Preparation and Delivery of Additional Company Financial Statements. (a) As soon as reasonably practicable following the date hereof, the Company shall deliver to Acquiror and PubCo (i) an audited consolidated statement of financial positions and consolidated statements of comprehensive income, changes in equity and cash flows of the Company and its Subsidiaries as of and for the years ended June 30, 2021 and June 30, 2022, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB Financial Statements”).
(b) Upon delivery of the PCAOB Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations and warranties set forth in Section 5.9 shall be deemed to apply to such Audited Financial Statements mutatis mutandis with the same force and effect as if the financial statements delivered in accordance with Section 8.3 were delivered prior to the date of this Agreement.
(c) Each of the Company and the Acquiring Parties and shall each use its respective reasonable best efforts to (i) assist the other, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the normal operation of the Company, any of its Subsidiaries, PubCo, Merger Sub, New SubCo or Acquiror, in preparing in a timely manner other financial information or statements (including customary pro forma financial statements) that are required to be included in the Proxy/Registration Statement and any other filings to be made by PubCo, Acquiror or the Company with the SEC in connection with the Transactions, and (ii) to obtain the consent of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewith.
Preparation and Delivery of Additional Company Financial Statements. As soon as reasonably practicable following the date hereof, the Company shall deliver to HCM (a) the unaudited consolidated balance sheets and statements of operations and comprehensive loss, cash flows and stockholders’ equity of the Group Companies as of and for the nine -month periods ended September 30, 2022 and September 30, 2021 (collectively, the “Q3 Financial Statements”), (b) the audited consolidated balance sheets and statements of operations and comprehensive loss, cash flows and stockholders’ equity of the Group Companies as of and for the 12-month period ended December 31, 2022, together with the auditor’s reports thereon (the “2022 Audited Financial Statements”) and (c) for any quarterly period thereafter ending at least 45 days prior to the Closing Date, the unaudited consolidated balance sheets and statements of operations and comprehensive loss, cash flows and stockholders’ equity of the Group Companies as of and for such quarter (collectively, the “2023 Financial Statements”), in each case, which comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant; provided, that upon delivery of such Q3 Financial Statements, the 2022 Audited Financial Statements and the 2023 Financial Statements, the representations and warranties set forth in Section 4.7 shall be deemed to apply to the Q3 Financial Statements, the 2022 Audited Financial Statements and the 2023 Financial Statements, as applicable, with the same force and effect as if made as of the date of this Agreement.
Preparation and Delivery of Additional Company Financial Statements. The Company shall use its reasonable best efforts to, on or before August 31, 2023:
(a) deliver to SPAC a copy of the audited consolidated balance sheets of the Group Companies as of December 31, 2022 and 2021, and the related audited consolidated statements of comprehensive income, of changes in shareholders’ equity and of cash flows of the Group Companies for the twelve-month periods ended December 31, 2022 and 2021, together with the auditor’s reports thereon, audited in accordance with the standards of the PCAOB and which shall comply with IFRS and the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, and be materially consistent with the Audited Financial Statements;
(b) deliver to SPAC any unaudited consolidated balance sheet of the Group Companies and consolidated statements of comprehensive income, of changes in shareholders’ equity and of cash flows of the Group Companies as of and for the year-to-date period ended as of the end of any other different fiscal quarter (and as of and for the same period from the previous fiscal year), six-month period (and as of and for the same period from the previous fiscal year) or fiscal year, as applicable, that is required to be included in the Proxy Statement or Proxy Statement/Prospectus and any other filings to be made by the Company or SPAC with the SEC in connection with the Transactions;
(c) deliver to SPAC a copy of the audited consolidated balance sheets of Mediagene and its Subsidiaries as of February 28, 2022 and 2021, and the related audited consolidated statements of comprehensive income, of changes in shareholders’ equity and of cash flows of the Group Companies for the twelve-month periods ended February 28, 2022 and 2021, together with the auditor’s reports thereon, which shall comply with IFRS and the rules and regulations of the SEC, the Exchange Act and the Securities Act, and be materially consistent with the Mediagene Financial Statements; and
(d) deliver to SPAC any unaudited consolidated balance sheet of Mediagene and its Subsidiaries and consolidated statements of comprehensive income, of changes in shareholders’ equity and of cash flows of Mediagene and its Subsidiaries as of and for the year-to-date period ended as of the end of any other different fiscal quarter (and as of and for the same period from the previous fiscal year), six-month period (and as of and for the same period from the previous fiscal year) or fiscal year, as appli...
Preparation and Delivery of Additional Company Financial Statements. As promptly as reasonably practicable following the date hereof, the Company shall (i) deliver to SPAC the audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2020 and 2019, and consolidated statement of operations, consolidated statement of comprehensive loss, consolidated statement of changes in shareholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries for the twelve-month periods ended December 31, 2020 and 2019 together with the auditor’s reports thereon and which shall be materially consistent with the Audited Financial Statements, and (ii) use reasonable best efforts to deliver to SPAC any unaudited consolidated balance sheet of the Company and its Subsidiaries and consolidated statement of operations, consolidated statement of comprehensive loss, consolidated statement of changes in shareholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries as of and for the year-to-date period ended as of the end of any other different fiscal quarter (and as of and for the same period from the previous fiscal year) or fiscal year, as applicable, that is required to be included in the Proxy Statement or Proxy Statement/Prospectus, including once the audited financial statements for the fiscal year ended December 31, 2020 become stale for purposes of Regulation S-X of the Securities Act, and in any other filings to be made by SPAC with the SEC in connection with the Transactions (together clauses (i) and (ii), the “Additional Financial Statements”). Such Additional Financial Statements shall comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant. Upon delivery of such Additional Financial Statements, the representations and warranties set forth in Section 4.08 shall be deemed to apply to such Additional Financial Statements with the same force and effect as if made as of the date of this Agreement.
