NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Sample Clauses

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. (in thousands of dollars, except per unit data)

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. (1) Basis of Pro Forma Presentation The unaudited pro forma condensed combined financial information has been derived from the historical consolidated financial statements of SilverBow and Sundance and its consolidated subsidiaries. Certain of Sundance’s historical amounts have been reclassified to conform to XxxxxxXxx’s financial statement presentation. The unaudited pro forma condensed combined balance sheet as of March 31, 2022, gives effect to the Sundance Transaction and related financing as if it had occurred on March 31, 2022. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2022, gives effect to the Sundance Transaction and related financing as if it had been completed on January 1, 2022. The unaudited pro forma condensed combined financial statements reflect pro forma adjustments that are described in the accompanying notes and are based on available information and certain assumptions that SilverBow believes are reasonable, however, actual results may differ from those reflected in these statements. In SilverBow’s opinion, all adjustments that are necessary to present fairly the pro forma information have been made. The unaudited pro forma condensed combined financial statements do not purport to represent what XxxxxxXxx’s financial position or results of operations would have been if the Sundance Transaction had actually occurred on the dates indicated above, nor are they indicative of SilverBow’s future financial position or results of operations. These unaudited pro forma condensed combined financial statements should be read in conjunction with the historical consolidated financial statements and related notes of SilverBow and Sundance, as applicable, for the period presented. The unaudited pro forma condensed combined financial information includes adjustments to conform Sundance’s accounting policies to SilverBow’s accounting policies, including adjusting Sundance’s oil and gas properties to the full cost method. Xxxxxxxx follows the successful efforts method of accounting for oil and gas properties, while SilverBow follows the full cost method of accounting for oil and gas properties. Certain costs that are expensed under the successful efforts method are capitalized under the full cost method, including unsuccessful exploration drilling costs, geological and geophysical costs, delay rentals on leases and general and administrative expenses directly related to exploration and developme...

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. 1. Basis of Pro Forma Presentation The accompanying unaudited pro forma condensed combined financial information and related notes were prepared in accordance with Article 11 of Regulation S-X, "Pro Forma Financial Information," as amended by the Securities and Exchange Commission's Final Rule Release No. 33-10786, "Amendments to Financial Disclosures About Acquired and Disposed Businesses," as adopted on May 21, 2020 ("Article 11"). The amended Article 11 was effective on January 1, 2021. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2020 combine the historical consolidated statements of operations of Nesco and Custom Truck, giving effect to the transactions as if they had been completed on January 1, 2020. The unaudited pro forma condensed combined balance sheet as of December 31, 2020 combines the historical consolidated balance sheets of Nesco and Custom Truck, giving effect to the transactions as if they had been completed on December 31, 2020. Nesco’s and Custom Truck’s historical financial statements were prepared in accordance with U.S. GAAP, presented in U.S. dollars, and there were no material intercompany transactions and balances between Nesco and Custom Truck as of and for the year ended December 31, 2020. As discussed in Note 3, certain reclassifications were made to align Xxxxx’s and Custom Truck’s financial statement presentation. The Company has not identified all adjustments necessary to conform Custom Truck’s accounting policies to Xxxxx’s accounting policies. Upon completion of the transactions, or as more information becomes available, the Company will complete a more detailed review of Custom Truck’s accounting policies. As a result of that review, further differences could be identified between the accounting policies of the two companies. The accompanying unaudited pro forma condensed combined financial statements and related notes were prepared using the acquisition method of accounting under the provisions of ASC 805, with the Company as the accounting acquirer of Custom Truck. In identifying the Company as the accounting acquirer, management considered the structure of the transaction and other actions contemplated by the Purchase Agreement, including the composition of purchase consideration issued to the selling equity holders of Custom Truck (consisting of cash from the Company and its common stock). The Company also considered the relative outstanding share ownership and t...

