Preparation of the Financial Statements. The financial statements together with the related notes thereto incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements are required to be included in the Registration Statement. The selected financial data and the summary financial information included in the Preliminary Prospectus and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any pro forma financial statements of the Company and its subsidiaries and the related notes thereto are included in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 2 contracts
Sources: Underwriting Agreement (Commercial Metals Co), Underwriting Agreement (Commercial Metals Co)
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries subsidiaries, and the financial position of the Communications Systems Division of General DataComm, Inc. ("CSD"), in each case as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Prospectus Summary--Summary Consolidated Financial Data", "Selected Consolidated Financial Data" and the Prospectus "Capitalization" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto are included under the caption "Pro Forma Consolidated Financial Statements" and elsewhere in the Prospectus and in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Statement present fairly the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 2 contracts
Sources: Underwriting Agreement (Pc Tel Inc), Underwriting Agreement (Pc Tel Inc)
Preparation of the Financial Statements. The financial statements together with the related notes thereto and supporting schedules included and incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus Offering Memorandum present fairly the consolidated financial position of the Company and its subsidiaries (or its applicable subsidiaries) as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other The financial statements are required to be included data set forth in the Registration Statement. The selected financial data and Offering Memorandum under the summary financial information included in the Preliminary Prospectus and the Prospectus caption “Summary Consolidated Financial Information” fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included and incorporated by reference in the Registration Statement, the Preliminary Prospectus and the ProspectusOffering Memorandum. In addition, if any The pro forma condensed financial statements of the Company and its subsidiaries and the related notes thereto are included and incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Offering Memorandum present fairly the information shown contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data included and incorporated by reference in the Offering Memorandum.
Appears in 2 contracts
Sources: Purchase Agreement (Alere Inc.), Purchase Agreement (Inverness Medical Innovations Inc)
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Prospectus Summary--Summary Historical Financial Data", "Selected Historical Financial Data" and the Prospectus "Capitalization" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma financial statements of the Company and its subsidiaries and the related notes thereto are included under the caption "Prospectus Summary - Selected Historical and Pro Forma Financial Data", "Selected Historical and Pro Forma Financial Data" and elsewhere in the Prospectus and in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Statement present fairly the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 2 contracts
Sources: Underwriting Agreement (American Bank Note Holographics Inc), Underwriting Agreement (American Banknote Corp)
Preparation of the Financial Statements. The consolidated financial statements of the Company, together with the related notes thereto incorporated by reference notes, included in the Registration Statement, the Preliminary Prospectus and the Prospectus Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its subsidiaries Subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such The financial statements included in the Offering Memorandum comply as to form with the accounting applicable requirements of the Securities Act and Act. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other [The financial statements are required data with respect to be included the Company and its Subsidiaries set forth in the Registration Statement. The selected financial data Offering Memorandum under the captions "Offering Memorandum Summary--Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Selected Historical Financial and Operating Data" fairly present in all material respects the summary historical financial information included in the Preliminary Prospectus and the Prospectus present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the ProspectusOffering Memorandum. In addition, if any The unaudited pro forma financial statements data of the Company and its subsidiaries Subsidiaries, and the related notes thereto are included in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Offering Memorandum present fairly in all material respects the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.therein.](5)
Appears in 2 contracts
Sources: Note Purchase Agreement (Signal Medical Services), Note Purchase Agreement (Jw Childs Equity Partners Ii Lp)
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference Commission as a part of the Registration Statement and included in the Registration Statement, the Preliminary Prospectus Disclosure Package and the Prospectus (the “Financial Statements”) present fairly in all material respects the consolidated financial position of the Company and its subsidiaries Subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specifiedspecified on the basis stated therein. Such financial statements Financial Statements comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statementincluded. The selected financial data and set forth in each of the summary financial information included in the Preliminary Prospectus preliminary prospectus and the Prospectus under the captions “Summary—Summary Historical and Pro Forma As Adjusted Financial and Operating Data”, “Selected Historical and Financial and Operating Data”, “Dilution” and “Capitalization” fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma consolidated financial statements of the Company and its subsidiaries Subsidiaries and the related notes thereto are included in each of the preliminary prospectus and the Prospectus in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Statement present fairly the information shown contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 2 contracts
Sources: Underwriting Agreement (Western Refining, Inc.), Underwriting Agreement (Western Refining, Inc.)
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Summary--Summary Consolidated Financial Data", "Selected Consolidated Financial Data" and the Prospectus "Capitalization" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma combined financial statements information of the Company and its subsidiaries and the related notes thereto are included under the caption "Summary--Summary Consolidated Financial Data" and "Selected Unaudited Pro Forma Combined Financial Data" and elsewhere in the Prospectus and in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Statement present fairly the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.
Appears in 2 contracts
Sources: Underwriting Agreement (Oplink Communications Inc), Underwriting Agreement (Oplink Communications Inc)
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions “Summary—Summary Consolidated Financial Data”, “Selected Consolidated Financial Data”, “Unaudited Pro Forma Consolidated Statements of Operations” and the Prospectus “Capitalization” present fairly fairly, in all material respects, the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement. Except as otherwise disclosed in the prospectus, the Preliminary Prospectus and the Prospectus. In addition, if any pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto are included under the captions “Summary—Summary Consolidated Financial Data”, “Selected Consolidated Financial Data,” “Unaudited Pro Forma Consolidated Statement of Operations” and elsewhere in the Prospectus and in the Registration StatementStatement present fairly, in all material respects, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly the information shown contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 2 contracts
Sources: Underwriting Agreement (Symmetry Medical Inc.), Underwriting Agreement (Symmetry Medical Inc.)
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated combined financial position of TR Holdings and the Company and its subsidiaries entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected historical financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Summary Historical and the Prospectus Pro Forma Combined Financial and Operating Data", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The condensed pro forma combined financial statements of the Company and its subsidiaries Combined Entities and the related notes thereto are included in the Registration Statement, prospectus under the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes caption "Unaudited Condensed Pro Forma Combined Financial Statements" present fairly the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.
Appears in 2 contracts
Sources: Underwriting Agreement (Texas Roadhouse, Inc.), Underwriting Agreement (Texas Roadhouse, Inc.)
Preparation of the Financial Statements. The financial statements statements, together with the related notes thereto incorporated by reference schedules and notes, included in the Registration Statement, the Preliminary Prospectus and the Prospectus Offering Memorandum present fairly the consolidated financial position of the Company and its subsidiaries entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles principles, as applied in the United States applied States, on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other The financial statements are required to be included data set forth in the Registration Statement. The selected financial data Offering Memorandum under the captions “Offering Memorandum Summary—Summary Historical and the summary financial information included in the Preliminary Prospectus Pro Forma Financial and the Prospectus Operating Data” and “Selected Historical Consolidated Financial Data” fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the ProspectusOffering Memorandum. In addition, if any The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto are included under the caption “Offering Memorandum Summary—Summary Historical and Pro Forma Financial and Operating Data,” “Unaudited Pro Forma Consolidated Financial Data” and elsewhere in the Registration StatementOffering Memorandum present fairly, in all material respects, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly the information shown contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 2 contracts
Sources: Purchase Agreement (Burlington Coat Factory Investments Holdings, Inc.), Purchase Agreement (COHOES FASHIONS of CRANSTON, Inc.)
Preparation of the Financial Statements. The financial statements statements, together with the related notes thereto incorporated by reference schedules and notes, included in the Registration Statement, the Preliminary Prospectus and the Prospectus Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its subsidiaries entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other The financial statements are required to be included data set forth in the Registration Statement. The selected financial data Offering Memorandum under the captions “Summary–Summary of Selected Financial Data” and the summary financial information included “Selected Financial Data” fairly present in the Preliminary Prospectus and the Prospectus present fairly all material respects the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the ProspectusOffering Memorandum. In addition, if any The pro forma consolidated financial statements data of the Company and its subsidiaries and the related notes thereto are included under the caption “Summary–Summary of Selected Financial Data,” “Selected Financial Data” and elsewhere in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Offering Memorandum present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements contained therein and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The statistical and market-related data and forward-looking statements included in the Offering Memorandum are based on or derived from sources that the Company and its subsidiaries believe to be reliable and accurate in all material respects and represent their good faith estimates that are made on the basis of data derived from such sources. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Offering Memorandum and the Pricing Disclosure Package fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 2 contracts
Sources: Purchase Agreement (Century Communities, Inc.), Purchase Agreement (Century Communities, Inc.)
