Financial Statements; Pro Forma Financial Information. The consolidated financial statements of the Company, together with the related schedules and notes, included in the SEC Reports and incorporated by reference in the Registration Statement and the Statutory Prospectus and to be incorporated by reference in the Final Prospectus, present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholder’s equity and cash flows of the Company and its consolidated subsidiaries throughout the periods specified; and said financial statements have been or will be prepared in conformity with generally accepted accounting principles as in effect in the United States of America (“GAAP”) applied on a consistent basis during the periods involved (except as indicated in the footnotes to such financial statements). The consolidated financial statements of US Airways, Inc. (“US Airways”), together with the related schedules and notes, included in the SEC Reports and incorporated by reference in the Registration Statement and the Statutory Prospectus and to be incorporated by reference in the Final Prospectus, present fairly, in all material respects, the consolidated financial position of US Airways and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholder’s equity and cash flows of US Airways and its consolidated subsidiaries throughout the periods specified; and said financial statements have been or will be prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as indicated in the footnotes to such financial statements). The supporting schedules included in the SEC Reports and incorporated by reference in the General Disclosure Package and to be incorporated by reference in the Final Prospectus present fairly in accordance with GAAP the information required to be stated therein. The interactive data in eXtensible Business Reporting Language incorporated by reference in the General Disclosure Package and to be incorporated by reference in the Final Prospectus fairly presents the information called for in all material respects and is or will be prepared in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma financial statements included or incorporated by reference in the Registration Statement and the Statutory Prospectus and to be incorporated by reference in the Final Prospectus have been or will be prepared in accordance with the Commission’s rules and guidance with respect to pro forma financial information, including rule 11-02 of Regulation S-X, and comply as to form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X. The assumptions used in preparing the pro forma financial statements included or incorporated by reference in the Registration Statement and the Statutory Prospectus and to be incorporated by reference in the Final Prospectus provide or will provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give or will give appropriate effect to those assumptions, and the pro forma columns therein reflect or will reflect the proper application of those adjustments to the corresponding historical financial statement amounts.
Appears in 5 contracts
Samples: Underwriting Agreement (American Airlines Inc), Underwriting Agreement (American Airlines Inc), Underwriting Agreement (American Airlines Inc)
Financial Statements; Pro Forma Financial Information. The consolidated financial statements and the related notes thereto of the Company, together with the related schedules and notes, Guarantor included in the SEC Reports and or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Statutory Prospectus and to be incorporated by reference in the Final Prospectus, present fairly, comply in all material respectsrespects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the consolidated financial position of the Company Guarantor and its consolidated subsidiaries at as of the dates indicated and the statement results of operations, stockholder’s equity their operations and the changes in their cash flows of the Company and its consolidated subsidiaries throughout for the periods specified; and said such financial statements have been or will be prepared in conformity with generally accepted accounting principles as in effect in the United States of America (“GAAP”) applied on a consistent basis during the periods involved (except as indicated in the footnotes to such financial statements). The consolidated financial statements of US Airways, Inc. (“US Airways”), together with the related schedules and notes, included in the SEC Reports and incorporated by reference in the Registration Statement and the Statutory Prospectus and to be incorporated by reference in the Final Prospectus, present fairly, in all material respects, the consolidated financial position of US Airways and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholder’s equity and cash flows of US Airways and its consolidated subsidiaries throughout the periods specified; covered thereby, and said financial statements have been or will be prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as indicated in the footnotes to such financial statements). The supporting schedules included in the SEC Reports and incorporated by reference in the General Disclosure Package and to be incorporated by reference in the Final Prospectus present fairly in accordance with GAAP the information required to be stated therein. The interactive data in eXtensible Business Reporting Language incorporated by reference in the General Disclosure Package and to be incorporated by reference in the Final Prospectus fairly presents the information called for in all material respects and is or will be prepared in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma financial statements included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and the Statutory Prospectus and to be other financial information included or incorporated by reference in the Final Registration Statement, the Time of Sale