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
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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 Each Merger Balance Sheet shall be superseded for purposes of this Merger Agreement by an audited balance sheet of Novartis or of Alcon, as the case may be, dated 31 December 2010 when such audited balance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.
Sample 1
Merger Balance Sheet. The Merger shall take place on the basis of the audited, non-consolidated, stand-alone balance sheet of Xxxxxxxxxxx Switzerland as of December 31, 2013 (the “Balance Sheet Date”), as set forth on Schedule 1 (the “Merger Balance Sheet”).
Sample 1
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").
Sample 1
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.
Sample 1
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.
Sample 1
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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.
Sample 1

Related to Merger Balance Sheet

  • 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).

  • 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.

  • Company SEC Documents; Financial Statements (i) The Company and each of its Subsidiaries has filed all reports, schedules, forms, statements and other documents with the SEC required to be filed by the Company and its Subsidiaries since January 1, 2013 (the “Company SEC Documents”). As of their respective dates of filing, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, (A) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Company SEC Documents contained any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein not misleading. There are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the Company Filed SEC Documents. No enforcement action has been initiated against the Company relating to disclosures contained in or omitted from any Company Filed SEC Document.

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