Examples of PCAOB Audited Financial Statements in a sentence
The PCAOB Audited Financial Statements shall comply as to form in all material respects, and shall be prepared in accordance, with U.S. GAAP (as modified by the rules and regulations of the SEC) applied on a consistent basis throughout the periods involved, shall fairly present in all material respects the consolidated financial position of the Company at the date thereof and the results of its operations and cash flows for the period therein indicated.
When delivered by the Company to Parent after the date hereof, the PCAOB Audited Financial Statements will not reflect any differences from the Financial Statements for the periods shown, except for such differences that would not constitute a Company Material Adverse Effect.
The Company has delivered true and complete copies of the audited consolidated balance sheet of the Company as of December 31, 2021, and December 31, 2022, and the PCAOB Audited Financial Statements.
All costs incurred in connection with preparing and obtaining the PCAOB Audited Financial Statements shall be borne by the Company.
When delivered by the Company to the Buying Entities after the date hereof, the PCAOB Audited Financial Statements will not reflect any differences from the financial statements for the periods shown, except for such differences that would not constitute a Material Adverse Effect.
Since December 31, 2022, and on and prior to the date of this Agreement, except as otherwise reflected in the PCAOB Audited Financial Statements, as set forth on Section 4.08 of the Company Disclosure Schedule or expressly contemplated by this Agreement, (a) the Company and the Company Subsidiaries have conducted their respective businesses in all material respects in the ordinary course of business and (b) there has not been a Company Material Adverse Effect.
As promptly as reasonably practicable after the date of this Agreement, and in any case prior to the date of first filing of the Proxy Statement, the Company shall deliver to Purchaser the PCAOB Audited Financial Statements and any other audited and unaudited consolidated balance sheets and the related audited or unaudited consolidated accounts of the Company that are required to be included in the Proxy Statement.
The Sellers shall have until the earlier of sixty (60) days from the date of this Agreement or fifteen (15) days from the date Seller has delivered the PCAOB Audited Financial Statements of the Company for the year ended May 31, 2007, 2006 and 2005 to the Buyer (the “Sellers’ Due Diligence Period”) to perform, at its own cost and expense, such studies, inspections and investigations of the Buyer, as the Sellers, in their sole discretion, deem appropriate (the “Sellers’ Due Diligence Examination”).
As soon as reasonably practicable after the date of this Agreement, and in any case on or prior to February 15, 2024, except to the extent such failure is due to SPAC’s failure to comply with its obligations pursuant to Section 8.5, the Company shall deliver to SPAC the PCAOB Audited Financial Statements and any other audited and unaudited consolidated balance sheets and the related audited or unaudited consolidated accounts of the Company that are required to be included in the Registration Statement.
The Buyer shall have until the later of sixty (60) days from the date of this Agreement or fifteen (15) days from delivery of the PCAOB Audited Financial Statements of Company for the years ended May 31, 2007, 2006, and 2005 (the “Buyer’s Due Diligence Period”) to perform at its own cost and expense, such studies, inspections and investigations of the Company, as the Buyer, in its sole discretion, deems appropriate (the “Buyer’s Due Diligence Examination”).