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries subsidiaries, Ficon Technology, Inc. ("Ficon"), T.sqware, Inc. ("T.sqware") and iCompression, Inc. ("iCompression"), as the case may be, as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and any supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Summary--Summary Historical Financial Data", "Selected Financial Data" and the Prospectus "Capitalization" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma financial statements of the Company and its subsidiaries and the related notes thereto are included under the caption "Summary--Summary Pro Forma Financial Data", "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Statement present fairly the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X under the Securities Act.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements statements, together with the related notes thereto incorporated by reference schedules and notes, included in the Registration Statement, the Preliminary Prospectus and the Prospectus Offering Memorandum present fairly the consolidated financial position of the Company and its subsidiaries entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other The financial statements are required to be included data set forth in the Registration Statement. The selected financial data Offering Memorandum under the captions “Summary—Summary Historical and the summary financial information included in the Preliminary Prospectus Pro Forma Financial Data” and the Prospectus “Selected Historical Financial Data” fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included and unaudited pro forma financial statements, as applicable, contained in the Registration StatementOffering Memorandum, the Preliminary Prospectus and the Prospectusexcept as noted therein. In addition, if any The unaudited pro forma combined financial statements of the Company and its subsidiaries Issuer and the related notes thereto are included in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Offering Memorandum present fairly the information shown contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The statistical and market-related data and forward-looking statements included in the Offering Memorandum are based on or derived from sources that the Issuer believes to be reliable and accurate in all material respects and, in the case of the forward-looking information, represents its good faith estimates that are made on the basis of data derived from such sources.
Appears in 1 contract
Sources: Purchase Agreement (Chesapeake Oilfield Operating LLC)
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their its operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Prospectus Summary--Summary Selected Financial Data", "Selected Financial Data" and the Prospectus "Capitalization" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma financial statements of the Company and its subsidiaries and the related notes thereto are included under the caption "Prospectus Summary--Summary Pro Forma Selected Financial Data", "Pro Forma Selected Financial Data" and elsewhere in the Prospectus and in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Statement present fairly the information shown contained therein, have been prepared in accordance with the Commission’s " rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.
Appears in 1 contract
Sources: Underwriting Agreement (Globespan Semiconductor Inc)
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its Enhanced Response Technologies and their respective subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedule included in the Registration Statement presents fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedule have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Prospectus Summary--Summary Financial Data", "Selected Consolidated Financial Data" and the Prospectus "Capitalization" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma consolidated financial statements information of the Company and its subsidiaries and the related notes thereto are included under the captions "Prospectus Summary--Summary Financial Data", "Selected Consolidated Financial Data", "Pro Forma Consolidated Financial Information" and elsewhere in the Prospectus and in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Statement present fairly the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.reasonable
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together with the related notes thereto incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries and Catellus and its subsidiaries, as applicable, as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included in the Preliminary Prospectus and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus. In addition, if any pro forma financial statements of the Company and its subsidiaries and the related notes thereto are included in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus, such pro forma financial statements and related notes Prospectus present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and in the opinion of the Company the assumptions used in the preparation thereof are were reasonable at the time made and the adjustments used therein are appropriate were based upon good faith estimates and assumptions believed by the Company to give effect to be reasonable at the transactions and circumstances referred to thereintime made.
Appears in 1 contract
Sources: Underwriting Agreement (Prologis)
Preparation of the Financial Statements. The financial statements statements, --------------------------------------- together with the related notes thereto incorporated by reference schedules and notes, to be included in the Registration Statement, the Preliminary Prospectus and the Prospectus Offering Memorandum will present fairly the consolidated financial position of the Company and its respective subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other The financial statements are required data to be included set forth in the Registration Statement. The selected financial data Offering Memorandum under the captions "Offering Memorandum Summary--Summary Historical and the summary financial information included in the Preliminary Prospectus Pro Forma Condensed Consolidated Financial Data" and the Prospectus "Selected Historical Consolidated Financial Data" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the ProspectusOffering Memorandum. In addition, if any The pro forma consolidated, condensed financial statements of the Company Issuers and its their respective subsidiaries and the related notes thereto are included under the caption "Offering Memorandum Summary--Summary Historical and Pro Forma Condensed Consolidated Financial Data", "Unaudited Pro Forma Consolidated Financial Statements" and elsewhere in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Offering Memorandum will present fairly the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements statements, except that Adjusted EBITDA and broadcast cash flow are not within the scope of the Commission's guidelines, and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together with the related notes thereto incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements are required to be included in the Registration Statement. The selected financial data and the summary financial information included in the Preliminary Prospectus and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any pro forma financial statements of the Company and its subsidiaries and the related notes thereto are included in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto Commission as a part of or incorporated by reference in the Registration Statement, Statement and included or incorporated by reference in the Preliminary Prospectus Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries subsidiary as of and at the dates indicated and the results of their its operations and cash flows for the periods specifiedspecified on the basis stated therein. Such financial statements comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement. The selected financial data and set forth in each of the summary financial information preliminary prospectus included in the Preliminary Prospectus Disclosure Package and the Prospectus under the captions “Summary—Summary Consolidated Financial Data”, “Selected Consolidated Financial Data” and “Capitalization” fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma financial statements of the Company and its subsidiaries subsidiary and the related notes thereto are included in each of the preliminary prospectus included in the Registration Statement, the Preliminary Prospectus Disclosure Package and the Prospectus, such pro forma financial statements Prospectus or incorporated by reference in each of the preliminary prospectus included in the Disclosure Package and related notes the Prospectus present fairly the information shown contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements statements, together with the related notes thereto incorporated by reference schedules and notes, included in the Registration Statement, the Preliminary Prospectus and the Prospectus Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in all material respects in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other The financial statements are required to be included data set forth in the Registration Statement. The selected financial data Offering Memorandum under the captions “Summary— Summary Historical and the summary financial information included Proforma Consolidated Financial Data” and “Selected Historical Consolidated Financial Data” fairly present in the Preliminary Prospectus and the Prospectus present fairly all material respects the information shown set forth therein and have been compiled on a basis consistent in all material respects with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the ProspectusOffering Memorandum. In addition, if any The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto are included under the caption “Summary—Summary Historical and Adjusted Financial Data”, “Unaudited Pro Forma Consolidated Financial Statements” and elsewhere in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Offering Memorandum present fairly in all material respects the information shown contained therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled presented in all material respects on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. [The supporting schedules included in the Registration Statement present fairly the information required to be stated therein.] Such financial statements comply as to form with the accounting requirements of the Securities Act [and supporting schedules] have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Prospectus Summary--Summary Selected Financial Data", "Selected Financial Data" and the Prospectus "Capitalization" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma financial statements of the Company and its subsidiaries and the related notes thereto are included under the caption "Prospectus Summary--Summary Selected Financial Data" and elsewhere in the Prospectus and in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Statement present fairly the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference Commission as a part of the Registration Statement and included in the Registration Statement, the Preliminary Prospectus Disclosure Package and the Prospectus present fairly the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States and applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus preliminary prospectus and the Prospectus under the captions “Prospectus Summary—Summary Selected Financial Data”, “Selected Financial Data” and “Capitalization” fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto are included under the caption “Unaudited Pro Forma Consolidated Statements of Operations” and elsewhere in the preliminary prospectus and the Prospectus and in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Statement present fairly the information shown contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Sources: Underwriting Agreement (Monotype Imaging Holdings Inc.)
