Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, together with the related schedules and notes, comply in all material respects with the requirements of the Securities Act and present fairly in all material respects the financial position of the Company and its consolidated Subsidiaries (as defined below) at the respective dates of and for the respective periods to which they apply. The financial statements of the Company and its consolidated Subsidiaries (as defined below) 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 included in the Registration Statement, the Pricing Disclosure Package 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, any preliminary prospectus or the Prospectus. To the extent applicable, all disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, if any, 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 under the Exchange Act and Item 10(e) of Regulation S-K under the Securities Act.
Appears in 3 contracts
Samples: Underwriting Agreement (South Plains Financial, Inc.), Underwriting Agreement (Crossfirst Bankshares, Inc.), Underwriting Agreement (Bank7 Corp.)
Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) subsidiaries included in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, together with the related schedules and notes, comply in all material respects with the requirements of the Securities Act and present fairly in all material respects the financial position position, results of operations and cash flows of the Company and its consolidated Subsidiaries (as defined below) subsidiaries at the respective dates of and for the respective periods to which they apply. The specified, and such financial statements of the Company and its consolidated Subsidiaries (as defined below) 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, included in the Registration Statement and Prospectus present fairly in all material respects in accordance with GAAP the information required to be stated therein. The Any selected historical operating and financial data included in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements included thereinin the Registration Statement and Prospectus. Except as included thereinIn addition, no historical or any pro forma financial statements or supporting schedules are required to be and the related notes thereto included in the Registration StatementStatement and the Prospectus present fairly the information shown therein, any preliminary prospectus or have been prepared in accordance with the Prospectus. To Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the extent applicablebases 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; and all disclosures contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, if any, Prospectus 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 under of the Exchange 1934 Act and the 1934 Act Regulations and Item 10(e) 10 of Regulation S-K under the Securities 1933 Act, to the extent applicable.
Appears in 3 contracts
Samples: Underwriting Agreement (American Land Lease Inc), Underwriting Agreement (Lasalle Hotel Properties), Underwriting Agreement (Lasalle Hotel Properties)
Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, together with the related schedules and notes, comply as to form in all material respects with Regulation S-X under the requirements of the Securities 1933 Act and present fairly fairly, in all material respects respects, the financial position of the Company and its consolidated Subsidiaries (as defined below) at the respective dates indicated and the statement of operations, stockholders’ equity and for the respective periods to which they apply. The financial statements cash flows of the Company and its consolidated Subsidiaries (as defined below) 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, except in the case of unaudited interim financial statements, which are subject to normal year-end audit adjustments and exclude certain footnotes as permitted by applicable rules of the Commission. The supporting schedules, if any, present fairly fairly, in all material respects 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, the Pricing General Disclosure Package and the Prospectus present fairly fairly, in all material respects respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included 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, any preliminary prospectus the General Disclosure Package or the ProspectusProspectus under the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations. To the extent applicable, all Any disclosures contained in the Registration Statement, the Pricing General Disclosure Package or the Prospectus, if anyor incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Act, and Item 10 of Regulation S-K, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with Regulation G under the Exchange Act Commission’s rules and Item 10(e) of Regulation S-K under the Securities Actguidelines applicable thereto.
