Merger Balance Sheet Sample Clauses

Merger Balance Sheet. HALF-YEARLY FINANCIAL STATEMENT, ACCOUNTS AND VALUATION OF THE ASSETS AND LIABILITIES OF BANKIA SUBJECT TO TRANSFER‌ 4.1 MERGER BALANCE SHEET/HALF-YEARLY FINANCIAL STATEMENT‌ In the case of CaixaBank, for the purposes of article 36.1 of the Law on Structural Changes to Companies, the half-yearly financial statement as of 30 June 2020 will be considered the merger balance sheet. In the case of Bankia, the merger balance sheet will be replaced by the half-yearly financial statement as of 30 June 2020 required by the legislation governing the stock market and made public by Bankia in accordance with article 36.3 of the Law on Structural Changes to Companies.
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Merger Balance Sheet. The Merger shall be implemented on the basis of the non-consolidated, non-audited interim balance sheets (Zwischenabschlüsse), prepared under Swiss statutory accounting principles as of 30 September 2010 of Novartis and of Alcon, respectively (attached hereto as Exhibit 1.2(b)(i) and Exhibit 1.2(b)(ii), respectively, each a "Merger Balance Sheet"). Each Merger Balance Sheet shall be superseded for purposes of this Merger Agreement by an audited balance sheet of Novartis or of Alcon, as the case may be, dated 31 December 2010 when such audited balance sheet becomes available, whereupon such audited balance sheet shall become the applicable Merger Balance Sheet. The Merger Consideration (as defined in section 2.1(a) (Stock Consideration and Put Option)) is not based on the Merger Balance Sheets but based on the factors enumerated in section 2.1(d) (Basis for Determining Merger Consideration). In the event that Completion (as described in section 6.5 (Completion)) occurs more than six months after the closing date of the Merger Balance Sheets, the Merger Balance Sheets shall be replaced by updated balance sheets (the "Updated Merger Balance Sheets") in accordance with art. 11 Merger Act.
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Merger Balance Sheet. The Merger shall take place on the basis of the audited, non-consolidated balance sheet of Noble Swiss as of December 31, 2012 (the “Merger Balance Sheet”) (Schedule 1.3).
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Merger Balance Sheet. ACCOUNT AND VALUATION OF THE ASSETS AND LIABILITIES OF QUABIT SUBJECT TO TRANSFER‌
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Merger Balance Sheet. ‌ For the purposes of article 36.1 of the Law on Structural Changes to Companies, the balance sheets closed by Xxxxxx and Quabit on 31 December 2020 shall be considered the merger balance sheets, which shall be submitted at the respective general shareholders’ meetings of the Participating Entities for approval. Likewise, it is stated that none of the circumstances stated in article 36.2 of the Law on Structural Changes to Companies requiring the modification of the valuations contained in the aforementioned balance sheets of the Participating Entities has occurred.
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Merger Balance Sheet. The Merger shall be effected on the basis of the audited, non-consolidated, stand-alone balance sheet of TEL as of 29 September 2023 (such balance sheet the "Merger Balance Sheet").
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Merger Balance Sheet. The Agreement is concluded on the basis of the non-consolidated, audited balance sheets of both Parties as per 31 December 2022, as attached hereto as Annex 2.2.2 (i) and Annex 2.2.2 (ii) (each a “Merger Balance Sheet”). The Parties may agree that the respective Merger Balance Sheet can be superseded for purposes of this Agreement by a non-consolidated audited balance sheet of each Party respectively, as the case may be, drawn up as per a later date and to either perform the Merger for Swiss statutory accounts and/or tax purposes at book value or fair market value as per such later date. The Parties acknowledge and agree that the Merger Consideration (as defined in Section 3.1.1) is not based on values and numbers set out in the Merger Balance Sheets, but has been agreed between the Parties based on the factors enumerated in Section 3.1.1 and Section 3.1.3 and after discussions with FINMA.
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Merger Balance Sheet. The Merger shall be implemented on the basis of an interim balance sheet (Zwischenabschluss) of TCPI as of September 30, 2017 that has been prepared under Swiss statutory accounting principles (the “Merger Balance Sheet”). An unaudited Merger Balance Sheet is attached hereto as Exhibit 1.2.2. Pursuant to the unaudited Merger Balance Sheet, TCPI has assets of CHF 116,141,842 and liabilities of CHF 2,935,550 and accordingly an asset surplus of CHF 113,206,293. Prior to the Completion, TCPI shall deliver to MergerCo the audited Merger Balance Sheet. At Completion, TCPI’s assets and liabilities will be transferred to MergerCo at book value.
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Related to Merger Balance Sheet

