Pro Forma Consolidated Financial Statements Sample Clauses

Pro Forma Consolidated Financial Statements. At least ten (10) days prior to the Closing, the Parties shall deliver to Trist pro forma consolidated financial statements for the Parties, and pro forma consolidated financial statements for the Parties and Trist giving effect to the Transaction, for such periods as required by the SEC to be included in the Transaction Form 8-K or any other report or form required to be filed with the SEC at or after Closing with respect to the Transaction, all prepared in all material respects with the published rules and regulations of the SEC and in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (the “Pro Forma Financial Statements”). The Pro Forma Financial Statements shall have been reviewed by an independent accountant registered with the Public Company Accounting Oversight Board retained by Trist and shall be in a format acceptable for inclusion on the Transaction 8-K.

Pro Forma Consolidated Financial Statements. Prior to the Closing, the parties shall deliver to Acquiror pro forma consolidated financial statements for the parties, and pro forma consolidated financial statements for the parties and Acquiror giving effect to the transaction contemplated hereunder, for such periods as required by the SEC to be included in the Transaction Form 8-K or any other report or form required to be filed with the SEC at or after Closing with respect to the Transaction, all prepared in all material respects with the published rules and regulations of the SEC and in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (the “ Pro Forma Financial Statements “). The Pro Forma Financial Statements shall have been reviewed by an independent accountant registered with the Public Company Accounting Oversight Board retained by the Company and shall be in a format acceptable for inclusion on the Transaction 8-K.

Pro Forma Consolidated Financial Statements. The Administrative Agent shall have received a pro forma Consolidated quarterly balance sheet as of October 5, 2003 for the Borrower and its Subsidiaries giving effect to the closing hereof, the consummation of the Sale-Leaseback Facility and the issuance of the Senior Subordinated Notes, all in form and substance satisfactory to the Administrative Agent.

Pro Forma Consolidated Financial Statements. At least 10 days prior to the Closing, the Saleen Parties shall deliver to W270 pro forma consolidated financial statements for Saleen Holdings and W270 giving effect to the transactions contemplated by this Agreement, for such periods as required by the SEC to be included in the Transaction Form 8-K or any other report or form required to be filed with the SEC at or after Closing with respect to the transactions contemplated by this Agreement, all prepared in all material respects with the published rules and regulations of the SEC and in accordance with GAAP applied on a consistent basis throughout the periods involved (the “Pro Forma Financial Statements”). The Pro Forma Financial Statements shall have been reviewed by an independent accountant registered with the Public Company Accounting Oversight Board retained by W270 and shall be in a format acceptable for inclusion on the Transaction 8-K.

Pro Forma Consolidated Financial Statements. Note 1 — Basis of Presentation The historical consolidated financial statements have been adjusted in the unaudited pro forma consolidated financial statements to give effect to pro forma events that are (1) directly attributable to the sale of Denville and the acquisition of DSI, (2) factually supportable and (3) with respect to the unaudited pro forma consolidated statements of operations, expected to have a continuing impact on the combined results following the aforementioned transactions. The business combination was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. As the acquirer for accounting purposes, the Company has estimated the fair value of DSI’s assets acquired and liabilities assumed and conformed the accounting policies of DSI to its own accounting policies. The unaudited pro forma consolidated financial statements do not necessarily reflect what the combined company’s financial condition or results of operations would have been had the acquisition and divestiture occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma financial information does not reflect the realization of any expected cost savings or other synergies from the acquisition of DSI as a result of restructuring activities and other planned cost savings initiatives following the completion of the business combination. Note 2 — Financing As described above, as well as in the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2018, on January 31, 2018, the Company entered into the Financing Agreement. The Financing Agreement comprised of a $64.0 million term loan and up to a $25.0 million revolving line of credit. The proceeds of the term loan and $4.8 million of advances under the revolving line of credit were used to fund a portion of the DSI acquisition, and to pay fees and expenses related thereto. In addition, the revolving facility is available for use by the Company and its subsidiaries for general corporate and working capital needs, and other purposes to the extent permitted by the Financing Agreement. The Senior Secured Credit Facilities have a maturity of five years. At the closing date of the Financing Agreement...

Pro Forma Consolidated Financial Statements. This adjustment represents the receipt of cash consideration at the closing of the transaction.

Pro Forma Consolidated Financial Statements. At least ten (10) days prior to the Closing, Phototron shall deliver to CLG pro forma consolidated financial statements for the Parties giving effect to the transactions contemplated by this Agreement, for such periods as required by the SEC to be included in the Transaction Form 8-K or any other report or form required to be filed with the SEC at or after the Closing with respect to the transactions contemplated by this Agreement, all prepared in all material respects with the published rules and regulations of the SEC and in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (the “Pro Forma Financial Statements”). The Pro Forma Financial Statements shall have been reviewed by the Accountant and shall be in a format acceptable for inclusion on the Transaction 8-K.

Pro Forma Consolidated Financial Statements. The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower and its Subsidiaries for, and as of the end of, the four-quarter period most recently ended prior to the Closing Date for which financial statements are required hereunder after giving pro forma effect to the Emergence and any other material transactions effected during or subsequent to such period.

Pro Forma Consolidated Financial Statements. (a) To Accent's knowledge, the unaudited pro forma consolidated financial statements of Accent at and as of June 30, 1999 attached as Schedule 5.16 hereto presents fairly and in all material respects, in conformity with generally accepted accounting principles applied on a consistent basis (except as may be indicated in the notes thereto), the financial position of Accent as of the date of such statements. (b) The pro forma consolidated financial statements have been prepared for purposes of this Agreement only and are based on certain assumptions and estimates, some or all of which may not materialize or may not materialize at the times stated. Actual results may vary from those estimated, and such variances could be material.