Appears in 2 contracts
Samples: Underwriting Agreement (Castle Biosciences Inc), Underwriting Agreement (Castle Biosciences Inc)
Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, together with the related schedules and notes, comply in all material respects with the requirements of the Securities Act and present fairly in all material respects the financial position of the Company and its consolidated Subsidiaries (as defined below) subsidiaries at the respective dates indicated and the statement of operations, stockholders’ equity and for the respective periods to which they apply. The financial statements cash flows of the Company and its consolidated Subsidiaries (subsidiaries for the periods specified; and said financial statements comply as defined below) to form with the accounting requirements of the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act Regulations and 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, the Pricing General Disclosure Package 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, any preliminary prospectus or the ProspectusProspectus under the Securities Act, the Securities Act Regulations, the Exchange Act or the Exchange Act Regulations. To the extent applicable, all All disclosures contained in the Registration Statement, the Pricing General Disclosure Package or the Prospectus, if any, 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 under the Exchange Act and Item 10(e) 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 2 contracts
Samples: Underwriting Agreement (Globe Life Inc.), Underwriting Agreement (Torchmark Corp)
Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, together with the related schedules and notesnotes thereto, comply in all material respects with the requirements of the Securities Act and present fairly in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries (subsidiaries as defined below) at of the respective dates shown and its results of operations and cash flows for the respective periods to which they apply. The shown, and, except as otherwise disclosed in the Registration Statement, the General Disclosure Package or the Prospectus, such financial statements of the Company and its consolidated Subsidiaries (as defined below) have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involvedcovered thereby, except for any normal year-end adjustments in the Company’s quarterly financial statements. 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 Except as included in the Registration Statement, the Pricing General Disclosure Package 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. Except as included thereinProspectus, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, any preliminary prospectus or the ProspectusProspectus under the 1933 Act or the 1933 Act Regulations. To the extent applicable, all All disclosures contained in the Registration Statement, the Pricing General Disclosure Package or the Prospectus, if any, 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 under the Exchange 1934 Act and Item 10(e) 10 of Regulation S-K under the Securities 1933 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 2 contracts
Samples: Atm Equity Offering Sales Agreement (REGENXBIO Inc.), Sales Agreement (REGENXBIO Inc.)
Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) included in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, together with the related schedules and notes, comply in all material respects with the requirements of the Securities Act and present fairly in all material respects the financial position of the Company and its consolidated Subsidiaries (as defined below) subsidiaries at the respective dates indicated and the statement of operations, stockholders’ equity and for the respective periods to which they apply. The financial statements cash flows of the Company and its consolidated Subsidiaries (as defined below) subsidiaries 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; provided, however, that those financial statements that are unaudited do not contain all footnotes that may be required under GAAP for annual financial statements. 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, the Pricing General Disclosure Package 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. 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, any preliminary prospectus the General Disclosure Package or the ProspectusProspectus under the 1933 Act or the 1933 Act Regulations. To the extent applicable, all All disclosures contained in the Registration Statement, the Pricing General Disclosure Package or the Prospectus, if any, Prospectus 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 under of the Securities Exchange Act of 1934 (the “1934 Act”) and Item 10(e) 10 of Regulation S-K under of the Securities 1933 Act, to the extent applicable.
Appears in 2 contracts
Samples: Underwriting Agreement (Rexnord Corp), Underwriting Agreement (Rexnord Corp)
Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, together with the related schedules and notes, comply as to form in all material respects with Regulation S-X under the requirements of the Securities 1933 Act and present fairly fairly, in all material respects respects, the financial position of the Company and its consolidated Subsidiaries (as defined below) at the respective dates indicated and the statement of operations, stockholders’ equity and for the respective periods to which they apply. The financial statements cash flows of the Company and its consolidated Subsidiaries (as defined below) 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 fairly, in all material respects 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, the Pricing General Disclosure Package and the Prospectus present fairly fairly, in all material respects respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, any preliminary prospectus or the Prospectus. To the extent applicable, all disclosures contained incorporated by reference in the Registration Statement, the Pricing General Disclosure Package or the ProspectusProspectus under the 1933 Act or the 1933 Act Regulations. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules General Disclosure Package and regulations of the Commission) comply Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with Regulation G under the Exchange Act Commission’s rules and Item 10(e) of Regulation S-K under the Securities Actguidelines applicable thereto.
Appears in 2 contracts
Samples: Underwriting Agreement (Aveo Pharmaceuticals, Inc.), Underwriting Agreement (Aveo Pharmaceuticals, Inc.)
Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, together with the related schedules and notes, comply in all material respects with the requirements of the Securities Act and present fairly fairly, in all material respects respects, the financial position of the Company and its consolidated Subsidiaries (as defined below) at the respective dates of and indicated or for the respective periods to which they apply. The financial statements of the Company and its consolidated Subsidiaries (as defined below) 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 fairly, in all material respects 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, the Pricing Disclosure Package and the Prospectus present fairly fairly, in all material respects respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, any preliminary prospectus or the Prospectus. To the extent applicable, all disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, if any, 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 under the Exchange Act and Item 10(e) of Regulation S-K under the Securities Act.
