Delivery of Company Financial Statements. In connection with Parent's due diligence review of Company, together with the execution of this Agreement, the Company has delivered or is delivering to Parent the following: (i) audited financial statements relating to the operations, balance sheet, changes in stockholders' equity and cash flow of the Company for each year from its inception through December 31, 2000, and (ii) the unaudited consolidated statements of operations, changes in stockholders' equity and cash flows for the one-month period ended January 31, 2001, and the Company's related balance sheet at January 31, 2001 (the "Current Date Balance Sheet"). The above-described financial statements will have been audited by such accounting firm as Parent and the Company shall mutually and reasonably agree upon (the "Company Independent Auditor"). No later than five (5) business days after the Closing Date, the Company shall prepare and present to Parent a balance sheet of the Company dated at the Closing Date (the "Closing Date Balance Sheet") and a statement of changes in stockholders' equity for the period from January 1, 2001 through the Closing Date (collectively, the "Closing Date Company Financial Statements"). The Closing Date Company Financial Statements shall be prepared in accordance with GAAP (defined below) applied on a basis consistent throughout the periods indicated and consistent with each other. The Closing Date Company Financial Statements shall present fairly the financial condition and operating results of the Company as of the date and during the periods indicated therein, subject to normal adjustments, which will not be material in amount or significance. After the Closing, to review and evaluate the Closing Date Company Financial Statements, the Company Independent Auditor will have full access, at all reasonable times and in a manner not disruptive of the ongoing operations of Parent or the Surviving Corporation, to the books, records and properties acquired by Parent hereunder. I.10
Delivery of Company Financial Statements. Not later than 10 days prior to the Closing Date, the Company shall deliver to Crossbox and its auditors the Audited Company Financial Statements and Unaudited Company Financial Statements required to be included in a Form 8-K Interim Report to be filed by Crossbox with the SEC within four Business Days of consummation of the Merger.
Delivery of Company Financial Statements. The Company shall cause Ernst & Young LLP to deliver to the Company and Buyer as promptly as practicable, but no later than February 4, 2000, its audit opinions (which shall not be qualified, except for a "going-concern" qualification) on the Company's financial statements as of and for the year ended June 30, 1999 and the twelve months ended December 31, 1999.
Delivery of Company Financial Statements. The Company has delivered to the Purchaser the audited, consolidated balance sheet of the Company (the “Balance Sheet”) as at December 31, 2005 (the “Balance Sheet Date”), and the audited, consolidated statements of cash flows, income and stockholders’ equity for the fiscal year then ended. The Company has also furnished to the Purchaser the unaudited, consolidated balance sheet of the Company as at June 30, 2006 and the unaudited, consolidated statements of cash flows, income and stockholders’ equity of the Company for the six-month period then ended.
Delivery of Company Financial Statements. As soon as reasonably practicable following the date of this Agreement but no later than December 31, 2022, the Company shall deliver to SPAC the Audited Financials provided that upon delivery of such Audited Financials as and when such Audited Financials have been signed by the Company’s independent auditors in connection with the filing of the Registration Statement, the representations and warranties set forth in Section 4.7(a) shall be deemed to apply to the Audited Financials with the same force and effect as if made as of the date of this Agreement.
Delivery of Company Financial Statements. The Company has delivered or made available to the Parent (i) the audited, consolidated balance sheets of the Company as at December 31, 2004, 2005 and 2006 and the audited, consolidated statements of cash flows, income and stockholders' equity for the fiscal years then ended (as used in this Agreement, December 31, 2006 is referred to as the "Latest Audited Financial Statement Date"), and (ii) the unaudited, condensed, consolidated balance sheets of the Company as at April 27, 2007, and the unaudited, condensed, consolidated statements of cash flows, income and stockholders' equity for the fiscal quarter then ended and the corresponding period for the prior fiscal year.
Delivery of Company Financial Statements. The Company has delivered to the Purchaser (i) the audited, consolidated balance sheet of the Company as at December 31, 2004, and the audited, consolidated statements of cash flows, income and stockholders' equity for the fiscal year then ended and (ii) the unaudited, consolidated balance sheets of the Company as at December 31, 2005 and December 31, 2006, and the unaudited, consolidated statements of cash flows, income and stockholders' equity for the fiscal years then ended. The unaudited, consolidated balance sheet of the Company as at December 31, 2006 is referred to herein as the "Balance Sheet," the unaudited, consolidated income statement of the Company for the fiscal year ended December 31, 2006 is referred to herein as the "Income Statement," and December 31, 2006 is referred to herein as the "Balance Sheet Date".
Delivery of Company Financial Statements. The Company shall have delivered to Parent Company Financial Statements (as defined below) on or before the 120th day following the execution of this Agreement.
Delivery of Company Financial Statements. During the Option Period and not later than the Option Termination Date, the Company shall deliver the Company Financial Statements to the Optionee, which shall include audited financial statements prepared under U.S. GAAP for the year ended December 31, 2019. The Purchase Exception for minimum EBITDA set forth in Section 3(a) of the Agreement shall apply to the financial statements for the year ended December 31, 2019. If the Company is unable to deliver its 2019 audited financial statements to Optionee on or before January 31, 2020 but has complied with all of its other requirements set forth in the Agreement, then the Option Period and Option Termination Date shall be extended until February 29, 2020, solely to provide the Company with additional time to deliver the 2019 audited financial statements. If the Company is unable to deliver its 2019 audited financial statements to Optionee by February 28, 2020, then the Optionee, in its sole discretion, shall have the right to either terminate the Agreement, which termination shall constitute a Purchase Exception, or (i) extend the Option Period and Option Termination Date until June 30, 2020, and (ii) appoint auditors of its choosing and at the Company’s sole expense to conduct the audit of the Company’s 2019 financial statements. If the Company has not delivered its 2019 audited financial statements to the Optionee by June 30, 2020, then either the Optionee or the Company may terminate the Agreement and such termination shall constitute a Purchase Exception. In all cases, the exercise of the Option pursuant to this Agreement, and closing of the Merger Agreement, shall not occur unless all of the requirements and conditions set forth in the Agreement (including Section 7 of the Original Agreement), and in the Merger Agreement, have been fulfilled or waived by the party for whom the respective requirement or condition was intended to benefit. This Section shall replace Section 4 of the Original Agreement in its entirety.
Delivery of Company Financial Statements. The Selling Shareholders have Made Available to the Purchaser the Company Financial Statements.