Information and the Prospectus have has been or will be prepared in accordance with derived from the Commission’s rules accounting records of the Guarantor and guidance with respect to its subsidiaries and presents fairly the information shown thereby. Any pro forma condensed combined financial information, including rule 11-02 the related notes, included or incorporated by reference in the Registration Statement, the Time of Regulation S-XSale Information and the Prospectus (i) fairly presents in all material respects the information shown therein, and comply as described therein, (ii) complies as to form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X. The X, (iii) includes preliminary assumptions used in preparing the pro forma financial statements included or incorporated by reference in the Registration Statement and the Statutory Prospectus and to be incorporated by reference in the Final Prospectus provide or will estimates that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give or will give appropriate effect to those assumptions, and the pro forma columns therein reflect or will reflect the proper application of those (iv) includes adjustments to the corresponding historical financial statement amountsstatements that are appropriate to give effect to the transactions and circumstances referred to therein, based on such preliminary assumptions and estimates, and (v) have been properly compiled on the bases described therein by applying such adjustments to the historical financial statements. The interactive data in eXtensibile Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 2 contracts
Samples: Underwriting Agreement (Agl Resources Inc), Underwriting Agreement (Agl Resources Inc)
Financial Statements; Pro Forma Financial Information. The consolidated financial statements and the related notes thereto of the Company, together with the related schedules and notes, Guarantor included in the SEC Reports and or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Statutory Prospectus and to be incorporated by reference in the Final Prospectus, present fairly, comply in all material respectsrespects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the consolidated financial position of the Company Guarantor and its consolidated subsidiaries at as of the dates indicated and the statement results of operations, stockholder’s equity their operations and the changes in their cash flows of the Company and its consolidated subsidiaries throughout for the periods specified; and said such financial statements have been or will be prepared in conformity with generally accepted accounting principles as in effect in the United States of America (“GAAP”) applied on a consistent basis during the periods involved (except as indicated in the footnotes to such financial statements). The consolidated financial statements of US Airways, Inc. (“US Airways”), together with the related schedules and notes, included in the SEC Reports and incorporated by reference in the Registration Statement and the Statutory Prospectus and to be incorporated by reference in the Final Prospectus, present fairly, in all material respects, the consolidated financial position of US Airways and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholder’s equity and cash flows of US Airways and its consolidated subsidiaries throughout the periods specified; covered thereby, and said financial statements have been or will be prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as indicated in the footnotes to such financial statements). The supporting schedules included in the SEC Reports and incorporated by reference in the General Disclosure Package and to be incorporated by reference in the Final Prospectus present fairly in accordance with GAAP the information required to be stated therein. The interactive data in eXtensible Business Reporting Language incorporated by reference in the General Disclosure Package and to be incorporated by reference in the Final Prospectus fairly presents the information called for in all material respects and is or will be prepared in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma financial statements included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and the Statutory Prospectus and to be other financial information included or incorporated by reference in the Final Registration Statement, the Time of Sale Information and the Prospectus have has been or will be prepared in accordance with derived from the Commission’s rules accounting records of the Guarantor and guidance with respect to its subsidiaries and presents fairly the information shown thereby. The pro forma condensed combined financial information, including rule 11-02 the related notes, included or incorporated by reference in the Registration Statement, the Time of Regulation S-XSale Information and the Prospectus (i) fairly present in all material respects the information shown therein, and as described therein, (ii) comply as to form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X. The X, (iii) includes preliminary assumptions used in preparing the pro forma financial statements included or incorporated by reference in the Registration Statement and the Statutory Prospectus and to be incorporated by reference in the Final Prospectus provide or will estimates that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give or will give appropriate effect to those assumptions, and the pro forma columns therein reflect or will reflect the proper application of those (iv) includes adjustments to the corresponding historical financial statement amountsstatements that are appropriate to give effect to the transactions and circumstances referred to therein, based on such preliminary assumptions and estimates, and (v) have been properly compiled on the bases described therein by applying such adjustments to the historical financial statements.