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. 1. Description of the Acquisition and basis of presentation Description of the Acquisition On August 13, 2019, Repay Holdings Corporation (the “Company”), through its indirect majority owned subsidiary Repay Holdings, LLC (together with the Company, “REPAY”), the members of TriSource Solutions, LLC (“TriSource”) and certain other parties entered into a Securities Purchase Agreement dated effective as of August 13, 2019 (as amended or supplemented from time to time, the “Purchase Agreement”), pursuant to which REPAY acquired TriSource (the “Acquisition”). Under the terms of the Purchase Agreement, the aggregate consideration paid at closing by REPAY was approximately $60 million in cash. In addition to the closing consideration, the Purchase Agreement contains a performance based earnout based on future results of the acquired business, which could result in an additional payment to the former owners of TriSource of up to $5 million. The Acquisition was financed with a combination of cash on hand and committed borrowing capacity under the Company’s existing credit facility. The Purchase Agreement contains customary representations, warranties and covenants by REPAY and the former owners of TriSource, as well as a customary post-closing adjustment provision relating to working capital and similar items. TriSource, founded in 2007, provides back-end transaction processing services to independent sales organizations (“ISO’s”) and operates as a direct ISO on behalf of its owned portfolios and external sales agents. Since 2012, REPAY has used TriSource as one of its primary third-party processors for back-end settlement solutions when REPAY facilitates a transaction as a merchant acquirer. REPAY’s processing agreement with TriSource was entered into in 2012 and was most recently amended as of September 30, 2018. Payments processed through TriSource represented $6.0 billion in payment volume during the year ended December 31, 2018. Basis of Presentation TriSource constitutes a business, with inputs, processes, and outputs. Accordingly, the Acquisition constitutes the acquisition of a business for purposes of ASC 805, and due to the changes in control from the Acquisition is accounted for using the acquisition method. Under the acquisition method, the acquisition date fair value of the gross consideration paid by REPAY to close the acquisition was allocated to the assets acquired and the liabilities assumed based on their estimated fair values. Management has made...

