Financial Statements; Information Provided. (a) Merger Partner has made available to Public Company correct and complete copies of the Financial Statements. The Financial Statements (i) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered thereby (except (x) that the unaudited Financial Statements do not contain footnotes and (y) as may be indicated in the notes to such Financial Statements) and (ii) fairly present in all material respects the financial position of Merger Partner as of the dates thereof, except that the unaudited interim Financial Statements are subject to normal year-end adjustments, that are not expected to be material in amount. For purposes of this Agreement, “Financial Statements” means (A) the unaudited balance sheet as at December 31, 2023, and the related unaudited statements of income, changes in stockholders’ equity and cash flows of Merger Partner as for the period then ended, (B) the audited balance sheet as at December 31, 2022, and the related audited statements of income, changes in stockholders’ equity and cash flows of Merger Partner as for the period then ended and (C) the unaudited balance sheet as at March 31, 2024 (the “Most Recent Balance Sheet Date”), and the related audited statements of income, changes in stockholders’ equity and cash flows of Merger Partner as for the period then ended.
Appears in 2 contracts
Samples: Merger Agreement (Pieris Pharmaceuticals, Inc.), Merger Agreement (Pieris Pharmaceuticals, Inc.)
Financial Statements; Information Provided. (a) Merger Partner has made available to Public Company correct and complete copies of the Financial Statements. The Financial Statements (i) comply as to form in all material respects with all applicable accounting requirements, (ii) were prepared in accordance with United States generally accepted accounting principles (“"GAAP”") applied on a consistent basis throughout the periods covered thereby (except (x) that the unaudited Financial Statements do not contain footnotes and (y) as may be indicated in the notes to such Financial Statementsfinancial statements) and (iiiii) fairly present in all material respects the consolidated financial position of Merger Partner as of the dates thereofthereof and the consolidated assets, liabilities, business, financial condition, results of its operations and cash flows for the periods indicated, consistent with the books and records of Merger Partner, except that the unaudited interim Financial Statements financial statements are subject to normal and recurring year-end adjustments, that are adjustments which will not expected to be material in amountamount or effect. For purposes of this Agreement, “"Financial Statements” " means (Ai) the unaudited audited consolidated balance sheet as at December 31, 2023, sheets and the related unaudited statements of income, changes in stockholders’ Shareholders' equity and cash flows of Merger Partner as of the end of and for the period then endedfrom inception (October 22, (B2020) the audited balance sheet as at through December 31, 20222020, and (ii) the related audited unaudited consolidated balance sheet of Merger Partner (the "Merger Partner Balance Sheet") as of March 31, 2021 (the "Most Recent Balance Sheet Date") and the unaudited consolidated statements of income, changes in stockholders’ Shareholders' equity and cash flows of Merger Partner as for the three-month period then ended and (C) ending as of the unaudited balance sheet as at March 31, 2024 (the “Most Recent Balance Sheet Date”), and the related audited statements of income, changes in stockholders’ equity and cash flows of Merger Partner as for the period then ended.
Appears in 1 contract
Samples: Merger Agreement (Sphere 3D Corp)
Financial Statements; Information Provided. (a) Merger Partner has made available to Public Company correct and complete copies of the Financial Statements. The Financial Statements (i) comply as to form in all material respects with all applicable accounting requirements, (ii) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered thereby (except (x) that the unaudited Financial Statements do not contain footnotes and (y) as may be indicated in the notes to such Financial Statementsfinancial statements) and (iiiii) fairly present in all material respects the consolidated financial position of Merger Partner as of the dates thereofthereof and the consolidated assets, liabilities, business, financial condition, results of its operations and cash flows for the periods indicated, consistent with the books and records of Xxxxxx Partner, except that the unaudited interim Financial Statements financial statements are subject to normal and recurring year-end adjustments, that are adjustments which will not expected to be material in amountamount or effect. For purposes of this Agreement, “Financial Statements” means (Ai) the unaudited audited consolidated balance sheet as at December 31, 2023, sheets and the related unaudited statements of income, changes in stockholdersShareholders’ equity and cash flows of Merger Partner as of the end of and for the period then endedfrom inception (October 22, (B2020) the audited balance sheet as at through December 31, 20222020, and (ii) the related audited statements of income, changes in stockholders’ equity and cash flows unaudited consolidated balance sheet of Merger Partner (the “Merger Partner Balance Sheet”) as for the period then ended and (C) the unaudited balance sheet as at of March 31, 2024 2021 (the “Most Recent Balance Sheet Date”), ) and the related audited unaudited consolidated statements of income, changes in stockholdersShareholders’ equity and cash flows of Merger Partner as for the three-month period then endedending as of the Most Recent Balance Sheet Date.
Appears in 1 contract
Samples: Merger Agreement (Akerna Corp.)