Preparation of the Financial Statements. The consolidated historical financial statements together with of the Company and the related notes and schedules thereto incorporated by reference included in the Registration Statement, the Preliminary Prospectus General Disclosure Package and the Prospectus present fairly fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the results of their operations operations, stockholders’ equity and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared specified in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, involved (except as may be expressly stated in otherwise noted therein). Except as disclosed therein, the related notes thereto. No other selected financial statements are required to be included data and summary financial information of the Company set forth under the captions “Prospectus Summary—Summary Historical Consolidated Financial Data” and “Selected Historical Consolidated and Combined Financial Data” in the Registration Statement. The selected financial data and , the summary financial information included in the Preliminary Prospectus General Disclosure Package and the Prospectus present fairly fairly, in all material respects, the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements contained in the Registration Statement, the General Disclosure Package and the Prospectus. The unaudited pro forma condensed consolidated financial statements and the related notes thereto included in the Registration Statement, the Preliminary Prospectus General Disclosure Package and the Prospectus. In addition, if any pro forma financial statements of the Company and its subsidiaries and the related notes thereto are included in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Preparation of the Financial Statements. The consolidated financial statements statements, together with the related notes thereto schedules and notes, included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus Offering Memorandum present fairly the consolidated financial position of the Company and its subsidiaries entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States GAAP applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other The financial statements are required to be included data set forth or incorporated by reference in the Registration Statement. The selected financial data Offering Memorandum under the captions “Summary Historical Consolidated Financial and the summary financial information included in the Preliminary Prospectus Other Data of Nexstar” and the Prospectus “Summary Historical Consolidated Financial and Other Data of Tribune” fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the ProspectusOffering Memorandum. In addition, if any The pro forma combined financial statements of the Company Parent and its subsidiaries and the related notes thereto are included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Offering Memorandum present fairly the information shown contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements Regulation S-X and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Offering Memorandum and the Pricing Disclosure Package fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The statistical and market-related data and forward-looking statements included in the Pricing Disclosure Package and the Final Offering Memorandum are based on or derived from sources that the Nexstar Parties believe to be reliable and accurate and represent their good faith estimates that are made on the basis of data derived from such sources.
Appears in 1 contract
Preparation of the Financial Statements. The consolidated financial statements of the Company, together with the related notes thereto incorporated by reference notes, included in the Registration StatementOffering Memorandum present fairly, the Preliminary Prospectus and the Prospectus present fairly in all material respects, the consolidated financial position of the Company and its subsidiaries Subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such The financial statements included in the Offering Memorandum comply as to form with the accounting applicable requirements of the Securities Act and Act. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other The financial statements are required data with respect to be included the Company and its Subsidiaries set forth in the Registration Statement. The selected financial data Offering Memorandum under the captions "Offering Memorandum Summary -- Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Selected Historical Financial and Operating Data" present fairly, in all material respects, the summary historical financial information included in the Preliminary Prospectus and the Prospectus present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the ProspectusOffering Memorandum. In addition, if any The unaudited pro forma financial statements data of the Company and its subsidiaries Subsidiaries, and the related notes thereto are included in the Registration StatementOffering Memorandum present fairly, in all material respects, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together with the related notes thereto incorporated by reference included in the Registration Statement, the Preliminary Prospectus General Disclosure Package and the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Any supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and any supporting schedules have been prepared in conformity with generally accepted accounting principles principles, as applied in the United States States, (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data set forth in the Prospectus and Registration Statement under the captions “Prospectus Summary—Summary Historical Consolidated Financial and Other Data,” “Capitalization”, “Selected Consolidated Financial Data” and elsewhere in the Prospectus, Registration Statement and the summary financial information included in the Preliminary Prospectus and the Prospectus General Disclosure Package fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto are included under the captions “Prospectus Summary—Summary Historical Consolidated Financial and Other Data,” “Unaudited Pro Forma Consolidated Financial Information,” and elsewhere in the Prospectus and in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus, such pro forma financial statements and related notes General Disclosure Package present fairly the information shown contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together Financial Statements filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and Financial Statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Prospectus Summary--Summary Consolidated Actual and the Prospectus Pro Forma Financial Information", "Selected Consolidated Actual and Pro Forma Financial Data" and "Capitalization" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma consolidated financial statements of the Company company and its subsidiaries and the related notes thereto are included under the captions "Prospectus Summary - Summary Consolidated Actual and Pro Forma Financial Information", "Selected Consolidated Actual and Pro Forma Financial Data" and elsewhere in the Prospectus and in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Statement present fairly the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described describes therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.
Appears in 1 contract
Sources: Underwriting Agreement (National Information Consortium)
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of any Form 10-Q or Form 10-K or the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries Subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles principles, as applied in the United States States, applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Prospectus Summary--Summary Consolidated Historical and the Prospectus Pro Forma Financial Data," "Selected Consolidated Historical and Pro Forma Financial Data" and "Capitalization" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma consolidated financial statements of the Company and its subsidiaries Subsidiaries and the related notes thereto are included under the caption "Prospectus Summary--Summary Consolidated Historical and Pro Forma Financial Data", "Selected Consolidated Historical and Pro Forma Financial Data" and elsewhere in the Prospectus and in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Statement present fairly the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries subsidiaries, SeaMED Corporation and the Contract Electronics Manufacturing Services Operations of Elamex, S.A. de C.V., as the case may be, as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Selected Financial Data" and the Prospectus "Capitalization" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements contained in the Registration Statement and included in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma condensed combined financial statements of the Company and its subsidiaries and the related notes thereto are included in the Registration Statement, the Preliminary Prospectus and in the Prospectus, such pro forma financial statements and related notes Registration Statement present fairly the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.
Appears in 1 contract
Sources: Underwriting Agreement (Plexus Corp)
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Any supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Summary--Summary Consolidated Financial Data," "Selected Consolidated Financial Data" and the Prospectus "Capitalization" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma financial statements information of the Company and its subsidiaries included under the caption "Summary - Summary Consolidated Financial Data" and "Capitalization" and elsewhere in the related notes thereto are included Prospectus and in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Statement present fairly the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with United States generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions “Summary—Summary Selected Financial Information,” “Selected Financial Information” and the Prospectus “Capitalization” fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The unaudited pro forma financial statements information of the Company and its subsidiaries and the related notes thereto are included under the caption “Unaudited Pro Forma Consolidated Financial Information” and elsewhere in the Prospectus and in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly the information shown therein, Statement have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements information and have been properly compiled presented on the bases described therein, and management believes that the assumptions used in the preparation thereof are reasonable and that the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries the Subsidiary as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such The financial statements comply as to form with the accounting requirements of the Securities Act Company and the Subsidiary have been prepared in conformity with generally accepted accounting principles in the United States U.S. applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required by the Securities Act to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Prospectus Summary--Summary Consolidated Financial Information," "Capitalization" and the Prospectus "Selected Financial Data" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any pro forma The as adjusted condensed financial statements of the Company and its subsidiaries the Subsidiary and the related notes thereto are included under the captions "Prospectus Summary--Summary Consolidated Financial Information," "Selected Financial Data" and elsewhere in the Prospectus and in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Statement present fairly the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma such financial statements and have been properly compiled on the bases described thereinstatements, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Sources: Underwriting Agreement (Keryx Biopharmaceuticals Inc)
Preparation of the Financial Statements. The financial statements statements, --------------------------------------- together with the related notes thereto incorporated by reference schedules and notes, included in the Registration Statement, the Preliminary Prospectus and the Prospectus Offering Memorandum present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other The financial statements are required to be included data set forth in the Registration Statement. The selected financial data Offering Memorandum under the captions "Offering Memorandum Summary--Summary Historical and the summary financial information included in the Preliminary Prospectus Pro Forma Consolidated Financial Data" and the Prospectus "Selected Historical Consolidated Financial Data" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the ProspectusOffering Memorandum. In addition, if any The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto are included under the caption "Offering Memorandum Summary--Summary Historical and Pro Forma Consolidated Financial Data", "Unaudited Pro Forma Consolidated Financial Information" and elsewhere in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Offering Memorandum present fairly the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements statements, except that EBITDA and broadcast cash flow are not within the scope of the Commission's guidelines, and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Sources: Purchase Agreement (Radio One Inc)
Preparation of the Financial Statements. The historical financial statements statements, together with the related notes thereto schedules and notes, included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Disclosure Package and the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries and PGS Onshore and its subsidiaries, as applicable, as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements and supporting schedules comply as to form with the applicable accounting requirements of under the Securities Act and have been prepared in conformity with generally accepted accounting principles principles, as applied in the United States States, applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other The financial statements are required to be included data set forth or incorporated by reference in the Registration Statement. The selected financial data and the summary financial information included in the Preliminary Prospectus Disclosure Package and the Prospectus under the captions “Summary—Summary Historical and Pro Forma Combined Financial Data” and “Selected Financial Data” and elsewhere in or incorporated by reference in the Disclosure Package fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus Disclosure Package and the Prospectus. In addition, if any The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto are included as an exhibit to the Form 8-K of the Company filed with the Commission on December 7, 2009 and incorporated by reference in the Registration Statement, Disclosure Package and the Preliminary Prospectus and elsewhere in the Prospectus, such pro forma financial statements Disclosure Package and related notes the Prospectus present fairly the information shown contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements statements, together with the related notes thereto incorporated by reference schedules and notes, included in the Registration Statement, the Preliminary Prospectus and the Prospectus Offering Memorandum present fairly the consolidated financial position of the Company and its subsidiaries entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other The historical financial statements are required to be included data set forth in the Registration Statement. The selected financial data Offering Memorandum under the captions “Summary—Summary Historical and the summary financial information included in the Preliminary Prospectus Pro Forma Condensed Consolidated Financial and the Prospectus Other Data” and “Selected Financial Data” fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the ProspectusOffering Memorandum. In addition, if any The pro forma financial statements data of the Company and its subsidiaries and the related notes thereto are included under the caption “Summary–Summary Historical and Pro Forma Condensed Consolidated Financial and Other Data” and elsewhere in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly the information shown therein, Offering Memorandum have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described thereininformation, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The statistical and market-related data and forward-looking statements included in the Offering Memorandum are based on or derived from sources that the Company believes to be reliable and accurate in all material respects and represent its good faith estimates that are made on the basis of data derived from such sources.
