Acquired Company Financials means (i) historical consolidated financial statements for the Company and its Subsidiaries for the fiscal years ended December 31, 2013, 2014 and 2015, and the relevant quarterly periods of 2016, in a form that complies with the requirements of Item 9.01 of Form 8-K and Rule 3-05 of Regulation S-X of the SEC for a business acquisition required to be described in answer to Item 2.01 of Form 8-K, including information required in order for the Buyer to prepare the pro forma financial information required by Item 9.01 of Form 8-K, (ii) an unqualified report with respect to the fiscal years ended December 31, 2013, 2014 and 2015 from the Company’s independent accounting firm stating that such financial statements present fairly, in all material respects, the consolidated financial position, as well as the consolidated results of operations and cash flows, of the Company and its Subsidiaries for the periods covered by such financial statements, in conformity with GAAP, and (iii) such additional information, including reliance letters from the Company’s independent accounting firm, as the Buyer may reasonably request in order to comply with the requirements of the Exchange Act applicable to the Company.
Acquired Company Financials means audited historical consolidated financial statements for each of Everest and Olympus for such number of completed fiscal years (which audits shall be performed in accordance with GAAS) and, if applicable, unaudited historical consolidated financial statements for any relevant completed quarterly period after December 31, 2019 (reviewed under Statement on Auditing Standards No. 100 by their respective independent registered public accountants), in each case, in a form that complies with the requirements of Item 9.01 of Form 8-K and Rule 3-05 of Regulation S-X of the SEC for a business acquisition required to be described in answer to Item 2.01 of Form 8-K, including (a) reconciliations of such information to GAAP necessary in order for Purchaser to prepare the pro forma financial information required by Item 9.01 of Form 8-K and (b) any reconciliations of such historical consolidated financial statements to GAAP required in order to cause such financial statements to comply with Regulation S-X. For purposes of determining compliance with Regulation S-X, Everest shall be deemed not to qualify as a “foreign business,” as such term is defined in Rule 1-02(l) of Regulation S-X unless Purchaser is able to obtain, in its sole discretion, a “no action letter” from the SEC permitting such treatment.
Acquired Company Financials means (i) historical consolidated financial statements for the Acquired Companies for the fiscal year ended 2017 and, if applicable, for the relevant quarterly periods of 2018, in a form that complies with the requirements of Item 9.01 of Form 8-K and Rule 3-05 of Regulation S-X of the SEC for a business acquisition required to be described in answer to Item 2.01 of Form 8-K, including information required in order for the Purchaser to prepare the pro forma financial information required by Item 9.01 of Form 8-K, (ii) an unqualified report with respect to the financial statements for the Acquired Companies for the fiscal year ended 2017 from the Acquired Companies’ independent accounting firm stating that such financial statements present fairly, in all material respects, the consolidated financial position, as well as the consolidated results of operations and cash flows, of the Acquired Companies for the periods covered by such financial statements, in conformity with GAAP and (iii) such additional information and documents, including consents and reliance letters from the Acquired Companies’ independent
Examples of Acquired Company Financials in a sentence
Without limiting the generality of the foregoing, after the Closing, the Sellers shall, at the Purchaser’s request and expense, use commercially reasonable efforts to assist the Purchaser from time to time in obtaining consent from Xxxxx Xxxxxxxx to the incorporation of the reports on the Acquired Company Financials into the Purchaser’s filings with the U.S. Securities and Exchange Commission.
Such adjustments do not unfairly present the consolidated financial condition of the Acquired Company as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended, in each case as reflected in the Audited Acquired Company Financials.
More Definitions of Acquired Company Financials
Acquired Company Financials means (i) historical consolidated financial statements for the Acquired Companies for the fiscal year ended 2017 and, if applicable, for the relevant quarterly periods of 2018, in a form that complies with the requirements of Item 9.01 of Form 8-K and Rule 3-05 of Regulation S-X of the SEC for a business acquisition required to be described in answer to Item 2.01 of Form 8-K, including information required in order for the Purchaser to prepare the pro forma financial information required by Item 9.01 of Form 8-K, (ii) an unqualified report with respect to the financial statements for the Acquired Companies for the fiscal year ended 2017 from the Acquired Companies’ independent accounting firm stating that such financial statements present fairly, in all material respects, the consolidated financial position, as well as the consolidated results of operations and cash flows, of the Acquired Companies for the periods covered by such financial statements, in conformity with GAAP and (iii) such additional information and documents, including consents and reliance letters from the Acquired Companies’ independent accounting firm, as the Purchaser may reasonably request in order to comply with the requirements for financial statements included in Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (and any amendments to any of the foregoing) filed under the Exchange Act, as applicable.