Material Financial Analyses Clause Samples

Material Financial Analyses. The following is a summary of the material financial analyses performed by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ in connection with the preparation of its opinion and reviewed with the Eagle Board on December 10, 2023. The order of the analyses does not represent relative importance or weight given to those analyses by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇’▇ analyses. Unless the context indicates otherwise, equity values used in the selected companies analysis described below were based on the closing price of the common stock of the selected companies listed below as of December 7, 2023, and transaction values for the selected transactions analysis described below were calculated on an enterprise value basis based on the announced transaction equity price and other public information available at the time of the announcement, except for purchases of vessels, in which case the transaction value refers to the total consideration paid. For purposes of its financial analyses, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ reviewed a number of financial metrics, including “Net Asset Value”, which generally refers to gross fleet value, plus adjustment for present value of time charters, plus cash and cash equivalents, plus net working capital, plus certain other net assets, less outstanding debt, less newbuild capital expenditures, less certain other adjustments. The estimates of the gross fleet value of Eagle and Star Bulk were based on the publicly available appraisals, which were as of October 31, 2023. The estimates of gross fleet value of the selected companies listed below were based on publicly available third party appraisals for those companies as of October 31, 2023. The estimates of the Net Asset Value of the acquisition targets in the selected transactions listed below were based on publicly available information for those acquisition targets available at the time of the announcement of the relevant transaction.
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Material Financial Analyses. In preparing its opinion, DNB ▇▇▇▇▇▇▇▇ performed a variety of financial and comparative analyses. The following paragraphs summarize the material financial analyses DNB ▇▇▇▇▇▇▇▇ performed in arriving at its opinion. The order of analyses described does not represent relative importance or weight that DNB ▇▇▇▇▇▇▇▇ gave to those analyses. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses that DNB ▇▇▇▇▇▇▇▇ used, the tables must be read together with the full text of each summary. The following quantitative information, to the extent it is based on market data is, except as otherwise indicated, based on market data as they existed on or prior to April 21, 2025, and is not necessarily indicative of current or future market conditions. For purposes of its financial analyses, DNB Carnegie reviewed a number of financial metrics, including “Net Asset Value”, which generally refers to gross fleet value, plus adjustment for present value of time charters, plus cash and cash equivalents, plus net working capital, plus certain other net assets, less outstanding debt, less newbuild capital expenditures and less certain other adjustments. DNB Carnegie based it estimates of the gross fleet value of Golden Ocean and ▇▇▇.▇▇▇▇ on third-party service providers’ appraisals as of April 21, 2025, which are considered in the shipping industry to be a source of desktop valuation benchmarking in such transactions.
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Material Financial Analyses. The following is a summary of the material financial analyses performed by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ in connection with the preparation of its opinion and reviewed with MBI’s Board on March 16, 2022. The order of the analyses does not represent relative importance or weight given to those analyses by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of ▇▇▇▇▇▇▇▇ Lokey’s analyses. For purposes of its analyses, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ reviewed a number of financial metrics, including: • Enterprise Value — generally, the value as of a specified date of the relevant company’s outstanding equity securities (taking into account outstanding options and other securities convertible, exercisable or exchangeable into or for equity securities of the company) plus the amount of its net debt (the amount of its outstanding indebtedness, non-convertible preferred stock, capital lease obligations and non-controlling interests less the amount of cash and cash equivalents on its balance sheet). • Adjusted EBITDAO — generally, the amount of the relevant company’s earnings before interest, taxes, depreciation and amortization and stock option expense for a specified time period, adjusted for certain non-recurring items. Unless the context indicates otherwise, share prices used in the selected companies analysis described below were based on the closing price of the Common Stock of the selected companies listed below as of March 11, 2022, and transaction values for the selected transactions analysis described below were calculated on an equity value basis based on the announced transaction equity price and other public information available at the time of the announcement. The estimates of future financial performance of MBI relied upon for the financial analyses described below were based on the MBI Projections, and the estimates of future financial performance of BIOX relied upon for the financial analyses described below were based on the BIOX Projections. The estimates of the future financial performance of the selected companies listed below were based on publicly available research analyst estimates for th...
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Material Financial Analyses. The following summarizes the material financial analyses presented by ▇▇▇▇▇▇▇ ▇▇▇▇▇ to Meta’s board of directors during its meeting on January 8, 2018, which material was considered by ▇▇▇▇▇▇▇ ▇▇▇▇▇ in rendering its opinion. Unless the context indicates otherwise, the analyses relied upon the closing price of the common stock of the selected companies listed below as of January 5, 2018. Unless otherwise indicated, for each of the following analyses performed by ▇▇▇▇▇▇▇ ▇▇▇▇▇, financial and market data and earnings per share, or EPS, estimates for the selected companies were based on the companies’ filings with the SEC and certain publicly available research analyst estimates for those companies. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by ▇▇▇▇▇▇▇ ▇▇▇▇▇, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by ▇▇▇▇▇▇▇ ▇▇▇▇▇. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by ▇▇▇▇▇▇▇ ▇▇▇▇▇.
