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This excerpt taken from the HPQ 8-K filed May 28, 2009. (ii) they have:(A) read the unaudited consolidated financial statements of the Company for February and March of both 2009 and 2008, such information being incomplete in that it omits certain disclosures; and(B) inquired of the Company’s management who have responsibility for financial and accounting matters as to whether the unaudited consolidated condensed financial statements referred to in (A) are stated on a basis substantially consistent with that of the audited consolidated financial statements incorporated by reference in the Registration Statement(iii) they have read the minutes of the meetings of the stockholders, board of directors, Audit Committee and Compensation Committee or obtained a summary of topics discussed at such meetings for the period subsequent to the date of the most recent audited financial statements incorporated by reference in the Registration Statement;(iv) they have performed certain other procedures as a result of which they determined that the information described in a schedule to be delivered to the Representatives on behalf of the Underwriters of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information that has been obtained from accounting records which are subject to controls over financial reporting or
13 which has been derived directly from such accounting records by analysis or computation) set forth in the Registration Statement, as amended, the Final Prospectus, as amended or supplemented, and in Exhibit 12 to the Registration Statement (including selected accounting, financial or statistical information included or therein), agrees with accounting records or schedules made from such accounting records which are subject to controls over financial reporting or which has been derived directly from such accounting records by analysis or computation.(f) Subsequent to the respective dates of which information is given in the Registration Statement, Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement on or after the Execution Time), there shall not have been (i) any material change in the capital stock (other than upon exercise of outstanding stock options) or any significant increase in long-term debt of the Company or its subsidiaries, taken as a whole, or (ii) any material adverse change, or any development involving a prospective material adverse change, in or affecting the financial condition, earnings, business or properties of the Company and its subsidiaries, taken as a whole, the effect of which, in any case referred to in clause (i) or (ii) above, is, in the judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the public offering, sale or the delivery of the Securities as contemplated by the Registration Statement, the Disclosure Package and the Final Prospectus.(g) Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request.(h) Subsequent to the Execution Time, there shall not have been any decrease in the ratings of any of the Securities by Moody’s Investor’s Service, Inc. (“Moody’s”) or Standard & Poor’s Corporation (“S&P”) and neither Moody’s nor S&P shall have publicly announced that it has placed any of the Securities on a credit watch with negative implications, except as disclosed prior to the Execution Time.If any of the conditions specified in this Section 5 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representatives and their counsel, this Agreement and all obligations of the Underwriters hereunder may be terminated at, or at any time prior to, the Closing Date by the Representatives. Notice of such termination shall be given to the Company in writing or by telephone or facsimile confirmed in writing.
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