Common use of Pro Forma Balance Sheet Clause in Contracts

Pro Forma Balance Sheet. The Company shall have delivered to the Purchasers as of the Closing Date a pro forma consolidated balance sheet of the Company and its Subsidiaries after giving effect to the Acquisition, certified by the chief financial officer of the Company that it fairly presents the pro forma adjustments reflecting the consummation of the transactions contemplated by the Transaction Documents and the Acquisition, including all material fees and expenses in connection therewith.

Appears in 1 contract

Samples: Securities Purchase Agreement (Integrated Defense Technologies Inc)

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Pro Forma Balance Sheet. The Company shall have delivered to the Purchasers as of the Closing Date a pro forma consolidated balance sheet of the Company and its Subsidiaries after giving effect to the AcquisitionCompany, certified by the chief financial officer of the Company that it fairly presents in all material respects the pro forma adjustments reflecting the consummation of the transactions contemplated by the Transaction Documents and the Acquisitionin this Agreement, including all material fees and expenses in connection therewith.

Appears in 1 contract

Samples: Securities Purchase Agreement (Fulcrum Direct Inc)

Pro Forma Balance Sheet. The Company shall have delivered to the Purchasers as of the Closing Date a pro forma consolidated balance sheet of the Company and its Subsidiaries after giving effect to the AcquisitionParties, dated as of December 31, 1998, certified by the chief financial officer of the Company to the effect that it fairly presents the pro forma adjustments reflecting the consummation of the transactions contemplated by the Transaction Documents and the Acquisitionapplication of the net proceeds therefrom, including the payment of all material fees and expenses in connection therewith.

Appears in 1 contract

Samples: Stock Purchase Agreement (Usinternetworking Inc)

Pro Forma Balance Sheet. The Company shall have delivered to the Purchasers as of the applicable Closing Date a pro forma consolidated balance sheet of the Company and its Subsidiaries after giving effect to the AcquisitionSubsidiaries, certified by the chief financial executive officer of the Company that it such Pro Forma Balance Sheet fairly presents the pro forma adjustments reflecting the consummation of the transactions contemplated by the Transaction Documents and the Acquisitionthis Agreement to be consummated as of each such Closing Date, including including, without limitation, all material fees and expenses in connection therewith.

Appears in 1 contract

Samples: Stock Purchase Agreement (Spectrasite Holdings Inc)

Pro Forma Balance Sheet. The Company shall have delivered to the Purchasers as of the Closing Date a pro forma consolidated balance sheet of the Company and its Subsidiaries after giving effect to the AcquisitionSubsidiaries, certified by the chief financial officer of the Company that it fairly presents the pro forma adjustments reflecting the consummation of the transactions contemplated by the Transaction Documents and the Acquisitionin this Agreement, including all material fees and expenses in connection therewith, subject to normal year-end audit adjustments.

Appears in 1 contract

Samples: Securities Purchase Agreement (Aqua Chem Inc)

Pro Forma Balance Sheet. The Holding Company shall have delivered to the Purchasers as of the First Closing Date a pro forma consolidated balance sheet of the Company Companies and its Subsidiaries after giving effect to the Acquisitiontheir Subsidiaries, certified by the chief financial executive officer of the Holding Company that it such Pro Forma Balance Sheet fairly presents the pro forma adjustments reflecting the consummation of the transactions contemplated by the Transaction Documents this Agreement and the AcquisitionExchange Agreements, including including, without limitation, all material fees and expenses in connection therewith.

Appears in 1 contract

Samples: Stock Purchase Agreement (Spectrasite Holdings Inc)

Pro Forma Balance Sheet. The Holding Company shall have delivered to the Purchasers as of the Second Closing Date a pro forma consolidated balance sheet of the Company Companies and its Subsidiaries after giving effect to the Acquisitiontheir Subsidiaries, certified by the chief financial officer of the Holding Company that it such Pro Forma Balance Sheet fairly presents the pro forma adjustments reflecting the consummation of the transactions contemplated by the Transaction Documents this Agreement and the AcquisitionExchange Agreements, including including, without limitation, all material fees and expenses in connection therewith.

Appears in 1 contract

Samples: Stock Purchase Agreement (Spectrasite Holdings Inc)

Pro Forma Balance Sheet. The Company shall have delivered to the Purchasers as of the Closing Date a the pro forma consolidated balance sheet of the Company and its Subsidiaries after giving effect to the Acquisitionspecified in Section 5.12(b) hereof, certified by the chief financial officer of the Company that it fairly presents in all material respects the pro forma adjustments reflecting the consummation of the transactions contemplated by the Transaction Documents and the Acquisitionin this Agreement, including all material fees and expenses in connection therewith.