Appears in 2 contracts
Samples: Underwriting Agreement (Origin Bancorp, Inc.), Underwriting Agreement (CBTX, Inc.)
Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, together with the related schedules and notes, comply in all material respects with the requirements of the Securities Act and present fairly in all material respects the financial position of the Company and its consolidated Subsidiaries (as defined below) at the respective dates of and indicated or for the respective periods to which they apply. The financial statements of the Company and its consolidated Subsidiaries (as defined below) 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, the Pricing Disclosure Package 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 thereintherein prepared by the Company and audited by Xxxxxxx & Xxxxxxx. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, any preliminary prospectus or the Prospectus. To the extent applicable, all disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Commission Regulation G under the Exchange Act and Item 10(e) of Regulation S-K under the Securities Act.
Appears in 2 contracts
Samples: Underwriting Agreement (Southern States Bancshares, Inc.), Underwriting Agreement (Southern States Bancshares, Inc.)
Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, together with the related schedules and notes, comply in all material respects with the requirements of the Securities Act and present fairly in all material respects the financial position of the Company and its consolidated Subsidiaries (as defined below) at the respective dates of and or for the respective periods to which they apply. The financial statements of the Company and its consolidated Subsidiaries (as defined below) have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as disclosed therein. 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, the Pricing Disclosure Package 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 or incorporated by reference therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, any preliminary prospectus or the Prospectus. To the extent applicable, all disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, if any, 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 under the Exchange Act and Item 10(e) of Regulation S-K under the Securities Act.
Appears in 1 contract
Samples: Underwriting Agreement (First Western Financial Inc)
Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) included in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, together with the related schedules and notes, comply in all material respects with the requirements of the Securities Act and present fairly fairly, in all material respects the financial position of the Company and its consolidated Subsidiaries (as defined below) at the respective dates indicated and the consolidated balance sheets, consolidated statements of income, comprehensive income, changes in shareholders’ equity, and for the respective periods to which they apply. The financial statements cash flows of the Company and its consolidated Subsidiaries (as defined below) for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis (except for such adjustments to accounting standards and practices as are noted therein) 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, the Pricing Disclosure Package Statement and the Prospectus present are accurately and fairly in all material respects the information shown therein presented and have been compiled prepared on a basis consistent with that of the audited financial statements included thereinand books and records of the Company. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, any preliminary prospectus or the Prospectus. To the extent applicable, all disclosures contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, if any, 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 under the Exchange Act and Item 10(e) of Regulation S-K under the Securities Act. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus is updated as necessary to comply in all material respects with the requirements of the Securities Act and the Commission’s rules and guidelines applicable thereto and present fairly the consolidated financial position, results of operations and changes in financial position of the Company and its Subsidiaries on the basis stated in the Registration Statement at the respective dates or for the respective periods to which they apply.
Appears in 1 contract
Samples: At Market Issuance Sales Agreement (City Holding Co)
Financial Statements; Non-GAAP Financial Measures. The financial statements of and the Company and its consolidated Subsidiaries (as defined below) included related notes thereto incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, together with the related schedules and notes, comply in all material respects with the requirements of the Securities Act and Prospectus present fairly in all material respects the financial position of the Company and its consolidated Subsidiaries (subsidiaries as defined below) at of the respective dates indicated and the results of their operations, changes in stockholders’ equity and the changes in their cash flows for the respective periods to which they apply. The specified; such financial statements of the Company and its consolidated Subsidiaries (as defined below) 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 covered thereby; and the other financial information required to be stated therein. The selected financial data included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus present has been derived from the accounting records of the Company and its consolidated subsidiaries and presents 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 thereinthereby. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, any preliminary prospectus the Pricing Prospectus or the ProspectusProspectus under the Act or the rules and regulations promulgated thereunder. To the extent applicable, all All disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, if any, 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 under the Exchange Act and Item 10(e) 10 of Regulation S-K under the Securities Act., to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto;
Appears in 1 contract
Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) included in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, together with the related schedules and notes, comply as to form in all material respects with Regulation S-X under the requirements of the Securities 1933 Act and present fairly fairly, in all material respects respects, the financial position of the Company and its consolidated Subsidiaries the Subsidiary (as defined below) at the respective dates indicated and the statement of operations, stockholders’ equity and for the respective periods to which they apply. The financial statements cash flows of the Company and its consolidated Subsidiaries (as defined below) the Subsidiary 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 fairly, in all material respects respects, in accordance with GAAP GAAP, the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement, the Pricing General Disclosure Package and the Prospectus present fairly fairly, in all material respects respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included 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, any preliminary prospectus the General Disclosure Package and the Prospectus under the 1933 Act or the Prospectus1933 Act Regulations. To the extent applicable, all All disclosures contained in the Registration Statement, the Pricing General Disclosure Package or and the Prospectus, if any, Prospectus 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 under of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and Item 10(e) 10 of Regulation S-K under the Securities 1933 Act, to the extent applicable.
