Financial Consolidation Sample Clauses

Financial Consolidation. Royal shall be satisfied that it will maintain its ability after Closing to consolidate the financial results of Rhino in accordance with the GAAP accounting guidelines contained in Accounting Standards Codification Topic 810.
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Financial Consolidation. It is the intention of the Parties that Solazyme consolidate the financial results of the Company and SB Oils with the financial results of Solazyme. The Parties each agree to provide reasonable accommodations to enable Solazyme to consolidate the financial results of the Company and SB Oils with the financial results of Solazyme to the extent allowable under United States generally accepted accounting principles (“U.S. GAAP”).
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Financial Consolidation. It is the intent of the Members that, so long as the Pro Rata Voting Percentage of the Walgreens Group exceeds 50%, the Walgreens Group be able to consolidate the financial statements of the Company with Walgreens Parent for financial reporting purposes in accordance with GAAP. Accordingly, so long as the Pro Rata Voting Percentage of the Walgreens Group exceeds 50%, the Managers designated by Walgreens, excluding the Independent Managers designated by Walgreens, acting singly by a majority thereof or pursuant to Section 3.5 hereof, shall have the authority to approve actions by the Company to (i) appoint, remove, dismiss, promote or demote the Company’s Chief Executive Officer or his or her successor(s) or enter into, modify or terminate any employment, separation, compensation, severance or other agreement or plan with the Chief Executive Officer or his or her successor(s) in connection therewith and (ii) approve the Company’s annual plan and budget. For the avoidance of doubt, (x) the Company shall request approval for any of the actions in clauses (i) and (ii) above from the Managers designated by Walgreens reasonably in advance of taking any such actions, (y) the prior approval of the Managers designated by Walgreens shall be required for the Company to take any of the actions in clauses (i) and (ii) above and (z) the Managers designated by Walgreens shall consult with the Board prior to taking any of the actions in clauses (i) and (ii) above.
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Financial Consolidation. The Parties agree that Purchaser can begin consolidating the Company for accounting purposes effective as of August 1, 2006, or as of September 1, 2006, at Purchaser's discretion. 71 PARADIGM GEOTECHNOLOGY B.V. By: /s/ XXXX XXXXX Name: Xxxx Xxxxx Title: Attorney-in-Fact PARADIGM GEOTECHNOLOGY HOLDINGS B.V. By: /s/ ILLEGIBLE Name: Title: [Signature Page to Amended & Restated SPCA] 72 SELLERS PASCAL LE MELINAIRE XXXXXX XXXXXX By: /s/ PASCAL LE MELINAIRE By: /s/ PASCAL LE MELINAIRE* JULIEN ALAPETITE XXXXXX XXXXXX By: /s/ PASCAL LE MELINAIRE* By: /s/ PASCAL LE MELINAIRE* XXXXXXX XXXXXXXXX XXXXXXX XXXXXXXX By: /s/ PASCAL LE MELINAIRE* By: /s/ PASCAL LE MELINAIRE* XXXXXXXX XXXXXXXX XXXXX XXXX By: /s/ PASCAL LE MELINAIRE* By: /s/ PASCAL LE MELINAIRE* KARINE AIT ETTAJER XXXXXXX XXXXXX By: /s/ PASCAL LE MELINAIRE* By: /s/ PASCAL LE MELINAIRE* XXXXXXXX XXXXX PHILIPPE PLUYAUD By: /s/ PASCAL LE MELINAIRE* By: /s/ PASCAL LE MELINAIRE* XXXXX XXXXXX XXXXXXX XXXXXX By: /s/ PASCAL LE MELINAIRE* By: /s/ PASCAL LE MELINAIRE* XXXX-XXXXXXX XXXXXX XXXX CONRAUD By: /s/ XXXX-XXXXXXX XXXXXX By: /s/ PASCAL LE MELINAIRE* *Signed as Attorney-in-Fact XXXX-XXXXXX XXXXX XXXXXXXXX MOUILLIE By: /s/ PASCAL LE MELINAIRE* By: /s/ PASCAL LE MELINAIRE* XXXXXXX XXXXXXXX XXXX-XXXXX XXXXXX By: /s/ PASCAL LE MELINAIRE* By: /s/ PASCAL LE MELINAIRE* TAOUFIK AIT ETTAJER XXXXX XXXXXX By: /s/ PASCAL LE MELINAIRE* By: /s/ PASCAL LE MELINAIRE* XXXXXX XXXXXXX XXXXX XXXXXX By: /s/ PASCAL LE MELINAIRE* By: /s/ PASCAL LE MELINAIRE* XXXXXXXX XXXXXX XXXXXXX XXXXXX By: /s/ XXXXXXXX XXXXXX By: /s/ PASCAL LE MELINAIRE* XXXXX XXXXXXXXXX XXXXXXXX XXXXXXXX By: /s/ PASCAL LE MELINAIRE* By: /s/ PASCAL LE MELINAIRE* XXXXXXXXXX XXXXX XXXXXXXXX XXXX By: /s/ PASCAL LE MELINAIRE* By: /s/ PASCAL LE MELINAIRE* XXXXXXXX XXXX MATHIEU QUINQUET By: /s/ PASCAL LE MELINAIRE* By: /s/ PASCAL LE MELINAIRE* *Signed as Attorney-in-Fact XXXXXXXX XXXXXXXXXX XXXXXX XXXXXX By: /s/ PASCAL LE MELINAIRE* By: /s/ PASCAL LE MELINAIRE* XXXXXXX XXXXXXXX XXXXXXX XXXXX By: /s/ PASCAL LE MELINAIRE* By: /s/ PASCAL LE MELINAIRE* XXXXXXXX XXXX XXXXXXXXX XXXXXXX By: /s/ PASCAL LE MELINAIRE* By: /s/ PASCAL LE MELINAIRE* FCPR GALILEO III MATIGNON TECHNOLOGIES By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE] Name: [ILLEGIBLE] Name: [ILLEGIBLE] Title: Title: ROTSCHILD GESTION BLUE INSIDER By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE] Name: [ILLEGIBLE] Name: [ILLEGIBLE] Title: Title: FCPR R CAPITAL TECHNOLOGIES FCPR R CAPITAL DRIVE TECHNOLOGIES *Signed as Attorney-in-Fact ...
Sample 1
Financial Consolidation. 2.1 The Group will be permitted to continue to utilise the existing FDC reporting system as currently configured for a period up to 15 March 2006 (the “FDC Transition Period”) provided that the Seller is able to secure a licence permitting the same (with any costs associated therewith being born by the Purchaser).
Sample 1
Financial Consolidation. It is the intention of the Parties that Solazyme, Inc. consolidate the financial results of the JV Companies with the financial results of Solazyme, Inc. The Parties each agree to provide reasonable accommodations to enable Solazyme, Inc. to consolidate the financial results of the JV Companies with the financial results of Solazyme, Inc. to the extent allowable under United States generally accepted accounting principles (“U.S. GAAP”). * Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Sample 1