Appears in 1 contract
Preparation of the Financial Statements. The consolidated financial statements together of the Company and the separate financial statements of each of the Founding Companies filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries and each of the Founding Companies as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Prospectus Summary--Summary Selected Financial Data", "Selected Financial Data" and the Prospectus "Capitalization" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma consolidated financial statements of the Company and its subsidiaries and the Founding Companies and the related notes thereto are included under the caption "Prospectus Summary--Summary Pro Forma Combined Financial Data", "Pro Forma Combined Selected Financial Data" and elsewhere in the Prospectus and in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Statement present fairly the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference Commission as a part of the Registration Statement and included in the Registration Statement, the Preliminary Prospectus and the Prospectus Prospectuses present fairly (i) the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified and (ii) present fairly the consolidated financial position of the Acquired Entities and their respective subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such The financial statements comply as to form with the accounting requirements of the Securities Act Company and the financial statements of the Acquired Entities have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus Prospectuses under the captions "Summary Financial Data", "Capitalization" and the Prospectus "Selected Financial Data" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma condensed financial statements of the Company and its subsidiaries and the related notes thereto are included under the caption "Summary Financial Data" and elsewhere in the Prospectuses and in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Statement present fairly the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly and accurately the consolidated financial position of the Company and its subsidiaries the Subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Any supporting schedules included in the Registration Statement present fairly and accurately the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with United States generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes theretothereto and are in compliance with Regulation S-X promulgated under the Securities Act. The amounts in the Prospectus under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are accurately computed, fairly present the information shown therein and have been determined on a basis consistent with the financial statements included in the Registration Statement and the Prospectus. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions “Capitalization” and the Prospectus “Selected Financial Information” fairly and accurately present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, Statement when read in conjunction with the Preliminary Prospectus and the Prospectus. In addition, if any pro forma financial statements of the Company and its subsidiaries and the related notes thereto are textual information included in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereinthose sections.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries Subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Prospectus Summary--Summary Selected Financial Data," "Selected Financial Data" and the Prospectus "Capitalization" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma consolidated financial statements statement of the Company and its subsidiaries Subsidiaries and the related notes thereto are included under the caption [to come] and elsewhere in the Prospectus and in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Statement present fairly the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Sources: Underwriting Agreement (Hanover Capital Holdings Inc)
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto Commission as a part of the Registration Statement and included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Prospectus Summary--Summary Consolidated Financial Data", "Selected Financial Data" and the Prospectus "Capitalization" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma financial statements data of the Company and its subsidiaries included under the caption "Prospectus Summary--Summary Consolidated Financial Data" and elsewhere in the related notes thereto are included Prospectus and in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Statement present fairly the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Preparation of the Financial Statements. The Except as stated therein, the financial statements statements, together with the related notes thereto incorporated by reference schedules and notes, included in the Registration Statement, the Preliminary Prospectus and the Prospectus Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly disclosed therein. Except as stated in the related notes thereto. No other financial statements are required to be included in the Registration Statement. The selected financial data and the summary financial information included in the Preliminary Prospectus and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statementtherein, the Preliminary Prospectus and the Prospectus. In addition, if any pro forma financial statements of the Company and its subsidiaries and the related notes thereto are included in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes other pro forma and as adjusted information presented in the Offering Memorandum present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines Article 11 of Regulation S-X with respect to pro forma financial statements and have been properly compiled on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as stated therein, the financial statements and the financial information included in the Offering Memorandum comply as to form with the requirements applicable to financial statements required in a registration statement on Form S-1 under the Securities Act. The financial data set forth in the Offering Memorandum under the captions “Summary—Summary Historical Financial Information and Statistical Data” and “Selected Consolidated Financial and Operating Data” fairly present in all material respects the information set forth therein on a basis consistent with that of the audited financial statements contained in the Offering Memorandum. The financial data set forth in the Offering Memorandum under the captions “Summary—Summary Unaudited Pro Forma Financial Information and Statistical Data” fairly present the information set forth therein on a basis consistent with that of the pro forma financial statements contained in the Offering Memorandum.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements filed with the Commission as part of the Registration Statement and included or incorporated by reference in the Prospectus present fairly the consolidated financial position of CCG, CCI and ITI and their respective subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules, if any, included in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules, if any, have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Prospectus Summary--Summary Consolidated Financial Data", "Selected Consolidated Financial Data" and the Prospectus "Capitalization" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any pro forma financial statements of the Company and its subsidiaries and the related notes thereto are included in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together with the related notes thereto thereto, incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States ("GAAP") applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements are required to be included in the Registration Statement. The selected financial data and the summary financial information included in the Preliminary Prospectus and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any pro forma financial statements of the Company and its subsidiaries and the related notes thereto are included in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly and accurately (i) the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified and (ii) the revenue and certain expenses of Sheridan Plaza at Inverness, LLC for the periods specified. Any supporting schedules included in the Registration Statement present fairly and accurately the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements are required to be included in the Registration Statement. The selected financial data and the summary financial information included in the Preliminary Prospectus and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto are and the statement of estimated taxable operating results and cash to be made available by operations based thereon included in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Registration Statement present fairly and accurately the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements thereto and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Financial Data," "Selected Financial Information" and "Capitalization" fairly and accurately present the information set forth therein on a basis consistent with that of the financial statements contained in the Registration Statement when read in conjunction with the textual information included in those sections.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together with the related notes thereto incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements are required to be included in the Registration Statement. The selected financial data and the summary financial information included in the Preliminary Prospectus and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any pro forma financial statements of the Company and its subsidiaries and the related notes thereto are included in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Preparation of the Financial Statements. The consolidated financial statements statements, together with the related schedules and notes thereto incorporated by reference thereto, filed with the Commission as a part of the Registration Statement and included in the Registration Statement, the Preliminary Prospectus and the Prospectus Disclosure Package present fairly the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with accounting principles generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other The pro forma financial statements are required to be included in the Registration Statement. The selected financial data and the summary financial information included in the Preliminary Prospectus and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements related notes thereto included in the Registration Statement, the Preliminary Prospectus Disclosure Package and the Prospectus. In additionProspectus present fairly, if any pro forma financial statements of the Company and its subsidiaries and the related notes thereto are included in the Registration Statementall material respects, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Other than the financial statements included in the Registration Statement, no other financial statements or supporting schedules are required to be included therein. The financial data and financial information included in the Prospectus and the Disclosure Package under the captions “Selected Financial Data” and “Unaudited Selected Pro Forma Combined Financial Data” present fairly in all material respects the information shown therein and have been compiled on a basis consistent with the financial statements included in the Registration Statement. All disclosures contained in the Registration Statement, the Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act, to the extent applicable.