Appears in 1 contract
Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, together with the related schedules and notes, comply in all material respects with the requirements of the Securities Act and present fairly in all material respects the financial position of the Company and its consolidated Subsidiaries (as defined below) subsidiaries at the respective dates indicated and the statement of operations, stockholders’ equity and for the respective periods to which they apply. The financial statements cash flows of the Company and its consolidated Subsidiaries (as defined below) subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects and 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, the Pricing Disclosure Package 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, any preliminary prospectus the Disclosure Package or the ProspectusProspectus under the Act or the rules and regulations promulgated thereunder. To the extent applicable, all All disclosures contained in the Registration Statement, the Pricing Disclosure Package or and the Prospectus, if any, Prospectus 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 under of the Exchange Act and Item 10(e) 10 of Regulation S-K under of the Securities Act, to the extent applicable.
Appears in 1 contract
Samples: Equity Distribution Agreement (Flexion Therapeutics Inc)
Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) included in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, together with the related schedules and notes, comply in all material respects with the requirements of the Securities Act and present fairly in all material respects the financial position of the Company and its consolidated Subsidiaries (as defined below) subsidiaries at the respective dates indicated and the statement of operations, stockholders’ equity and for the respective periods to which they apply. The financial statements cash flows of the Company and its consolidated Subsidiaries (as defined below) subsidiaries 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, documents in the Pricing General Disclosure Package and in the Prospectus present fairly in all material respects constitute a fair summary of the information shown therein purported to be summarized and have been compiled on a basis consistent with that of the audited financial statements included thereinin the Registration Statement. Except as included therein, no historical or pro forma No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, any preliminary prospectus the General Disclosure Package or the ProspectusProspectus under the Act except as so included or incorporated by reference. To the extent applicable, all All disclosures contained in the Registration Statement, the Pricing General Disclosure Package or the Prospectus, if any, Prospectus or incorporated by reference therein regarding “non-non GAAP financial measures” (as such term is defined by the rules applicable Rules and regulations of the CommissionRegulations) comply in all material respects with Regulation G under of the Exchange Act and Item 10(e) 10 of Regulation S-K under of the Securities ActAct to the extent applicable.
Appears in 1 contract
Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) included in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, together with the related schedules and notes, comply in all material respects with the requirements of the Securities Act and present fairly in all material respects the financial position of the Company and its consolidated Subsidiaries (as defined below) subsidiaries at the respective dates indicated and the statement of operations, stockholders’ equity and for the respective periods to which they apply. The financial statements cash flows of the Company and its consolidated Subsidiaries (as defined below) subsidiaries 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, documents in the Pricing General Disclosure Package and in the Prospectus present fairly in all material respects constitute a fair summary of the information shown therein purported to be summarized and have been compiled on a basis consistent with that of the audited financial statements included thereinin the Registration Statement. Except as included therein, no historical or pro forma No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, any preliminary prospectus the General Disclosure Package or the ProspectusProspectus under the Securities Act except as so included or incorporated by reference. To the extent applicable, all All disclosures contained in the Registration Statement, the Pricing General Disclosure Package or the Prospectus, if any, Prospectus or incorporated by reference therein regarding “non-non GAAP financial measures” (as such term is defined by the applicable rules and regulations of the Commission) comply in all material respects with Regulation G under of the Exchange Act and Item 10(e) 10 of Regulation S-K under of the Securities ActAct to the extent applicable.