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. 1. Description of the Merger On November 19, 2017, Marvell, Merger Sub and Cavium entered into the Merger Agreement pursuant to which Merger Sub will merge with and into Cavium, with Cavium surviving and becoming an indirect wholly-owned subsidiary of Marvell. Subject to and upon the terms and the conditions set forth in the Merger Agreement and the applicable provisions of the DGCL, at the Effective Time of the Merger, Merger Sub will be merged with and into Cavium, whereupon the separate corporate existence of Merger Sub will cease and Cavium will continue its existence under the laws of the State of Delaware as the surviving corporation and as a direct wholly-owned subsidiary of MTI, which is a direct wholly-owned subsidiary of Marvell. The merger consideration is estimated to be $6.3 billion and will be funded with a combination of cash on balance sheet, and cash provided from the Financing Transactions and issuance of Marvell common shares in connection with the Merger. Refer to Note 5 of the “Notes to Unaudited Pro Forma Condensed Combined Financial Information” for additional information on the estimated merger consideration. Under the terms of the Merger Agreement, each share of Cavium common stock that is outstanding immediately prior to the Effective Time (other than shares held by Marvell, Cavium, or any of their respective subsidiaries and shares as to which appraisal rights have been properly exercised pursuant to Delaware law) will be converted into the right to receive (a) 2.1757 Marvell common shares and (b) $40.00 in cash, without interest, less applicable withholding taxes.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. (e) Adjustment to Chesapeake's estimated tax benefit based on the pro forma net loss before income taxes using Chesapeake's estimated annual effective tax rate.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. Basis of Presentation The unaudited pro forma condensed combined financial information and related notes are prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information. Both XxxXxxx.xx and Pangiam historical financial statements were prepared in accordance with US GAAP and presented in U.S. dollars. The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC 805, with XxxXxxx.xx assumed as the accounting acquirer and based on the historical consolidated financial statements of XxxXxxx.xx and Pangiam. Under ASC 805, assets acquired, and liabilities assumed in a business combination are recognized and measured at their assumed merger closing date fair value, while transaction costs associated with a business combination are expensed as incurred. The excess of merger consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The unaudited pro forma condensed combined balance sheet is presented as if the Merger had occurred on December 31, 2023, and the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2023, give effect to the Merger as if it occurred on January 1, 2023. The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dis-synergies, operating efficiencies or cost savings that may result from the Transaction and integration costs that may be incurred. The pro forma adjustments represent XxxXxxx.xx best estimates and are based upon currently available information and certain assumptions that XxxXxxx.xx believes are reasonable under the circumstances. XxxXxxx.xx is not aware of any material transactions between XxxXxxx.xx and Pangiam during the period presented. Accordingly, adjustments to eliminate transactions between XxxXxxx.xx and Pangiam have not been reflected in the unaudited pro forma condensed consolidated financial information.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. Note 1 — Basis of presentation The historical consolidated financial statements have been adjusted in the pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to the business combination, (2) factually supportable and (3) with respect to the pro forma condensed combined statements of operations, expected to have a continuing impact on the combined results following the business combination. The business combination was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. As the acquirer for accounting purposes, the Company has estimated the fair value of FMCL’s assets acquired and liabilities assumed and conformed the accounting policies of the Company to its own accounting policies. The pro forma combined financial statements do not necessarily reflect what the combined company’s financial condition or results of operations would have been had the acquisition occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The combined pro forma financial information does not reflect the realization of any expected cost savings or other synergies from the acquisition of FMCL as a result of restructuring activities and other planned cost savings initiatives following the completion of the business combination.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. 1. Description of the Merger with Ixia On January 30, 2017, Xxxxxxxx entered into the Merger Agreement with Ixia, and by a joinder dated February 2, 2017, Merger Sub. Subject to the terms and conditions of the Merger Agreement, Ixia will survive the Merger as a wholly owned subsidiary of Keysight, and each share of Ixia common stock outstanding immediately prior to the effective time of the Merger (other than the dissenting shares and the excluded shares) will be converted into the right to receive the Merger Consideration. The Merger will be funded with a combination of cash on balance sheet and cash provided from the financing transactions and issuance of new Keysight equity. As a result of the Merger, subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each outstanding and unexercised Ixia stock option with an exercise price per share below the Merger Consideration, whether or not vested, will be cancelled and converted into the right to receive a cash payment equal to the merger consideration of $19.65 per share over the exercise price per share of such option, without interest and less any tax withholding required by law, and each Ixia stock option with an exercise price per share that is equal to or greater than $19.65 will be cancelled and will not receive any Merger Consideration. Each outstanding Ixia restricted stock unit not subject to a performance-based vesting condition, whether or not vested, will be cancelled and converted into the right to receive a cash payment equal to the Merger Consideration for each share of Ixia common stock underlying such restricted stock unit. Each outstanding Ixia restricted stock unit that remains subject to a performance-based vesting condition will become earned at the target performance level and will be canceled and converted into the right to receive a cash payment equal to the Merger Consideration for each share of Ixia common stock underlying such restricted stock unit. Prior to the effective time of the Merger, any amounts credited to the accounts of participants in Ixia’s employee stock purchase plan (the “ESPP”) will be used to purchase shares of Ixia common stock, and each such share shall then be converted into the right to receive a cash payment equal to the Merger Consideration.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. 1. Description of Transactions and Basis of Presentation Description of Transactions On August 19, 2020, Patriot Scientific Corporation, a Delaware corporation (the “Company” or “Patriot”) and privately held Mosaic ImmunoEngineering Inc. (“Private Mosaic”) entered into a stock purchase agreement (“Stock Purchase Agreement”). The transaction closed on August 21, 2020 (“Closing Date”) in accordance with the terms of the Stock Purchase Agreement, whereby one of the Company’s wholly owned subsidiaries merged with and into Private Mosaic, with Private Mosaic surviving as the Company’s wholly owned subsidiary (the “Reverse Merger”). On the Closing Date of the Reverse Merger, Patriot acquired 100% of the issued and outstanding common stock of Private Mosaic, representing 630,000 shares of its Class A common stock (“Class A Stock”) and 70,000 shares of its Class B common stock (“Class B Stock”) (collectively referred to as “Target Common Stock”). In exchange for the Target Common Stock, the holders of the Class A Stock received 630,000 shares of Patriot’s Series A Convertible Voting Preferred Stock (“Series A Preferred”) and holders of the Class B Stock received 70,000 shares of Patriot’s Series B Convertible Voting Preferred Stock (“Series B Preferred”). Each share of Series A Preferred converts into 5,097.053 shares of common stock of Patriot and possesses full voting rights, on an as-converted basis, as the common stock of Patriot, as defined in the Series A Certificate of Designations. Each share of Series B Preferred converts into 5,734.185 shares of common stock of Patriot, possesses full voting rights, on an as-converted basis, as the common stock of the Patriot, and contains certain anti-dilution protections, as defined in the Series B Certificate of Designations. On a fully diluted, as converted basis, the holders of Series A Preferred and Series B Preferred, in aggregate, own 90% of the issued and outstanding common stock of the fully-diluted common stock of the combined companies as of the Closing Date. Basis of Presentation The following unaudited pro forma condensed combined financial statements give effect to the Merger and were prepared in accordance with the regulations of the Securities and Exchange Commission (“SEC”). The unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting under U.S. GAAP. For accounting purposes, Private Mosaic is considered to be acquiring Patriot in the Reverse M...