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Material Financial Analyses. The following summarizes the material financial analyses reviewed by ▇▇▇▇▇▇▇ ▇▇▇▇▇ with Heritage ▇▇▇▇ Bancorp’s Board of Directors during its meeting on July 6, 2023. Unless the context indicates otherwise, the analyses relied upon the closing price of the common stock of the selected companies listed below as of July 5, 2023. Unless otherwise indicated, for each of the following analyses performed by ▇▇▇▇▇▇▇ ▇▇▇▇▇, financial and market data for the selected companies were based on the companies’ public filings. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by ▇▇▇▇▇▇▇ ▇▇▇▇▇, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by ▇▇▇▇▇▇▇ ▇▇▇▇▇. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by ▇▇▇▇▇▇▇ ▇▇▇▇▇. No company or transaction used in the analyses described below is identical or directly comparable to Heritage ▇▇▇▇ Bancorp, MCBI or the contemplated merger.
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Material Financial Analyses. The following summarizes the material financial analyses reviewed by ▇▇▇▇▇▇▇ ▇▇▇▇▇ with the Dime board of directors at its meeting on July 1, 2020, which material was considered by ▇▇▇▇▇▇▇ ▇▇▇▇▇ in rendering its opinion. No company used in the analyses described below is identical or directly comparable to Dime or Bridge.
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Related to Material Financial Analyses

  • Financial Information, etc The Borrower and the Company shall (and in the case of paragraph (c) below the Borrower and/or the relevant Guarantor shall) furnish, or cause to be furnished to the Administrative Agent for each Lender copies of the following financial statements, reports and information (all of which shall be computed in Dollars): (a) together with the financial statements delivered pursuant to Clauses 15.1(c) and (d) hereof, a Compliance Certificate; (b) within 10 days after the last day of each calendar month, a Borrowing Base Certificate; (c) within 65 days after the close of each of the first three quarters of each Fiscal Year, Consolidated balance sheets of the Borrower, each Guarantor and of the Group at the close of such quarter, and the related Consolidated and consolidating statements of income and retained earnings, stockholders' equity and statements of changes in financial position of the Borrower and each Guarantor for the period commencing at the end of the previous Fiscal Year and ending with the close of such quarter, certified by a Managing Director or a Senior Vice President or Vice President of the Borrower and each Guarantor prepared in accordance with GAAP; (d) within 135 days after the close of each Fiscal Year, Consolidated balance sheets at the close of such Fiscal Year and the related Consolidated statements of income and retained earnings, stockholders' equity and changes in financial position for such Fiscal Year, of the Borrower, each Guarantor and of the Group, certified without qualification by Price Waterhouse SARL or other independent public accountants of recognized standing selected by the Borrower and acceptable to the Majority Lenders; (e) promptly upon the mailing thereof to stockholders generally, any annual report, proxy statement or other communication; (f) promptly upon any filing thereof by the Borrower or any Guarantor with the Banque Centrale du Luxembourg or the Securities and Exchange Commission, any annual, periodic or special report or registration statement (exclusive of exhibits thereto) or any prospectus generally available to the public; (g) promptly from time to time at the reasonable request of the Administrative Agent, valuations (appraisals) from the Borrower's independent valuers approved by the Administrative Agent (acting reasonably) of land, properties under development and operating properties held by the Borrower and the Guarantors (or any of them) and the Qualifying Issuers which are Subsidiaries and in the case of other Qualifying Issuers if the Borrower or any Guarantor or the Investment Adviser has such valuations; (h) if in the Administrative Agent's reasonable opinion the aggregate Market Value of Qualifying Collateral has been adversely affected in a material way for whatever reason, a Borrowing Base Certificate dated and delivered within ten days of a request by the Administrative Agent which Borrowing Base Certificate shall demonstrate compliance with the Borrowing Base based upon the Market Value as defined in Clause 1.1 (Defined Terms) subject to the following modifications: (i) the closing sale or bid price, as the case may be, of a Qualifying Security quoted by the Pricing Service as of the Business Day immediately preceding the date of the Borrowing Base Certificate shall apply; (ii) in all other cases the values or amounts used for the purposes of the most recent Compliance Certificate delivered under Clause 15.1(a) shall apply for those items forming part of the Qualifying Collateral at the date of the Borrowing Base Certificate or if the relevant Qualifying Security has been acquired since the date of the most recent Compliance Certificate the value basis set forth in the definition of Market Value shall be used for such items; (i) if at any time the Borrower has reason to believe that the aggregate Market Value of Qualifying Collateral quoted by the Pricing Service has been adversely affected in a material way for whatever reason, the Borrower shall immediately (and in any event within one Business Day of such time) notify the Administrative Agent and deliver a Borrowing Base Certificate within ten days of such notification which Borrowing Base Certificate shall demonstrate compliance with the Borrowing Base based upon the Market Value as defined in Clause 1.1 (Terms defined) subject to the modification set forth in paragraph (i) of sub- paragraph (h) above; and (j) promptly from time to time such other information with respect to the Qualifying Collateral or the financial condition and operations of the Group or any member thereof as any Lender may, through the Administrative Agent, from time to time reasonably request.