Preparation and Delivery of Additional Company Financial Statements. The Company shall use reasonable best efforts to deliver true and complete copies of (a) the audited consolidated balance sheet of the Company and the Target Companies as of December 31, 2021 and December 31, 2022, and the related audited consolidated statements of operations and cash flows of the Company and the Target Companies for the year then ended, each audited in accordance with the auditing standards of the PCAOB (collectively, the “PCAOB Audited Financial Statements”) not later than April 7, 2023 (such date, as it may be extended, the “Financial Statement Delivery Date”) and (b) any other financial statements of the Company and the Target Companies required to be delivered by applicable Law in connection with the Registration Statement, as promptly as practicable; provided, that if the Company has not delivered the PCAOB Audited Financial Statements by the Financial Statement Delivery Date, the Financial Statement Delivery Date shall be extended by thirty (30) calendar days if the Company continues to use its reasonable best efforts to deliver the PCAOB Audited Financial Statements as soon as reasonably practicable.
Preparation and Delivery of Additional Company Financial Statements. (a) As soon as reasonably practicable, the Company shall deliver to Acquiror the audited consolidated balance sheets and statements of operations, comprehensive loss, retained earnings unitholders’ equity and cash flows of the Mobile Companies as of and for the year ended December 31, 2022 (the “2022 Financial Statements”), which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant.
(b) If the Proxy Statement/Registration Statement has not been mailed to Acquiror Shareholders on or prior to May 15, 2023 (the “Q1 Staleness Deadline”), the Company shall deliver to Acquiror the unaudited condensed consolidated balance sheets and statements of operations and retained earnings, comprehensive loss, unitholders’ deficit, and cash flow of the Mobile Companies as of and for the three-month period ended March 31, 2023 (the “Q1 Financial Statements”), which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant.
Preparation and Delivery of Additional Company Financial Statements. (a) The Company shall act in good faith and to deliver to Acquiror as soon as reasonably practicable following the date of this Agreement, and in any event no later than March 15, 2021, the audited consolidated balance sheets and statements of operations and comprehensive loss, cash flow and change in stockholders’ equity or deficit of the Company (including all notes thereto) and its Subsidiaries as of and for the years ended December 31, 2020, together with the auditor’s reports thereon (the “2020 Audited Financial Statements”); provided, that upon delivery of such 2020 Audited Financial Statements, the representation and warranties set forth in Section 4.9 shall be deemed to apply to the 2020 Audited Financial Statements in the same manner as the Audited Financial Statements.
(b) If the Effective Time has not occurred prior to May 14, 2021, then as soon as reasonably practicable following May 14, 2021, but no later than June 22, 2021, the Company shall deliver to Acquiror the auditor reviewed consolidated balance sheets and statements of operations and comprehensive loss, cash flow and change in stockholders’ equity or deficit of the Company (including all notes thereto) and its Subsidiaries as of and for the three-month period ended March 31, 2021 (the “Q1 Financial Statements”); provided, that upon delivery of such Q1 Financial Statements, the representation and warranties set forth in Section 4.9 shall be deemed to apply to the Q1 Financial Statements in the same manner as the Interim Financial Statements.
Preparation and Delivery of Additional Company Financial Statements. Section 8.6 of the BCA is hereby amended and restated in its entirety to read as follows:
Preparation and Delivery of Additional Company Financial Statements. The Company shall use reasonable best efforts to deliver to SPAC (a) as promptly as reasonably practicable following any “staleness” date (as determined in accordance with the applicable rules and regulations of the SEC) applicable to the financial statements that are required by the applicable accounting requirements and other rules and regulations of the SEC to be included in the Registration Statement that occurs prior to the Closing Date, any financial statements of the Company and its consolidated subsidiaries (other than the Financial Statements) that are required by the applicable accounting requirements and other rules and regulations of the SEC to be included in the Registration Statement, including the audited consolidated balance sheets and statements of operations, comprehensive loss, convertible preferred shares and shareholders’ equity (deficit) and cash flows of the Company and its consolidated subsidiaries as of and for the year ended December 31, 2021 (the “Closing Company Financial Statements”), and (b) such other financial information and statements (other than the Financial Statements and the Closing Company Financial Statements) as are required by the applicable accounting requirements and other rules and regulations of the SEC to be included in the Registration Statement. The Company shall use its reasonable best efforts to obtain the consents of its auditors with respect to the Financial Statements, the Closing Company Financial Statements and any other financial information and statements described in the first sentence of this Section 8.3 as may be required by applicable Law or requested by the SEC.
Preparation and Delivery of Additional Company Financial Statements. The Company shall use reasonable best efforts to deliver true and complete copies of (a) the audited consolidated balance sheet of the Company and the Target Companies as of December 31, 2021 and December 31, 2022, and the related audited consolidated statements of operations and cash flows of the Company and the Target Companies for the year then ended, each audited in accordance with the auditing standards of the PCAOB (collectively, the “PCAOB Audited Financial Statements”) not later than June 30, 2023 (such date, the “Financial Statement Delivery Date”) and (b) any other financial statements of the Company and the Target Companies required to be delivered by applicable Law in connection with the Registration Statement, as promptly as practicable.”