Appears in 1 contract

Samples: Securities Purchase Agreement (Fulcrum Direct Inc)

Pro Forma Balance Sheet. The Company shall have delivered to the Purchasers as of the Closing Date a pro forma consolidated balance sheet of the Company and its Subsidiaries after giving effect to as of October 31, 2004, including pro forma adjustments reflecting the Acquisitionconsummation of the transactions contemplated by the Transaction Documents, including, without limitation, all material fees and expenses in connection therewith, certified by the chief financial officer of the Company that it fairly presents the financial condition of the Company on such date a pro forma adjustments reflecting the consummation of the transactions contemplated by the Transaction Documents and the Acquisition, including all material fees and expenses basis as described in connection therewiththis Section.

Appears in 1 contract

Samples: Securities Purchase Agreement (Neoprobe Corp)

Pro Forma Balance Sheet. The Company shall have delivered to the Purchasers Purchaser as of the Closing Date a pro forma consolidated balance sheet of the Company and its Subsidiaries after giving effect to the AcquisitionSubsidiaries, certified by the chief financial officer of the Company that it fairly presents the pro forma adjustments reflecting the consummation of the transactions contemplated by hereby and by the Transaction Documents and the AcquisitionSenior Credit Agreement, including all material fees and expenses in connection therewith.

Appears in 1 contract

Samples: Securities Purchase Agreement (Mercury Air Group Inc)

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Pro Forma Balance Sheet. The Company shall have delivered to the Purchasers as of the Closing Date July 30, 2000 a pro forma consolidated balance sheet of the Company and its Subsidiaries after giving effect to the AcquisitionSubsidiaries, certified by the chief financial officer of the Company that it presents fairly presents the pro forma adjustments reflecting the consummation of the transactions contemplated by the Transaction Documents and the AcquisitionDocuments, including all material fees and expenses in connection therewith.

Appears in 1 contract

Samples: Securities Purchase Agreement (Transtechnology Corp)

Pro Forma Balance Sheet. The Company shall have delivered to the Purchasers ----------------------- Purchaser as of the Closing Date a pro forma consolidated balance sheet of the Company and its Subsidiaries after giving effect to the AcquisitionPro Forma Balance Sheet, certified by the chief financial officer Chief Financial Officer of the Company that it fairly presents the pro forma adjustments reflecting the consummation of the transactions contemplated by the Transaction Documents and the AcquisitionAcquisition Documents, including all material fees and expenses in connection therewith.

Appears in 1 contract

Samples: Common Stock (Nitinol Medical Technologies Inc)

Pro Forma Balance Sheet. The Company shall have delivered to the Purchasers Purchaser as of the Closing Date a pro forma consolidated balance sheet of the Company and its Subsidiaries after giving effect to the AcquisitionSubsidiaries, certified by the chief financial officer of the Company that it fairly presents the pro forma adjustments reflecting the consummation of the transactions contemplated by the Transaction Documents and the AcquisitionDocuments, including all material fees and expenses in connection therewith.

Appears in 1 contract

Samples: Securities Purchase Agreement (Mercury Air Group Inc)

Pro Forma Balance Sheet. The Company shall have delivered to the Purchasers as of the end of the month preceding each subsequent Additional Closing Date a pro forma consolidated balance sheet of the Company and its Subsidiaries after giving effect to the AcquisitionSubsidiaries, certified by the chief financial executive officer of the Company that it such pro forma balance sheet fairly presents the pro forma adjustments reflecting the consummation of the transactions contemplated by this Agreement , the Transaction Documents and the Acquisitionrelevant Future Acquisition Agreements to be consummated as of each such Closing Date, including including, without limitation, all material fees and expenses in connection therewith.

Appears in 1 contract

Samples: Stock Purchase Agreement (Regent Communications Inc)

Pro Forma Balance Sheet. The Company shall have delivered to the Purchasers ----------------------- Purchaser as of the Closing Date a pro forma consolidated balance sheet of the Company and its Subsidiaries after giving effect to the AcquisitionSubsidiaries, certified by the chief financial officer of the Company that it fairly presents the pro forma adjustments reflecting the consummation of the transactions contemplated by the Transaction Documents and the Acquisitionin this Agreement, including all material fees and expenses in connection therewith.

Appears in 1 contract

Samples: Securities Purchase Agreement (Bankvest Capital Corp)

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