Appears in 1 contract
Financial Statements; Non-GAAP Financial Measures. The historical financial statements of (including the Company related notes and its consolidated Subsidiaries (as defined belowsupporting schedules) included in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, together with the related schedules and notes, Prospectus comply as to form in all material respects with the requirements of Regulation S-X under the Securities Act and present fairly 1933 Act, are accurate in all material respects and present fairly the financial position of the Company and its on a consolidated Subsidiaries (as defined below) basis at the respective dates of and for the respective periods to which they apply. The date indicated; said financial statements of the Company and its consolidated Subsidiaries (as defined below) have been prepared in conformity with U.S. accounting principles generally accepted accounting principles in the United States (“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, the Pricing General Disclosure Package and the Prospectus present fairly the information shown therein 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. Except as included therein, no historical or pro forma No other financial statements or supporting schedules of the Company or any of its subsidiaries are required to be included in the Registration Statement, any preliminary prospectus General Disclosure Package or Prospectus under the Prospectus1933 Act and the 1933 Act Regulations. To the extent applicable, all All disclosures contained in the Registration Statement, the Pricing General Disclosure Package or the Prospectus, if any, Prospectus 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 under of the Exchange 1934 Act and Item 10(e) 10 of Regulation S-K under of the Securities 1933 Act, to the extent applicable.
Appears in 1 contract
Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, together with the related schedules and notesnotes thereto, comply in all material respects with the requirements of the Securities Act and present fairly fairly, in all material respects respects, the financial position of the Company and its consolidated Subsidiaries (as defined below) at the respective dates of and indicated or for the respective periods to which they apply. The financial statements of the Company and its consolidated Subsidiaries (as defined below) 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 fairly, in all material respects 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, the Pricing Disclosure Package and the Prospectus present fairly fairly, in all material respects respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, any preliminary prospectus or the Prospectus. To the extent applicable, all disclosures contained in the Registration Statement, the Pricing Disclosure Package or and the Prospectus, if any, Prospectus 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 under the Exchange Act and Item 10(e) of Regulation S-K under the Securities Act.
Appears in 1 contract
Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, together with the related schedules and notes, comply comply, in all material respects respects, with the requirements of the Securities Act and present fairly fairly, in all material respects respects, the financial position of the Company and its consolidated Subsidiaries (as defined below) at the respective dates of and for the respective periods to which they apply. The financial statements of the Company and its consolidated Subsidiaries (as defined below) at the dates indicated 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 fairly, in all material respects respects, in accordance with GAAP the information required to be stated therein. The selected pro forma financial data information, if any, included in the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly give effect to assumptions and adjustments made in all material respects the information shown therein and have been compiled good faith on a basis consistent with that of the audited financial statements included thereinreasonable basis. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, any preliminary prospectus or the Prospectus. To the extent applicable, all disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply comply, in all material respects respects, with Regulation G under the Exchange Act and Item 10(e) of Regulation S-K under the Securities Act.
Appears in 1 contract
Samples: Underwriting Agreement (Financial Institutions Inc)
Financial Statements; Non-GAAP Financial Measures. The historical financial statements of and the Company related notes and its consolidated Subsidiaries (as defined below) schedules thereto included in the Registration Statement, the Pricing General Disclosure Package and the ProspectusProspectus present fairly, together with the related schedules and notes, comply in all material respects with the requirements of the Securities Act and present fairly in all material respects respects, the financial position of the Company and its consolidated Subsidiaries (subsidiaries as defined below) at of the respective dates indicated and the results of their operations and the changes in their cash flows for the respective periods specified (subject to which they apply. The the omission of footnotes and normal year end audit and other adjustments, as to any unaudited financial statements); such financial statements of the Company and its consolidated Subsidiaries (as defined below) have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involvedcovered thereby. 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, the Pricing General Disclosure Package 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. 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, any preliminary prospectus the General Disclosure Package and the Prospectus under the 1933 Act or the Prospectus1933 Act Regulations. To the extent applicable, all All disclosures contained in the Registration Statement, the Pricing General Disclosure Package or and the Prospectus, if any, Prospectus 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 under of the Exchange Act 1934 Act, and Item 10(e) 10 of Regulation S-K under of the Securities 1933 Act, to the extent applicable.