Appears in 1 contract
Preparation of the Financial Statements. The consolidated financial statements of the Company, together with the related notes thereto incorporated by reference notes, included in the Registration Statement, the Preliminary Prospectus and the Prospectus Offering Memorandum present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and Company have been prepared in conformity with generally accepted accounting principles as applied in the United States Canada applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other , and with respect to the audited consolidated financial statements are required of the Company have been reconciled to be included generally accepted accounting principles as applied in the Registration StatementUnited States in accordance with Item 17 of Form 20-F under the Exchange Act. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus Offering Memorandum under the captions "Summary — Summary Consolidated Financial Data" and the Prospectus "Selected Consolidated Financial Data" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the ProspectusOffering Memorandum. In addition, if any The unaudited pro forma condensed combined financial statements information of the Company and its subsidiaries and the related notes thereto are included under the caption "Summary — Summary Consolidated Financial Data," "Unaudited Pro Forma Condensed Combined Financial Statements" and elsewhere in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Offering Memorandum present fairly the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements (except that they have not been reconciled to generally accepted accounting principles as applied in the United States) and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedule included in the Registration Statement presents fairly in all material respects the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedule have been prepared in conformity with generally accepted accounting principles as applied in the United States States, which principles have been applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Summary--Summary Consolidated Financial Data," "Selected Consolidated Financial Data" and the Prospectus "Capitalization" fairly present fairly in all material respects the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma financial statements consolidated balance sheet of the Company and its subsidiaries and the related notes thereto are included in the Registration Statement, the Preliminary Prospectus and in the Prospectus, such pro forma financial statements and related notes present Registration Statement presents fairly in all material respects the information shown contained therein, have has been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have has been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference Commission as a part of the Registration Statement and included in the Registration Statement, the Preliminary Time of Sale Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and Company, its subsidiaries and each other entity for which financial statements are included as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules to the financial statements included in the Registration Statement present fairly in all material respects the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statement or supporting schedules to the financial statements are required to be included in the Registration StatementStatement or any Applicable Prospectus. The selected financial data (other than the pro forma financial information and the summary financial information included related notes thereto) set forth in each Applicable Prospectus under the Preliminary captions “Prospectus Summary—Summary Historical and the Prospectus Pro Forma Consolidated Financial and Other Data,” “Selected Historical Consolidated Financial and Other Data” and “Capitalization” fairly present fairly in all material respects the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus Statement and the each Applicable Prospectus. In addition, if any The pro forma financial statements of the Company and its subsidiaries information and the related notes thereto are included in the Registration Statement, the Preliminary each Applicable Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly in all material respects the information shown contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on applicable requirements of the bases described thereinSecurities Act, and the assumptions used in the preparation thereof underlying such pro forma financial information are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereinset forth in each such Applicable Prospectus.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly and accurately (i) the consolidated financial position of the Company and its subsidiaries the Subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified, (ii) the combined financial position of First Potomac Realty Investment Trust, Inc., First Potomac Realty Investment Limited Partnership and First Potomac Management, Inc. (collectively, "First Potomac Predecessor"), (iii) the revenues and certain expenses of (A) Greenbrier Technology Center II, (B) Norfolk Business Center, (C) Rumsey Center and (D) Snowde▇ ▇▇▇▇er, each for the ▇▇▇▇ ▇onths ended September 30, 2002 and the year ended December 31, 2001 and (iv) the revenues and certain expenses of (A) Interstate Plaza and (B) Virginia Center, each for the six months ended June 30, 2003 and the year ended December 31, 2002. Any supporting schedules included in the Registration Statement present fairly and accurately the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with United States generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements , and are required to be included in compliance with Regulation S-X promulgated under the Registration StatementSecurities Act. The selected financial data and the summary financial information included in the Preliminary Prospectus and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any pro forma consolidated financial statements of the Company and its subsidiaries the Subsidiaries and the related notes thereto are included in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Registration Statement present fairly and accurately the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements thereto and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The amounts in the Prospectus under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" are accurately computed, fairly present the information shown therein and have been determined on a basis consistent with the financial statements included in the Registration Statement and the Prospectus. No other financial statements or supporting schedules are required under applicable law or the rules and regulations of the Commission to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Summary -- Summary Combined Financial Data," "Capitalization" and "Selected Financial Information" fairly and accurately present the information set forth therein on a basis consistent with that of the financial statements contained in the Registration Statement when read in conjunction with the textual information included in those sections.
Appears in 1 contract
Sources: Underwriting Agreement (First Potomac Realty Trust)
Preparation of the Financial Statements. The financial statements together of the Company filed with the related notes thereto incorporated by reference Commission as a part of the Registration Statement and included in the Registration Statement, the Preliminary Prospectus Disclosure Package and the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and set forth in each of the summary financial information included in the Preliminary Statutory Prospectus and the Prospectus under the captions “Summary—Summary Consolidated Financial Data,” “Selected Consolidated Financial Data” and “Capitalization” fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any [The pro forma combined condensed financial statements of the Company and its subsidiaries and the related notes thereto are included or under the captions “Summary—Summary Consolidated Financial Data,” “Selected Consolidated Financial Data”] and elsewhere in each of the Statutory Prospectus and the Prospectus and in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Statement present fairly the information shown contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Summary--Summary Consolidated Financial Data", "Selected Consolidated Financial Data" and the Prospectus "Capitalization" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto are included under the caption "Prospectus Summary Summary Consolidated Financial Data", "Selected Consolidated Financial Data" and elsewhere in the Prospectus and in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Statement present fairly the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.. No other pro forma financial information is required to be included in the Registration Statement Pursuant to Regulation S-X.
Appears in 1 contract
Preparation of the Financial Statements. The consolidated financial statements statements, together with the related notes thereto incorporated by reference schedules and notes, included in the Registration Statement, the Preliminary Prospectus and the Prospectus Offering Memorandum present fairly the consolidated financial position of the Company and its subsidiaries entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States GAAP applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other The financial statements are required to be included data set forth in the Registration Statement. The selected financial data Offering Memorandum under the captions “Summary Historical and Pro Forma Consolidated Financial and Other Data of Nexstar,” “Summary Historical Combined Financial Data of the summary financial information included in the Preliminary Prospectus Newport Assets” and the Prospectus “Selected Historical Financial and Other Data” fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the ProspectusOffering Memorandum. In addition, if any The pro forma combined financial statements of the Company Issuer and its their subsidiaries and the related notes thereto are included under the caption “Offering Memorandum Summary– Summary Historical and Pro Forma Consolidated Financial and Other Data of Nexstar,” and “Unaudited Pro Forma Combined Financial Data” and elsewhere in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Offering Memorandum present fairly the information shown contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements Regulation S-X and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions Transactions and circumstances referred to therein. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Offering Memorandum and the Pricing Disclosure Package fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The statistical and market-related data and forward-looking statements included in the Pricing Disclosure Package and the Final Offering Memorandum are based on or derived from sources that the Issuer believes to be reliable and accurate and represent their good faith estimates that are made on the basis of data derived from such sources.
Appears in 1 contract
Sources: Purchase Agreement (Nexstar Broadcasting Group Inc)
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their its operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Summary--Summary Financial Data," "Selected Financial Data" and the Prospectus present "Capitalization" fairly present, in all material respects, the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements contained in the Registration Statement. The Company's ratio of earnings to fixed charges set forth in the Prospectus under the captions "Summary - Summary Financial Data," "Selected Financial Data" and in Exhibit 12 to the Registration Statement have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act. No pro forma financial information is required to be included in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any pro forma financial statements of the Company and its subsidiaries and the related notes thereto are included in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect Statement pursuant to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.Regulation S-X.
Appears in 1 contract
Sources: Underwriting Agreement (I Many Inc)
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries (or, with respect to periods prior to October 8, 2004, the combined financial position of Texas Roadhouse Holdings LLC and entities under common control), taken as a whole, as described in such financial statements as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected historical financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Summary Historical and the Prospectus Pro Forma Consolidated Financial and Operating Data", "Capitalization" and "Selected Historical and Pro Forma Consolidated Financial and Operating Data" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma financial statements data set forth in the Prospectus under the captions "Summary Historical and Pro Forma Consolidated Financial Data", "Capitalization" and "Selected Historical and Pro Forma Consolidated Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the Company and its subsidiaries and the related notes thereto are included audited consolidated financial statements contained in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements Statement and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Preparation of the Financial Statements. The consolidated financial statements statements, together with the related notes thereto schedules and notes, included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus Offering Memorandum present fairly the consolidated financial position of the Company and its subsidiaries entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States GAAP applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other The financial statements are required to be included data set forth or incorporated by reference in the Registration Statement. The selected financial data Offering Memorandum under the captions “Summary Historical Consolidated Financial and the summary financial information included in the Preliminary Prospectus Other Data of Nexstar” and the Prospectus “Summary Historical Consolidated Financial and Other Data of Media General” fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the ProspectusOffering Memorandum. In addition, if any The pro forma combined financial statements of the Company Parent and its subsidiaries and the related notes thereto are included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Offering Memorandum present fairly the information shown contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements Regulation S-X and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Offering Memorandum and the Pricing Disclosure Package fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The statistical and market-related data and forward-looking statements included in the Pricing Disclosure Package and the Final Offering Memorandum are based on or derived from sources that the Issuer believes to be reliable and accurate and represent their good faith estimates that are made on the basis of data derived from such sources.