  • Closing Balance Sheet (i) As soon as practicable (and in no event later than 45 days after the Closing) the Company shall prepare and deliver to the Parent and the Shareholders' Representative a proposed actual closing consolidated balance sheet of the Company and its subsidiaries as of the opening of business on the Closing Date (the "Closing Balance Sheet"). The Closing Balance Sheet will be prepared in accordance with GAAP on a basis consistent with the Audited Balance Sheets. Simultaneously with the preparation and delivery of the Closing Balance Sheet, the Company shall prepare and deliver to the Parent and the Shareholders' Representative a statement of "Closing Net Worth," defined herein as total assets, including cash, less total liabilities, excluding the outstanding balance of the Crestar Loan, each as set forth in the Closing Balance Sheet. (ii) If neither the Parent nor the Shareholders' Representative objects to the determination by the Company of the Closing Net Worth by written notice of objection (the "Notice of Objection") delivered to the other party within 20 days after the receipt of such statement, such Notice of Objection to describe in reasonable detail such party's proposed adjustments to the Closing Net Worth, the proposed Closing Net Worth shall be deemed final and binding. (iii) If either party delivers a Notice of Objection in respect of the Closing Net Worth, then any dispute shall be resolved in accordance with paragraph (b) of this Section 2.9. (iv) During the period that the Parent and the Shareholders' Representative are conducting their review of the determination of the Closing Net Worth, and subsequent to issuance of the Closing Balance Sheet, Parent and the Shareholders' Representative and their respective representatives shall have reasonable access during normal business hours to the workpapers, schedules, memoranda, and all of the documents, including accounting records and other information arising after the Closing Date, prepared or reviewed by the Company and its employees related to or arising in connection with the preparation of the Closing Balance Sheet and the determination of the Closing Net Worth. (v) The Company will make the work papers prepared in connection with its preparation of the Closing Balance Sheet available to each of the Parent and the Shareholders' Representative and their respective representatives at reasonable times and upon reasonable notice subsequent to the completion of their review of the Closing Balance Sheet and at any time during the resolution of any objections raised by any party with respect to the Closing Balance Sheet and the determination of the Closing Net Worth.

  • Pro Forma Balance Sheet; Financial Statements The Lenders shall have received (i) the Pro Forma Balance Sheet, (ii) audited consolidated financial statements of the Borrower and its Subsidiaries for the most recently ended fiscal year and (iii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available.

  • Off-Balance Sheet Transactions There is no transaction, arrangement or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off-balance sheet entity which is required to be disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus (other than as disclosed therein).

  • Balance Sheet ASSETS CURRENT ASSETS Cash $ Accounts Receivable Merchandise Inventory Notes Receivable (Less than 1 year) TOTAL CURRENT ASSETS $ NONCURRENT ASSETS Equipment/Property $ Less Depreciation Reserve Net Equipment/Property Cost Prepaid Expenses Other: Other: TOTAL NONCURRENT ASSETS $ TOTAL ASSETS $ LIABILITIES CURRENT LIABILITIES Accounts Payable $ S & W Payable Short-Term Notes Payable Interest Payable Short-Term Loan Payable Other: Other: TOTAL CURRENT LIABILITIES $ OTHER LIABILITIES Other: $ Other: TOTAL OTHER LIABILITIES $ TOTAL LIABILITIES $ CAPTIAL OWNER'S EQUITY Capital $ Less Personal Drawing $ Net Addition $ Stockholder's Equity $ Other: $ TOTAL CAPITAL $ TOTAL LIABILITIES AND CAPITAL $ DPR 86 3 CONCESSIONAIRE NAME CONCESSION NAME PARK UNIT NAME REPORTING PERIOD From: To:

