outstanding 2025 Convertible Bonds can be converted into. The Offeror intends to finance the consideration payable by the Offeror under the Offers and the Sale and Purchase Agreement with its internal financial resources. [BofA Securities, the financial adviser to the Offeror in respect of the Offers, is satisfied that sufficient financial resources are available to the Offeror to satisfy the consideration under the Sale and Purchase Agreement and the full acceptance of the Offers.]
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CONFIRMATION OF FINANCIAL RESOURCES. The Proposal will involve making an offer to cancel all of the Non-Founder Scheme Shares, in exchange for the Cancellation Price of HK$3 per Non-Founder Scheme Share in cash. Taking into account that the Founder Scheme Shares will be cancelled in consideration for the Founder Cancellation Consideration, the total amount of cash required to implement the Proposal in full will be approximately HK$1,305,593,229. The Offeror proposes to finance the consideration payable under the Scheme with a combination of existing fund facilities available to and/or equity commitment from the CVC Funds. Xxxxxx Xxxxxxx, the financial adviser to the Offeror, is satisfied that sufficient financial resources are available to the Offeror for satisfying in full its payment obligations in respect of the cash consideration payable under the Proposal.
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CONFIRMATION OF FINANCIAL RESOURCES. Assuming valid acceptance of the Partial Offer for the relevant number of Offer Shares has been tendered by the Qualifying Shareholders and based on the Offer Price of HK$[1.88] per Offer Share, the total cash consideration payable by the Joint Offerors to purchase (a) the Maximum Number of Offer Shares from the Qualifying Shareholders under the Partial Offer will be approximately HK$[150,400,000] and (b) the Minimum Number of Offer Shares from the Qualifying Shareholders under the Partial Offer will be approximately HK$[137,830,008]. The Joint Offerors will finance each of their proportions of consideration payable under the Partial Offer by the internal resources provided by the Joint Offerors’ Shareholders respectively. [CLSA Capital Markets, as the financial adviser to the Joint Offerors, [is] satisfied that sufficient financial resources are available to the Joint Offerors to satisfy the maximum consideration payable by the Joint Offerors under the Partial Offer.]
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CONFIRMATION OF FINANCIAL RESOURCES. Evercore Asia (Singapore) Pte. Ltd.(“Evercore”), as financial adviser to the Offeror in connection with the Offer, confirms that sufficient financial resources are available to the Offeror to satisfy in full all acceptances of the Offer for the Offer Shares in cash on the basis of the Offer Price.
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CONFIRMATION OF FINANCIAL RESOURCES. As of the Announcement Date, the issued share capital of Yashili comprises [4,745,560,296] Yashili Shares, of which [2,422,117,713] and [1,186,390,074] Yashili Shares are held by Mengniu International and Danone Nutrition, respectively (representing approximately [51.04]% and [25.00]% of the Yashili Shares, respectively), and [save for the Phantom Shares, holders of which do not own any Yashili Shares nor enjoy voting rights or allotment rights of Yashili Shares by virtue of holding the Phantom Shares, Yashili does not have any other outstanding options, convertible securities, warrants, derivatives or other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) in issue]. For the avoidance of doubt, the Yashili Shares held by Mengniu International and the Yashili Shares to be acquired by Mengniu from Danone Nutrition through the 25% Yashili Acquisition will not form part of the Scheme Shares. On the basis of the Cancellation Price of HK$1.20 per Scheme Share:
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Related to CONFIRMATION OF FINANCIAL RESOURCES

  • Financial Resources The Adviser has the financial resources available to it necessary for the performance of its services and obligations contemplated in the Pricing Disclosure Package, the Prospectus, and under this Agreement, the Investment Management Agreement and the Administration Agreement.

  • 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).

  • Provision of Financial Statements The Borrower will send to the Agent:

  • Standards of Financial Statements Cause all financial statements referred to in Sections 9.7, 9.8, 9.9, 9.10, 9.11, 9.12, and 9.13 as to which GAAP is applicable to be complete and correct in all material respects (subject, in the case of interim financial statements, to normal year-end audit adjustments) and to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein (except as concurred in by such reporting accountants or officer, as the case may be, and disclosed therein).

  • Certificate of Financial Officer – Consolidating Information If, at any time, all of the Consolidated Subsidiaries of the Borrower are not Consolidated Restricted Subsidiaries, then concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer setting forth consolidating spreadsheets that show all Consolidated Unrestricted Subsidiaries and the eliminating entries, in such form as would be presentable to the auditors of the Borrower.

  • Form of financial statements All accounts (audited and unaudited) delivered under Clause 11.6 will:

  • Accounting Policies and Procedures Permit any change in the accounting policies and procedures of the Company or any Guarantor, including a change in fiscal year, provided, however, that any policy or procedure required to be changed by the Financial Accounting Standards Board (or other board or committee thereof) in order to comply with Generally Accepted Accounting Principles may be so changed.

  • Financial Reporting and Rent Rolls Each Mortgage Loan requires the Mortgagor to provide the owner or holder of the Mortgage Loan with (a) quarterly (other than for single-tenant properties) and annual operating statements, (b) quarterly (other than for single-tenant properties) rent rolls (or maintenance schedules in the case of Mortgage Loans secured by residential cooperative properties) for properties that have any individual lease which accounts for more than 5% of the in-place base rent, and (c) annual financial statements.

  • Provision of Financial Statements and Reports (i) The Guarantor will provide to the Trustee, in English or accompanied by a certified English translation thereof, (A) within 90 calendar days after the end of each fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP and (B) within 120 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP. For purposes of this Section 7(g), as long as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronically.

  • Financial Statements; Non-GAAP Financial Measures The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

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