Appears in 1 contract
Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, together with the related schedules and notes, comply in all material respects with the requirements of the Securities Act and present fairly in all material respects the financial position of the Company and its consolidated Subsidiaries (as defined below) at the respective dates of and for the respective periods to which they apply). The financial statements of the Company and its consolidated Subsidiaries (as defined below) 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 included in the Registration Statement, the Pricing Disclosure Package 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, any preliminary prospectus or the Prospectus. To the extent applicable, all disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, if any, 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 under the Exchange Act and Item 10(e) of Regulation S-K under the Securities Act.
Appears in 1 contract
Samples: Underwriting Agreement (MetroCity Bankshares, Inc.)
Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries subsidiaries (as defined belowthe “Subsidiaries”) included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, together with the related schedules and notes, comply in all material respects with the requirements of the Securities Act and present fairly in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries (as defined below) at the respective dates of and for the respective periods to which they apply). The financial statements of the Company and its consolidated Subsidiaries (as defined below) ), have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as disclosed therein. The supporting schedules, if any, present fairly in accordance with GAAP 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, the Pricing Disclosure Package 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 or incorporated by reference therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, any preliminary prospectus or the Prospectus. To the extent applicable, all disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, if any, 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 under the Exchange Act and Item 10(e) of Regulation S-K under the Securities Act. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus is updated as necessary to comply with the requirements of the Securities Act and the Commission’s rules applicable thereto.
Appears in 1 contract
Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company statements, together with related notes and its consolidated Subsidiaries (as defined below) schedules, included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, together with the related schedules and notes, comply in all material respects with the applicable requirements of the Securities Act and present fairly in all material respects the financial position and the results of operations and cash flows of the Company and its consolidated Subsidiaries (as defined below) entities purported to be shown thereby, at the respective indicated dates of and for the respective periods to which they applyindicated periods. The Such financial statements of the Company and its consolidated Subsidiaries (as defined below) related schedules have been prepared in conformity accordance with U.S. generally accepted accounting principles (“GAAP”) , consistently applied on a consistent basis throughout the periods involved, except as disclosed therein, and all adjustments necessary for a fair presentation of results for such periods have been made. The supporting schedulespro forma financial statements, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial or data included in the Registration Statement, the Pricing Disclosure Package 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, any preliminary prospectus or the Prospectus. To the extent applicable, all disclosures contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, if any, regarding “comply with the applicable requirements of the Act and the Exchange Act, and the assumptions used in the preparation of such pro forma financial statements and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions or circumstances described therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data. Any non-GAAP financial measures” measure (as such term is defined by the rules and regulations of the Commission) comply ), contained in the Registration Statement, the Disclosure Package and the Prospectus has been derived from the accounting records of the Company or its predecessors for accounting purposes, fairly presents in all material respect the information purported to be shown thereby and complies in all material respects with Regulation G under of the Exchange Act Act, and Item 10(e) 10 of Regulation S-K under the Securities Act, to the extent applicable. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Disclosure Package or the Prospectus that are not included as required.
Appears in 1 contract
Samples: Equity Distribution Agreement (Emergent BioSolutions Inc.)
Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) included in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, together with the related schedules and notes, comply in all material respects with the requirements of the Securities Act and present fairly in all material respects the financial position of the Company and its consolidated Subsidiaries (as defined below) at the respective dates indicated and the statement of operations, stockholders’ equity and for the respective periods to which they apply. The financial statements cash flows of the Company and its consolidated Subsidiaries (as defined below) 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, the Pricing General Disclosure Package and the Prospectus Prospectus, if any, 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. Except as included therein, no No historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, any preliminary prospectus the General Disclosure Package or the ProspectusProspectus under the 1933 Act or the 1933 Act Regulations. To the extent applicable, all All disclosures contained in the Registration Statement, the Pricing General Disclosure Package or the Prospectus, if any, Prospectus 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 under of the Exchange 1934 Act and Item 10(e) 10 of Regulation S-K under of the Securities 1933 Act, to the extent applicable.