  • Pro Forma Balance Sheet The Administrative Agent shall have received the Pro Forma Balance Sheet in form and substance satisfactory to the Administrative Agent and the Required Lenders;

  • Closing Date Balance Sheet a. Not later than sixty (60) days after the Closing, Seller shall prepare a balance sheet of the Company as of the close of business on the Closing Date (the "Closing Date Balance Sheet"), in accordance with United States generally accepted accounting principles ("GAAP") applied in a manner consistent with the accounting principles and practices applied in the preparation of the Financial Statements (as defined herein). Seller agrees to use reasonable efforts to cause the Closing Date Balance Sheet to be prepared and delivered to Purchaser within sixty (60) days after the Closing, unless such inability to deliver the Closing Date Balance Sheet is as a result of Purchaser's failure to give Seller reasonable access to the necessary books, records and/or personnel, in which event the requirement to deliver the Closing Date Balance Sheet shall be tolled until Seller is given reasonable access to the necessary documentation or personnel. The date of delivery of the Closing Date Balance Sheet to Purchaser is referred to herein as the "Delivery Date". b. Without charge by Purchaser, Purchaser shall cause its and the Company's employees to cooperate reasonably and on a timely basis and to assist Seller with the preparation of the Closing Date Balance Sheet, and shall make reasonably available to Seller and its authorized representatives the books, records, and personnel of the Company which Seller reasonably requires in order to prepare and deliver the Closing Date Balance Sheet. Purchaser and Seller shall, throughout the entire period from the date of this Agreement to the Delivery Date, meet and discuss any and all financial and business matters relating to such process and the preparation of the Closing Date Balance Sheet, and Seller shall make available its work papers for confidential inspection and review by Purchaser and Purchaser's accountants; provided, however, that Seller may omit or redact information that contains competitively sensitive information concerning Seller's or any of Seller's Affiliate's unrelated operations, contracts, customers, pricing, costs, or related matters.

  • Off-Balance Sheet Arrangements There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

  • No Off Balance Sheet Arrangements There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

  • Parent Financial Statements Parent has delivered to the Company (a) the audited consolidated balance sheets of the Parent as of September 30, 2006 and 2005, and the related audited statements of operations, changes in holders' equity and cash flows, respectively, for the fiscal years ended September 30, 2006 and 2005 (the "Parent Annual Financial Statements") and (b) the unaudited consolidated balance sheet of Parent as of December 31, 2006, and the related unaudited statement of operations for the three month period ended on such date (the "Parent Interim Financial Statements" and, together with Parent Annual Financial Statements, the "Parent Financials"). The Parent Financials (including the notes to the Parent Annual Financial Statements) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated therein and present fairly in all material respects the financial position and operating results of Parent as of the dates and during the periods indicated therein, subject (1) to adjustments in compensation expense required by the Securities and Exchange Commission in connection with equity compensation, (2) to adjustments resulting from changes in accounting standards and emerging interpretive guidance relating to standards of financial accounting and reporting, and (3) in the case of the Parent Interim Financial Statements, to normal quarter-end and year-end adjustments, and except that the Parent Interim Financial Statements may not contain footnotes. The Parent's audited consolidated balance sheet as of September 30, 2006 is referred to herein as the "Parent Current Balance Sheet."

  • Subsequent Financial Statements The Company shall consult with Parent prior to making publicly available its financial results for any period after the date of this Agreement and prior to filing any Company SEC Documents after the date of this Agreement, it being understood that Parent shall have no liability by reason of such consultation.

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