Related to Financial Consolidation

  • Merger and Consolidation The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless:

  • Tax Consolidation File or consent to the filing of any consolidated income tax return with any Person other than Borrowers and Subsidiaries.

  • Merger, Consolidation The Borrower will not, and will not permit or cause any of its Subsidiaries to, liquidate, wind up or dissolve, or enter into any consolidation, merger or other combination, or agree to do any of the foregoing; provided, however, that:

  • Merger, Consolidation, Etc The Company will not consolidate with or merge with any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unless:

  • Mergers, Consolidations, Sales In the case of any consolidation or merger of the Company with another entity (regardless of whether the Company is the surviving entity), or the sale of all or substantially all of its assets to another entity, or any reorganization or reclassification of the Common Stock or other equity securities of the Company, then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore purchasable hereunder, such shares of stock, securities or assets (including, without limitation, cash), if any, as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon exercise of this Warrant. The Company shall not effect any such consolidation, merger or sale unless (a) the Company provides the holder hereof with not less than 10 days prior written notice of such consolidation, merger or sale (provided that the failure to give such notice shall not affect the validity of such corporate event), and (b) prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes, by written instrument, the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquire.

  • Non-Consolidation The Borrower shall at all times act in a manner such that each of the assumptions made by Xxxxxxx Xxxx & Xxxxx LLP in their opinion delivered pursuant to Section 3.1(f)(ii) is true and accurate in all material respects. The Borrower shall at all times observe and be in compliance in all material respects with all covenants and requirements in the Borrower LLC Agreement.

  • Financial Condition; Financial Statements (a) On and as of the Effective Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 8.09(a), “debt” means any liability on a claim, and “claim” means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

  • Mergers, Consolidations Be a party to any merger or consolidation, other than a merger or consolidation of such Lessee into or with another entity if:

  • Financial Statements, etc The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Except as included therein, no historical or pro forma financial statements are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act or the Securities Act Regulations. The pro forma and pro forma as adjusted financial information and the related notes, if any, included in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been properly compiled and prepared in accordance with the applicable requirements of the Securities Act and the Securities Act Regulations and present fairly the information shown 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. All disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the Registration Statement, the Pricing Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being a subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries, or, other than in the course of business, any grants under any stock compensation plan, and (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

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