Appears in 2 contracts
Samples: Underwriting Agreement (Agl Resources Inc), Underwriting Agreement (Agl Resources Inc)
Financial Statements; Pro Forma Financial Information. The consolidated financial statements of the Company, together with and the related schedules and notes, notes thereto included in the SEC Reports and or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Statutory Prospectus and to be incorporated by reference in the Final Prospectus, present fairly, comply in all material respectsrespects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the consolidated financial position of the Company Guarantor and its consolidated subsidiaries at as of the dates indicated and the statement results of operations, stockholder’s equity their operations and the changes in their cash flows of the Company and its consolidated subsidiaries throughout for the periods specified; and said such financial statements have been or will be prepared in conformity with generally accepted accounting principles as in effect in the United States of America (“GAAP”) applied on a consistent basis during the periods involved (except as indicated in the footnotes to such financial statements). The consolidated financial statements of US Airways, Inc. (“US Airways”), together with the related schedules and notes, included in the SEC Reports and incorporated by reference in the Registration Statement and the Statutory Prospectus and to be incorporated by reference in the Final Prospectus, present fairly, in all material respects, the consolidated financial position of US Airways and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholder’s equity and cash flows of US Airways and its consolidated subsidiaries throughout the periods specified; covered thereby, and said financial statements have been or will be prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as indicated in the footnotes to such financial statements). The supporting schedules included in the SEC Reports and incorporated by reference in the General Disclosure Package and to be incorporated by reference in the Final Prospectus present fairly in accordance with GAAP the information required to be stated therein. The interactive data in eXtensible Business Reporting Language incorporated by reference in the General Disclosure Package and to be incorporated by reference in the Final Prospectus fairly presents the information called for in all material respects and is or will be prepared in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma financial statements included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and the Statutory Prospectus and to be other financial information included or incorporated by reference in the Final Registration Statement, the Time of Sale Information and the Prospectus have has been or will be prepared in accordance with derived from the Commission’s rules accounting records of the Guarantor and guidance with respect to its subsidiaries and presents fairly the information shown thereby. The pro forma condensed combined financial information, including rule 11-02 the related notes, included or incorporated by reference in the Registration Statement, the Time of Regulation S-XSale Information and the Prospectus (i) fairly present in all material respects the information shown therein, and as described therein, (ii) comply as to form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X. The X, (iii) includes preliminary assumptions used in preparing the pro forma financial statements included or incorporated by reference in the Registration Statement and the Statutory Prospectus and to be incorporated by reference in the Final Prospectus provide or will estimates that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give or will give appropriate effect to those assumptions, and the pro forma columns therein reflect or will reflect the proper application of those (iv) includes adjustments to the corresponding historical financial statement amountsstatements that are appropriate to give effect to the transactions and circumstances referred to therein, based on such preliminary assumptions and estimates, and (v) have been properly compiled on the bases described therein by applying such adjustments to the historical financial statements.
Appears in 1 contract
Financial Statements; Pro Forma Financial Information. The consolidated financial statements of the Company, together with the related and schedules and notes, included in the SEC Reports and or incorporated by reference in the Registration Statement Statement, the Prospectus and the Statutory Prospectus and to be incorporated by reference in General Disclosure Package present fairly the Final Prospectus, present fairly, in all material respects, the consolidated financial position condition of the Company and its consolidated subsidiaries at Subsidiaries as of the respective dates indicated thereof and the statement results of operations, stockholder’s equity operations and cash flows of the Company and its consolidated subsidiaries throughout Subsidiaries for the respective periods specified; and said financial statements have been or will be prepared covered thereby, all in conformity with generally accepted accounting principles as in effect in the United States of America (“GAAP”) applied on a consistent basis during throughout the periods involved (except as indicated in the footnotes to such financial statements)entire period involved. The consolidated financial statements and schedules of US Airways, Inc. (“US Airways”), together with the related schedules and notes, included in the SEC Reports and incorporated by reference in the Registration Statement and the Statutory Prospectus and to be incorporated by reference in the Final Prospectus, present fairly, in all material respects, the consolidated financial position of US Airways Old ARCA and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholder’s equity and cash flows of US Airways and its consolidated subsidiaries throughout the periods specified; and said financial statements have been or will be prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as indicated in the footnotes to such financial statements). The supporting schedules included in the SEC Reports and incorporated by reference in the General Disclosure Package and to be incorporated by reference in the Final Prospectus present fairly in accordance with GAAP the information required to be stated therein. The interactive data in eXtensible Business Reporting Language incorporated by reference in the General Disclosure Package and to be incorporated by reference in the Final Prospectus fairly presents the information called for in all material respects and is or will be prepared in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma financial statements included or incorporated by reference in the Registration Statement, the Prospectus and the General Disclosure Package present fairly the financial condition of Old ARCA and its consolidated subsidiaries as of the respective dates thereof and the results of operations and cash flows of