Appears in 1 contract
Sources: Purchase Agreement (Nexstar Broadcasting Group Inc)
Preparation of the Financial Statements. The financial statements together --------------------------------------- filed with the related notes thereto incorporated by reference Commission as a part of the Registration Statement and included in the Prospectus and in the Registration Statement, the Preliminary Prospectus and the Prospectus Statement present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows changes in financial position for the periods specified. The supporting schedules included in the Registration Statement, if any, present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial and other data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Prospectus Summary--Summary Consolidated Financial Data," "Capitalization," "Selected Consolidated Financial Data," "Management's Discussion and the Prospectus Analysis of Financial Condition and Results of Operations" "Business--Legal Proceedings," "Management--Executive Compensation," "Management--Stock Plans," "Certain Transactions" and "Principal Shareholders" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any pro forma financial statements of the Company and its consolidated subsidiaries and the related notes thereto are included contained in the Registration Statement, . The financial data set forth in the Preliminary Prospectus and under the caption "Dilution" fairly presents the information set forth therein on the basis stated in the Prospectus, such pro forma financial statements and related notes present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules, if any, included in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Summary--Summary Financial Data", "Selected Financial Data" and the Prospectus "Capitalization" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma financial data of the Company and the related notes thereto included under the captions "Summary - Summary Financial Data" and "Capitalization" in the Prospectus and in the Registration Statement, the Preliminary Prospectus and the Prospectus. In additionif any, if any pro forma financial statements of the Company and its subsidiaries and the related notes thereto are included in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly the information shown contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.. No other pro forma financial information is required to be included in the Registration Statement Pursuant to Regulation S-X.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together with the related notes thereto incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements are required to be included in the Registration Statement. The selected financial data and the summary financial information included in the Preliminary Prospectus and the Prospectus Prospectus, if any, present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any pro forma financial statements of the Company and its subsidiaries and the related notes thereto are is included in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company Company, its subsidiary and its subsidiaries UNI, or the companies acquired by the Company, as the case may be, as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Summary--Summary Selected Financial Data", "Selected Financial Data" and the Prospectus "Capitalization" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The unaudited pro forma combined financial statements of the Company and its subsidiaries information and the related notes thereto are relating to the proposed business combination between the Company and UNI included in under the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present caption "Unaudited Pro Forma Combined Financial Information" presents fairly the information shown contained therein, have has been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have has been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries subsidiary as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied and on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Prospectus Summary--Summary Consolidated Financial Data," "Selected Consolidated Financial Data" and the Prospectus "Capitalization" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma consolidated financial statements of the Company and its subsidiaries subsidiary and the related notes thereto are included under the caption "Prospectus Summary--Summary Consolidated Financial Data" and elsewhere in the Prospectus and in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Statement present fairly the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements statements, together with the related notes thereto schedules and notes, included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus Offering Memorandum present fairly the consolidated financial position of the Company Issuers and its their subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other The financial statements are required to be included data set forth in the Registration Statement. The selected financial data Offering Memorandum under the captions “Offering Memorandum Summary — Summary Consolidated Selected Financial Data” and the summary financial information included in the Preliminary Prospectus and the Prospectus “Selected Consolidated Financial Data” fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the ProspectusOffering Memorandum. In addition, if any The pro forma consolidated financial statements of the Company Partnership and its subsidiaries and the related notes thereto are included under the caption “Offering Memorandum Summary — Summary Pro Forma Consolidated Selected Financial Data”, “Pro Forma Consolidated Selected Financial Data” and elsewhere in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present Offering Memorandum presently fairly the information shown contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, therein and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto Commission as a part of or incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries Subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in or incorporated in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in or incorporated in the Registration Statement. The selected financial data and the summary financial information included set forth or incorporated in the Preliminary Prospectus under the captions “Ratio of Earnings to Fixed Charges” and the Prospectus “Selected Financial Data” fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained, incorporated or deemed to be incorporated in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma consolidated financial statements of the Company and its subsidiaries Subsidiaries and the related notes thereto are included or incorporated by reference in the Registration Statement, Statement or the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly the information shown contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States States, ("U.S. GAAP") applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Summary--Summary Consolidated Financial Data," "Selected Consolidated Financial Capitalization Data" and the Prospectus "Capitalization" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, Statement other than the Preliminary Prospectus and the Prospectusabsence of footnotes. In addition, if any The pro forma financial statements and pro forma as adjusted consolidated balance sheet data of the Company and its subsidiaries and the related notes thereto are included under the caption "Summary--Summary Consolidated Financial Data," "Selected Consolidated Financial Data" and elsewhere in the Prospectus and in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Statement present fairly the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.
Appears in 1 contract
Sources: Underwriting Agreement (Ibasis Inc)
Preparation of the Financial Statements. The financial statements together with the related notes thereto contained or incorporated by reference in the Registration StatementPricing Disclosure Package, the Preliminary Prospectus Offering Memorandum and the Prospectus Final Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its subsidiaries entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specifiedspecified therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements are required to be included in the Registration Statement. The selected financial data and the summary financial information included under the captions “Summary Historical Consolidated Financial Data of the Company” and “Summary Historical Consolidated Financial Data of the Acquired Businesses” in the Pricing Disclosure Package, the Preliminary Prospectus Offering Memorandum and the Prospectus Final Offering Memorandum present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration StatementPreliminary Offering Memorandum and the Final Offering Memorandum. Except as otherwise disclosed in the Preliminary Offering Memorandum, the Preliminary Prospectus Pricing Disclosure Package and the Prospectus. In additionFinal Offering Memorandum, if any the pro forma financial statements of the Company and its subsidiaries information and the related notes thereto are included in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes therein present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described thereinstatements, and the assumptions used in the preparation thereof underlying such pro forma financial information are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereinin each of the Preliminary Offering memorandum, the Pricing Disclosure Package and the Final Offering Memorandum. No other financial statements are required to be included in the Preliminary Offering Memorandum or Final Offering Memorandum.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements statements, together with the related notes thereto schedules and notes, included in or incorporated by reference into the Registration Statement and included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Disclosure Package and the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and in all material respects have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other The financial statements are required to be included data set forth in the Registration Statement. The selected financial data and Prospectus under the summary financial information included in the Preliminary Prospectus and the Prospectus captions “Summary—Summary Consolidated Financial Data” fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference into the Prospectus except as otherwise stated therein. The statistical and market-related data and forward-looking statements included in the Registration Statement, Prospectus are based on or derived from sources that the Preliminary Prospectus Company and its consolidated subsidiaries believe to be reliable and accurate in all material respects and represent their good faith estimates that are made on the Prospectusbasis of data derived from such sources. In addition, if any The pro forma condensed consolidated financial statements of the Company and its subsidiaries and the related notes thereto are included incorporated by reference in each of the Registration StatementPreliminary Prospectus, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Registration Statement present fairly in all material respects the information shown contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Prospectus Summary--Summary Consolidated Financial and the Prospectus Operating Data", "Selected Consolidated Financial and Operating Data" and "Capitalization" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto are included under the caption "Prospectus Summary--Summary Consolidated Financial and Operating Data", "Selected Consolidated Financial and Operating Data" and elsewhere in the Prospectus and in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Statement present fairly the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Sources: Underwriting Agreement (California Pizza Kitchen Inc)
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Summary--Summary Selected Financial Data", "Selected Financial Data" and the Prospectus "Capitalization" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any [The pro forma [consolidated][condensed] financial statements of the Company and its subsidiaries and the related notes thereto are included under the caption "Prospectus Summary--Summary Pro Forma [Consolidated] Selected Financial Data", "Pro Forma [Consolidated] Selected Financial Data" and elsewhere in the Prospectus and in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Statement present fairly the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.. No other pro forma financial information is required to be included in the Registration Statement Pursuant to Regulation S-X.]