Appears in 1 contract
Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) included in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, together with the related schedules and notes, comply in all material respects with the requirements of the Securities Act and present fairly in all material respects the financial position of the Company and its consolidated Subsidiaries (as defined below) subsidiaries at the respective dates indicated and the statement of operations, stockholders’ equity and for the respective periods to which they apply. The financial statements cash flows of the Company and its consolidated Subsidiaries (as defined below) subsidiaries 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 involvedinvolved except, in the case of unaudited interim financial statements, subject to normal year end audit adjustments and the exclusion of certain footnotes as permitted by the applicable rules of the Commission. 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, the Pricing General Disclosure Package 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. 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, any preliminary prospectus the General Disclosure Package or the ProspectusProspectus under the 1933 Act or the 1933 Act Regulations. To the extent applicable, all All disclosures contained in the Registration Statement, the Pricing General Disclosure Package or the Prospectus, if any, Prospectus 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 under of the Securities Exchange Act of 1934 (the “1934 Act”) and Item 10(e) 10 of Regulation S-K under of the Securities 1933 Act, to the extent applicable.
Appears in 1 contract
Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, together with the related schedules and notes, comply in all material respects with the requirements of the Securities Act and present fairly in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries (as defined below) at the respective dates of and for the respective periods entities to which they apply. The relate at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the entities to which they relate for the periods specified; said financial statements of the Company and its consolidated Subsidiaries (as defined below) have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“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 included in the Registration Statement, the Pricing General Disclosure Package 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. 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, any preliminary prospectus the General Disclosure Package or the ProspectusProspectus under the 1933 Act or the 1933 Act Regulations. To the extent applicable, all All disclosures contained in the Registration Statement, the Pricing General Disclosure Package or the Prospectus, if anyor incorporated by reference therein, 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 under the Exchange 1934 Act and Item 10(e) 10 of Regulation S-K under the Securities 1933 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 1 contract
Samples: Underwriting Agreement (Kennedy-Wilson Holdings, Inc.)
Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, together with the related schedules and notes, comply in all material respects with the requirements of the Securities Act and present fairly in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries (as defined below) at the respective dates of and for the respective periods entities to which they apply. The relate at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the entities to which they relate for the periods specified; said financial statements of the Company and its consolidated Subsidiaries (as defined below) have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“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 included in the Registration Statement, the Pricing General Disclosure Package 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. 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, any preliminary prospectus the General Disclosure Package or the ProspectusProspectus under the 1933 Act or the 1933 Act Regulations. To the extent applicable, all All disclosures contained in the Registration Statement, the Pricing General Disclosure Package or the Prospectus, if anyor incorporated by reference therein, 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 under of the Exchange 1934 Act and Item 10(e) 10 of Regulation S-K under of the Securities 1933 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 1 contract
Samples: Underwriting Agreement (Kennedy-Wilson Holdings, Inc.)
Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) included in the Registration Statement, the Pricing Disclosure Package and the Prospectusstatements, together with the related schedules and notes, comply incorporated by reference in all material respects with the requirements of Registration Statement, the Securities Act General Disclosure Package and the Prospectus, present fairly in all material respects the consolidated financial position of the Company as of and its consolidated Subsidiaries (as defined below) at the respective dates indicated and the results of its operations, stockholders’ equity and cash flows for the respective periods specified and contain, with respect to which they apply. The such financial statements for the three-month period ended March 31, 2012 and 2013 and as of March 31, 2013, such adjustments, consisting of normal recurring adjustments, that management considers necessary for a fair presentation of the Company and its consolidated Subsidiaries (as defined below) results of operations for such periods. Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly except as may be expressly stated in all material respects in accordance with GAAP the information required to be stated thereinrelated notes thereto. The selected financial data and the summary financial data included in the Registration Statement, the Pricing General Disclosure Package 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. 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, any preliminary prospectus the General Disclosure Package or the ProspectusProspectus under the 1933 Act or the 1933 Act Regulations. To the extent applicable, all All disclosures contained in the Registration Statement, the Pricing General Disclosure Package or the Prospectus, if any, Prospectus 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 under of the Securities Exchange Act of 1934 (the “1934 Act”) and Item 10(e) 10 of Regulation S-K under of the Securities 1933 Act, to the extent applicable.