Old ARCA and its consolidated subsidiaries for the respective periods covered thereby, all in conformity with generally accepted accounting principles applied on a consistent basis throughout the entire period involved. No other financial statements or schedules of the Company or Old ARCA are required by the Act, the Exchange Act, or the rules and regulations thereunder to be included in the Registration Statement, the Prospectus or the General Disclosure Package. KPMG LLP (“KPMG”), who has reported on the financial statements and schedules of Old ARCA and its consolidated Subsidiaries, is an independent accountant with respect to the Company and Old ARCA as required by the Act and the rules and regulations thereunder and Rule 3600T of the Public Company Accounting Oversight Board. Prior to Xxxxx 00, 0000, Xxxxx & Young LLP (“E&Y” and, together with KPMG, the “Accountants”), who has reported on the financial statements and schedules of the Company and its consolidated subsidiaries, was an independent accountant with respect to the Company as required by the Act and the rules and regulations thereunder and Rule 3600T of the Public Company Accounting Oversight Board. The summary and selected consolidated financial and statistical data, if any, included in or incorporated by reference into the Registration Statement, the Prospectus and the General Disclosure Package present fairly the information shown therein and have been compiled on a basis consistent with the Company’s and Old ARCA’s audited financial statements. The pro forma financial information relating to the Merger incorporated by reference into the Registration Statement and the Statutory Prospectus and to be incorporated by reference in the Final Prospectus have been or will be prepared in accordance with the Commission’s rules and guidance with respect to pro forma financial information, including rule 11-02 of Regulation S-X, and comply as to form complies in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X. X and presents fairly, in all material respects, the information required to be presented therein. The assumptions used pro forma adjustments specified therein have been properly applied to the historical amounts in preparing the compilation of such pro forma financial statements included or incorporated by reference in the Registration Statement and the Statutory Prospectus and to be incorporated by reference in the Final Prospectus provide or will provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give or will give appropriate effect to those assumptions, and the pro forma columns therein reflect or will reflect the proper application of those adjustments to the corresponding historical financial statement amountsinformation.
Appears in 1 contract
Samples: Equity Distribution Agreement (ARCA Biopharma, Inc.)
Financial Statements; Pro Forma Financial Information. The consolidated financial statements and the related notes thereto of the Company, together with the related schedules and notes, Guarantor included in the SEC Reports and or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Statutory Prospectus and to be incorporated by reference in the Final Prospectus, present fairly, comply in all material respectsrespects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the consolidated financial position of the Company Guarantor and its consolidated subsidiaries at as of the dates indicated and the statement results of operations, stockholder’s equity their operations and the changes in their cash flows of the Company and its consolidated subsidiaries throughout for the periods specified; and said such financial statements have been or will be prepared in conformity with generally accepted accounting principles as in effect in the United States of America (“GAAP”) applied on a consistent basis during the periods involved (except as indicated in the footnotes to such financial statements). The consolidated financial statements of US Airways, Inc. (“US Airways”), together with the related schedules and notes, included in the SEC Reports and incorporated by reference in the Registration Statement and the Statutory Prospectus and to be incorporated by reference in the Final Prospectus, present fairly, in all material respects, the consolidated financial position of US Airways and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholder’s equity and cash flows of US Airways and its consolidated subsidiaries throughout the periods specified; covered thereby, and said financial statements have been or will be prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as indicated in the footnotes to such financial statements). The supporting schedules included in the SEC Reports and incorporated by reference in the General Disclosure Package and to be incorporated by reference in the Final Prospectus present fairly in accordance with GAAP the information required to be stated therein. The interactive data in eXtensible Business Reporting Language incorporated by reference in the General Disclosure Package and to be incorporated by reference in the Final Prospectus fairly presents the information called for in all material respects and is or will be prepared in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma financial statements included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and the Statutory Prospectus and to be other financial information included or incorporated by reference in the Final Registration Statement, the Time of Sale Information and the Prospectus have has been or will be prepared in accordance with derived from the Commission’s rules accounting records of the Guarantor and guidance with respect to its subsidiaries and presents fairly the information shown thereby. Any pro forma condensed combined financial information, including rule 11-02 the related notes, included or incorporated by reference in the Registration Statement, the Time of Regulation S-XSale Information and the Prospectus (i) fairly present in all material respects the information shown therein, and as described therein, (ii) comply as to form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X. The X, (iii) includes preliminary assumptions used in preparing the pro forma financial statements included or incorporated by reference in the Registration Statement and the Statutory Prospectus and to be incorporated by reference in the Final Prospectus provide or will estimates that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give or will give appropriate effect to those assumptions, and the pro forma columns therein reflect or will reflect the proper application of those (iv) includes adjustments to the corresponding historical financial statement amountsstatements that are appropriate to give effect to the transactions and circumstances referred to therein, based on such preliminary assumptions and estimates, and (v) have been properly compiled on the bases described therein by applying such adjustments to the historical financial statements. The interactive data in eXtensibile Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 1 contract