Appears in 1 contract
Sources: Underwriting Agreement (Netgear Inc)
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference Commission as a part of the Registration Statement and included in the Registration Statement, the Preliminary Prospectus Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specifiedspecified on the basis stated therein. The supporting schedules included the Registration Statement present fairly in all material respects the information required to be stated therein. Such financial statements and supporting schedules comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required by U.S. GAAP or by the Securities Act and the rules and regulations thereunder to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus Disclosure Package and the Prospectus under the captions “Prospectus Summary—Summary Selected Financial Data,” “Selected Financial Data” and “Capitalization” present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma financial statements information of the Company and its subsidiaries and included under the related notes thereto are included in the Registration Statement, the Preliminary caption “Prospectus and the Prospectus, such pro forma financial statements and related notes Summary—Selected Financial Data,” “Capitalization” present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to contained therein.
Appears in 1 contract
Preparation of the Financial Statements. The separate financial statements of the Company and each of the Founding Companies, in each case together with related notes, filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position position, results of operations and cash flows of the Company and its subsidiaries as each of such Founding Companies and of the Company, respectively, at the dates indicated specified and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto, and all adjustments necessary for a fair presentation of results for such period have been made. No Except for the pro forma financial statements discussed below, no other financial statements are required to be included in the Registration Statement. The selected financial data and the summary financial information No supporting schedules are required to be included in the Preliminary Prospectus and Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Pro Forma Combined Financial Data" and "--Summary Individual Founding Company Financial Data," "Capitalization" and "Selected Financial Data" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited and pro forma financial statements included contained in the Registration Statement, the Preliminary Prospectus Statement and the Prospectusbooks and records of the Company and the Founding Companies, as applicable. In addition, if any The pro forma combined financial statements of the Company and its subsidiaries and the Founding Companies together with the related notes thereto are included under the captions "Prospectus Summary--Summary Pro Forma Combined Financial Data," "Selected Financial Data," "Capitalization" and "Compass International Services Corporation Unaudited Pro Forma Combined Financial Statements" and elsewhere in the Prospectus and in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Statement present fairly the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the pro forma bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Sources: Underwriting Agreement (Compass International Services Corp)
Preparation of the Financial Statements. The financial statements statements, together with the related notes thereto incorporated by reference notes, included in the Registration Statement, the Preliminary Prospectus and the Prospectus Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its subsidiaries subsidiaries, other than SFC for which none have been prepared, as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated otherwise in the related notes thereto. No other The financial statements are required to be included data set forth in the Registration Statement. The selected financial data Offering Memorandum under the captions “Offering Memorandum Summary–Summary Historical and the summary financial information included in the Preliminary Prospectus Pro Forma Consolidated Financial and the Prospectus Operating Data” and “Selected Historical Consolidated Financial and Operating Data” present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the ProspectusOffering Memorandum. In addition, if any The pro forma consolidated financial statements of the Company and its subsidiaries subsidiaries, including SFC, and the related notes thereto are included under the caption “Offering Memorandum Summary–Summary Historical and Pro Forma Consolidated Financial and Operating Data,” “Unaudited Pro Forma Consolidated Financial Data” and elsewhere in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Offering Memorandum present fairly the information shown contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereinTransactions.
Appears in 1 contract
Preparation of the Financial Statements. The historical financial statements statements, together with the related notes thereto incorporated by reference notes, included in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (and any amendment or supplement thereto), present fairly in all material respects the consolidated separate financial position of the Company and its subsidiaries as of and at the dates indicated and the position, results of their operations operations, shareholders' equity (and deficit) and cash flows of each of the Company, Safe-Seal, Harley, Plant Specialties, GSV, Steam Supply, ICE/VARCO and Southern Value on the basis stated in the Registration Statement at the respective dates or for the respective periods specified. Such to which they apply; such financial statements comply as to form with the accounting requirements of the Securities Act and notes have been prepared in conformity accordance with generally accepted accounting principles in the United States consistently applied on a consistent basis throughout the periods involved, except as may be expressly stated in disclosed therein; and the related notes thereto. No other summary and selected financial statements are required to be and statistical information and data included in the Registration Statement. The selected financial data and the summary financial information included in the Preliminary Prospectus Statement and the Prospectus (and any amendment or supplement thereto) present fairly the information shown therein and such data have been compiled on a basis consistent with that the financial statements presented therein and the books and records of the audited financial statements included in the Registration StatementCompany, the Preliminary Prospectus Safe-Seal, Harley, Plant Specialities, Steam Supply, ICE/VARCO and the ProspectusSouthern Valve, as applicable. In addition, if any The pro forma combined financial statements of the Company and its subsidiaries and Subsidiaries, together with the related notes thereto are included notes, as set forth in the Registration Statement, the Preliminary Prospectus Statement and the ProspectusProspectus (and any amendment or supplement thereto), such pro forma financial statements and related notes present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines applicable provisions of Article 11 of Regulation S-X promulgated by the Commission with respect to pro forma financial statements and have been properly compiled on the pro forma bases described thereintherein and, and in the opinion of the Company, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and or circumstances referred to therein; and the other financial and statistical information and data included in the Registration Statement and the Prospectus (and any amendment or supplement thereto) are accurately presented and prepared on a basis consistent with such financial statements and the books and records of the Company and its Subsidiaries.
Appears in 1 contract
Sources: Underwriting Agreement (Innovative Valve Technologies Inc)
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and the included in each Applicable Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration StatementStatement or any Applicable Prospectus under the Securities Act. The selected financial data and the summary financial information included in the Preliminary Prospectus and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto are included under the captions “Summary—Summary Historical and Pro Forma Consolidated Financial and Operating Data” and “Unaudited Pro Forma Consolidated Financial Information” and elsewhere in the Prospectus and in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Statement present fairly the information shown contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference Commission as a part of the Registration Statement and included in the Registration Statement, the Preliminary Prospectus Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries subsidiary as of and at the dates indicated and the results of their its operations and cash flows for the periods specifiedspecified on the basis stated therein. Such financial statements comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and set forth in each of the summary financial information preliminary prospectus included in the Preliminary Prospectus Disclosure Package and the Prospectus under the captions “Summary—Summary Consolidated Financial Data”, “Selected Consolidated Financial Data” and “Capitalization” fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma financial statements of the Company and its subsidiaries subsidiary and the related notes thereto are included in each of the preliminary prospectus included in the Registration Statement, the Preliminary Prospectus Disclosure Package and the Prospectus, such pro forma financial statements and related notes Prospectus present fairly the information shown contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their its operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly, the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Prospectus Summary--Summary Combined Financial Data," "Selected Combined Financial Data" and the Prospectus "Capitalization" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any pro forma The combined financial statements of the Company and its subsidiaries and the related notes thereto are included under the caption "Prospectus Summary-Summary Combined Financial Data," "Selected Combined Financial Data" and elsewhere in the Prospectus and in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Statement present fairly the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements statements, together with the related notes thereto incorporated by reference schedules and notes, included in the Registration Statement, the Preliminary Prospectus and the Prospectus Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in all material respects in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other The financial statements are required to be included data set forth in the Registration Statement. The selected financial data Offering Memorandum under the captions “Summary—Summary Historical and the summary financial information included Adjusted Consolidated Financial Data” and “Selected Historical Consolidated Financial Data” fairly present in the Preliminary Prospectus and the Prospectus present fairly all material respects the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the ProspectusOffering Memorandum. In addition, if any The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto are included under the caption “Summary—Summary Historical and Adjusted Financial Data”, “Unaudited Pro Forma Consolidated Statement of Operations” and elsewhere in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Offering Memorandum present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements contained therein and have been properly compiled presented in all material respects on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements statements, together with the related notes thereto incorporated by reference schedules and notes, included in the Registration Statement, the Preliminary Prospectus and the Prospectus Offering Memorandum present fairly in all material respects the consolidated financial position of the Company (or its predecessor, ATD Operating Company) and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in all material respects in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other The financial statements are required to be included data set forth in the Registration Statement. The selected financial data Offering Memorandum under the captions “Summary—Summary Historical and the summary financial information included Proforma Consolidated Financial Data” and “Selected Historical Consolidated Financial Data” fairly present in the Preliminary Prospectus and the Prospectus present fairly all material respects the information shown set forth therein and have been compiled on a basis consistent in all material respects with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the ProspectusOffering Memorandum. In addition, if any The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto are included under the caption “Summary—Summary Historical and Adjusted Financial Data”, “Unaudited Pro Forma Consolidated Financial Statements” and elsewhere in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Offering Memorandum present fairly in all material respects the information shown contained therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled presented in all material respects