Appears in 1 contract
Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) included in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, together with the related schedules and notes, comply in all material respects with the requirements of the Securities Act and present fairly in all material respects the financial position of the Company and its consolidated Subsidiaries (as defined below) at the respective dates indicated and the statement of operations, stockholders’ equity (deficit) and for the respective periods to which they apply. The financial statements cash flows of the Company and its consolidated Subsidiaries (as defined below) 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 involvedinvolved except where and to the extent noted therein. 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, the Pricing General Disclosure Package and the Prospectus Prospectus, if any, 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, except where and to the extent noted. 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, any preliminary prospectus the General Disclosure Package or the ProspectusProspectus under the Securities Act. To the extent applicable, all All disclosures contained in the Registration Statement, the Pricing General Disclosure Package or the Prospectus, if any, Prospectus 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 under of the Exchange Act and Item 10(e) 10 of Regulation S-K under of the Securities Act, to the extent applicable.
Appears in 1 contract
Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) included or incorporated by reference in the Registration Statement, the Pricing Time of Sale Disclosure Package and the Prospectus, together with the related schedules and notes, comply present fairly, in all material respects with the requirements of the Securities Act and present fairly in all material respects respects, the financial position of the Company and its consolidated Subsidiaries (as defined below) Senseonics at the respective dates indicated and the statement of operations, stockholders’ equity and for the respective periods to which they apply. The financial statements cash flows of the Company and its consolidated Subsidiaries (as defined below) Senseonics for the periods specified; such 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 schedulesinvolved except, if anyin the case of unaudited financial statements, present fairly in all material respects in accordance with GAAP subject to normal year-end audit adjustments and the information required to be stated thereinexclusion of certain footnotes as permitted by the applicable rules of the Commission. The selected financial data included incorporated by reference in the Registration Statement, the Pricing Time of Sale Disclosure Package and the Prospectus present fairly fairly, in all material respects respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included incorporated by reference 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, any preliminary prospectus the Time of Sale Disclosure Package or the ProspectusProspectus under the Securities Act or the Rules and Regulations. To the extent applicable, all All disclosures contained in the Registration Statement, the Pricing Time of Sale Disclosure Package or the Prospectus, if any, Prospectus 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 under of the Exchange Act and Item 10(e) 10 of Regulation S-K under K, to the Securities Actextent applicable.
Appears in 1 contract
Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, together with the related schedules and notes, comply present fairly, in all material respects with the requirements of the Securities Act and present fairly in all material respects respects, the financial position of the Company and its consolidated Subsidiaries (as defined below) subsidiaries at the respective dates indicated and the statement of operations, stockholders’ equity and for the respective periods to which they apply. The financial statements cash flows of the Company and its consolidated Subsidiaries (as defined below) subsidiaries 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, included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly fairly, in all material respects 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, the Pricing General Disclosure Package and the Prospectus present fairly fairly, in all material respects respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included 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, any preliminary prospectus the General Disclosure Package or the ProspectusProspectus under the 1933 Act or the 1933 Act Regulations. To the extent applicable, all All disclosures contained in the Registration Statement, the Pricing General Disclosure Package or the Prospectus, if anyor incorporated by reference therein, 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 under of the Exchange 1934 Act and Item 10(e) 10 of Regulation S-K under of the Securities 1933 Act, to the extent applicable.
Appears in 1 contract
Samples: Underwriting Agreement (Victory Capital Holdings, Inc.)
Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, together with the related schedules and notes, comply in all material respects with the requirements of the Securities Act and present fairly in all material respects the financial position of the Company and its consolidated Subsidiaries (as defined below) subsidiaries at the respective dates indicated and the statement of operations, shareholders’ equity and for the respective periods to which they apply. The financial statements cash flows of the Company and its consolidated Subsidiaries (subsidiaries for the periods specified; and said financial statements comply as defined below) to form with the accounting requirements of the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act Regulations and 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, the Pricing General Disclosure Package 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, any preliminary prospectus or the ProspectusProspectus under the Securities Act, the Securities Act Regulations, the Exchange Act or the Exchange Act Regulations. To the extent applicable, all All disclosures contained in the Registration Statement, the Pricing General Disclosure Package or the Prospectus, if any, 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 under the Exchange Act and Item 10(e) 10 of Regulation S-K under the Securities Act, to the extent applicable.
Appears in 1 contract