on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements statements, together with the related notes thereto incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with United States generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements are required to be included in the Registration Statement. The selected financial data and the summary financial information included in the Preliminary Prospectus and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any pro forma financial statements of the Company and its subsidiaries and the related notes thereto are is included in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements of ASG LLC and Group, together with the related notes thereto incorporated by reference supporting schedules, included in the Registration Statement, the Preliminary Prospectus and the Prospectus Offering Memorandum present fairly in all material respects the consolidated financial position of the Company each of ASG LLC and its Group and their respective subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other The financial statements are required to be included data set forth in the Registration Statement. The selected financial data Offering Memorandum under the captions “Offering Memorandum Summary—Summary Consolidated Financial Information” and the summary financial information included in the Preliminary Prospectus and the Prospectus “Selected Historical Financial Information” fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the ProspectusOffering Memorandum. In addition, if any The pro forma consolidated condensed financial statements of the Company ASG LLC and its subsidiaries and the related notes thereto are included under the caption “Offering Memorandum Summary—Summary Consolidated Financial Information” and elsewhere in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Offering Memorandum present fairly in all material respects the information shown contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States as applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Prospectus Summary--Summary Financial and the Prospectus Other Data," "Selected Financial Data" and "Capitalization" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma financial statements of the Company and its subsidiaries and the related notes thereto are included data set forth in the Registration Statement, Prospectus under such captions and elsewhere in the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Registration Statement fairly present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled set forth therein on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Sources: Underwriting Agreement (Franchise Mortgage Acceptance Co)
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in each preliminary prospectus and the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Summary--Summary Financial Data", "Selected Financial Data" and the Prospectus "Capitalization" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma financial statements data of the Company and its subsidiaries and the related notes thereto are included under the caption "Summary--Summary Financial Data", "Selected Financial Data", "Unaudited Pro forma Combined Financial Information" and elsewhere in the Prospectus and in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Statement present fairly the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions “Prospectus Supplement Summary—Summary Consolidated Financial Data”, “Capitalization” and the Prospectus “Financial Ratios” fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma financial statements of the Company and its subsidiaries and the related notes thereto are included incorporated by reference in the Prospectus and in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Statement present fairly the information shown contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company’s ratios of earnings to fixed charges set forth in the Prospectus under the caption “Financial Ratios” and in Exhibit 12 to the Registration Statement have been calculated in compliance with Item 503(d) of Regulations S-K under the Securities Act.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries the Subsidiary as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such The financial statements comply as to form with the accounting requirements of the Securities Act Company and the Subsidiary have been prepared in conformity with generally accepted accounting principles in the United States U.S. applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Prospectus Summary--Summary Consolidated Financial Information," "Capitalization" and the Prospectus "Selected Financial Data" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any pro forma The as adjusted condensed financial statements of the Company and its subsidiaries the Subsidiary and the related notes thereto are included under the captions "Prospectus Summary--Summary Consolidated Financial Information," "Selected Financial Data" and elsewhere in the Prospectus and in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Statement present fairly the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma such financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Sources: Underwriting Agreement (Keryx Biophamaeuticals Inc)
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Selected Financial and the Prospectus Operating Information", "Capitalization" and "Selected Consolidated Financial Data" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma portfolio- based financial statements of the Company and its subsidiaries and the related notes thereto are included under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations--Results of Operations--Pro- Forma "Portfolio-Based" Earnings Data" and elsewhere in the Prospectus and in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Statement present fairly the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries Xenotech, L.P. a California limited partnership ("Xenotech, L.P.") as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Summary--Summary Financial Data," "Selected Financial Data" and the Prospectus "Capitalization" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma condensed combined financial statements of the Company and its subsidiaries Xenotech L.P. and the related notes thereto are filed with the Commission as a part of the Registration Statement and included in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements data included under the captions "Summary--Summary Financial Data" and related notes "Capitalization" and elsewhere in the Prospectus and in the Registration Statement present fairly the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.
Appears in 1 contract
Sources: Underwriting Agreement (Abgenix Inc)
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference Commission as a part of the Registration Statement and included in the Registration Statement, the Preliminary Prospectus Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries of Hormos as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. Such financial statements comply as to form with the applicable accounting requirements of the Securities Act and the Exchange Act and have been prepared in conformity with the applicable generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and set forth in each of the summary financial information included in the Preliminary Prospectus preliminary prospectus and the Prospectus under the captions "Prospectus Summary--Summary Consolidated Financial Data", "Selected Consolidated Financial Data" and "Capitalization" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma financial statements of the Company and its subsidiaries and the related notes thereto are included in each of the preliminary prospectus and the Prospectus and in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Statement present fairly the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together with the related notes thereto included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus Offering Memorandum present fairly the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other The financial statements are required to be included data set forth in the Registration Statement. The selected financial data Offering Memorandum under the captions “Summary—Summary Consolidated Financial Information,” “Selected Consolidated Financial Information” and the summary financial information included in the Preliminary Prospectus and the Prospectus “Capitalization” fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, Offering Memorandum. The Company’s ratios of earnings to fixed charges set forth in the Preliminary Prospectus and Offering Memorandum have been calculated in compliance with Item 503(d) of Regulation S-K under the ProspectusSecurities Act. In addition, if any The pro forma financial statements data of the Company and its subsidiaries and the related notes thereto are included incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Offering Memorandum present fairly the information shown contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements data and have has been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Sources: Purchase Agreement (Maxtor Corp)
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their its operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Prospectus Summary--Summary Financial Data", "Selected Financial Data" and the Prospectus "Capitalization" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma financial statements of the Company and its subsidiaries and the related notes thereto are included under the caption "Prospectus Summary--Summary Financial Data", "Selected Financial Data" and elsewhere in the Prospectus and in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Statement present fairly the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S- X.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Prospectus Summary--Summary Consolidated Financial Data", "Capitalization," "Dilution," "Selected Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in the Prospectus and in the Prospectus Registration Statement fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma financial statements of the Company and its subsidiaries and the related notes thereto are included under the captions "Prospectus Summary--Summary Consolidated Financial Data," "Capitalization," "Dilution," "Selected Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in the Prospectus and in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes Statement present fairly the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together filed with the related notes thereto incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries and Team Alliance Technology Partners, L.P. ("Team Alliance") as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus under the captions "Prospectus Summary--Summary Consolidated and the Prospectus Pro Forma Consolidated Financial Data", "Selected Consolidated and Pro Forma Consolidated Financial Data" and "Capitalization" fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto are included in under the Registration Statement, the Preliminary caption "Prospectus Summary--Summary Consolidated and the Prospectus, such pro forma financial statements Pro Forma Consolidated Financial Data" and related notes "Selected Consolidated and Pro Forma Consolidated Financial Data" present fairly the information shown contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Sources: Underwriting Agreement (Hall Kinion & Associates Inc)
Preparation of the Financial Statements. The financial statements together with the related notes thereto included or incorporated by reference in the Registration Statement, the Preliminary Prospectus General Disclosure Package and the Prospectus Prospectus, together with the related notes and schedules, and the interactive data in eXtensible Business Reporting Language (“XBRL”) included or incorporated by reference in the Registration Statement, comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the consolidated financial position of the Company Parent and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Any supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and any supporting schedules have been prepared in conformity with generally accepted accounting principles principles, as applied in the United States States, (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data and the summary financial information included set forth in the Preliminary Prospectus Registration Statement, the General Disclosure Package and the Prospectus under the captions “Selected Historical Financial Information,” “Ratio of Earnings to Fixed Charges” and “Capitalization of JMP Group LLC” and elsewhere in the Registration Statement, the General Disclosure Package and the Prospectus fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any pro forma financial statements of the Company and its subsidiaries and the related notes thereto are included in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract
Preparation of the Financial Statements. The financial statements together with the related notes thereto thereto, incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements are required to be included in the Registration Statement. The selected financial data and the summary financial information included in the Preliminary Prospectus and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any pro forma financial statements of the Company and its subsidiaries and the related notes thereto are included in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
Appears in 1 contract