Additional Information and Rights. (a) The Company will deliver the reports and information described below in this Section 2.2 to each Significant Holder: (i) As soon as practical after the end of each month and in any event within thirty (30) days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such month and consolidated statements of income and cash flows of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principles consistently applied, together with a comparison of such statements to the corresponding periods of the prior fiscal year, subject to changes resulting from normal year-end audit adjustments, except that such financial statements need not contain the notes required by generally accepted accounting principles. (ii) Annually (and in any event no later than ten (10) days after adoption by the Board of Directors of the Company) the budget of the Company, in the form approved by its Board of Directors, which operating plan shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year, a projected balance sheet as of the end of each fiscal quarter in such fiscal year and proposed management incentives for the fiscal year (the "Budget"). (iii) With reasonable promptness, all press releases issued by the Company or any subsidiary, any filings made with the Commission by the Company or any subsidiary, and such other data and information as from time to time may be reasonably requested by any Holder or such other data as the Company may from time to time furnish to any of the holders of its securities. (b) The provisions of Section 2.1 and this Section 2.2 shall not be in limitation of any rights which any Holder or Significant Holder may have with respect to the books and records of the Company and its subsidiaries, or to inspect their properties or discuss their affairs, finances and accounts, under the laws of the jurisdictions in which they are incorporated. (c) Anything in Article 2 to the contrary notwithstanding, no Holder by reason of this Agreement shall have access to any trade secrets or classified information of the Company. Each Holder hereby agrees to hold in confidence and trust and not to misuse or disclose any confidential information provided pursuant to this Section 2.2. The Company shall not be required to comply with this Section 2.2 in respect of any Holder whom the Company reasonably determines to be, directly or indirectly, a competitor or an officer, employee, director or greater than two percent (2%) stockholder of a competitor. (d) In lieu of the financial information required pursuant to Section 2.1, copies of the Company's annual reports on Form 10-K or Form 10-KSB and its quarterly reports on Form 10-Q or Form 10-QSB, respectively, may be provided to the Significant Holders.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Galen Partners Iii L P), Investors' Rights Agreement (Specialized Health Products International Inc)
Additional Information and Rights. (a) The Company will permit any Investor or its representative, so long as such Investor or its representative either (i) owns at least 50,000 shares of Restricted Securities (subject to subsequent adjustment for stock splits, stock dividends, reverse stock splits, recapitalizations and the like) or (ii) represents that it is a "venture capital operating company" for purposes of Department of Labor Regulation Section 2510.3-101 (each, a "Significant Holder"), and provided such Investor is not reasonably identified by the Board of Directors of the Company as a competitor of the Company, to visit and inspect any of the properties of the Company, including its books of account and other records (and make copies thereof and take extracts therefrom), and to discuss its affairs, finances and accounts with the Company's officers and its independent public accountants, all at such reasonable times and as often as any such person may reasonably request.
(b) The Company will deliver the reports and information described below in this Section 2.2 to each Significant Holder:
(i) As soon as practical after the end of each month and in any event within thirty (30) days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such month and consolidated statements of income and cash flows of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principles consistently applied, together with a comparison of such statements to the corresponding periods of the prior fiscal year, subject to changes resulting from normal year-end audit adjustments, except that such financial statements need not contain the notes required by generally accepted accounting principles.
(ii) Annually (and in any event no later than ten (10) days after adoption by the Board of Directors of the Company) the budget financial plan of the Company, in the such manner and form as approved by its the Board of DirectorsDirectors of the Company, which operating financial plan shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year, year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year year. Any material changes in such financial plan shall be delivered to each Significant Holder as promptly as practicable after such changes have been approved by the Board of Directors of the Company.
(ii) With reasonable promptness, such other information and proposed management incentives for data with respect to the fiscal year (the "Budget")Company and its subsidiaries as any such person may from time to time reasonably request.
(iii) With reasonable promptnessAs soon as practicable after transmission or occurrence and in any event within ten (10) days thereof, all press releases issued copies of any response or communications delivered to any class of the Company's security holders or broadly to the financial community, including any filings by the Company with any securities exchange, the Securities and Exchange Commission or any subsidiarythe National Association of Securities Dealers, any filings made with the Commission by the Company or any subsidiary, and such other data and information as from time to time may be reasonably requested by any Holder or such other data as the Company may from time to time furnish to any of the holders of its securities.Inc.
(bc) The provisions of Section 2.1 and this Section 2.2 shall not be in limitation of any rights which any Holder Investor or Significant Holder may have with respect to the books and records of the Company and its subsidiaries, or to inspect their properties or discuss their affairs, finances and accounts, under the laws of the jurisdictions in which they are incorporated.
(cd) Anything in Article Section 2 to the contrary notwithstanding, no Investor or Significant Holder by reason of this Agreement shall have access to any trade secrets or classified confidential information of the Company. Each Significant Holder hereby agrees to hold in confidence and trust and not to misuse or disclose any confidential information provided pursuant to this Section 2.22.2 or obtained pursuant to Section 2.12. The Company shall not be required Notwithstanding the foregoing sentence, a Significant Holder may disclose confidential information obtained pursuant to comply with this Section 2.2 in respect of any Holder whom or Section 2.12 if the Company reasonably determines has previously made such information available to bethe public generally or if required by law or regulation or to assert a claim or defense, directly or indirectly, a competitor provided the Company is given reasonable advance notice of the intended disclosure and an opportunity to seek confidential treatment or an officer, employee, director or greater than two percent (2%) stockholder of a competitorappropriate court order preventing public disclosure.
(de) In From the date the Company becomes subject to the reporting requirements of the Exchange Act (which shall include any successor federal statute), and in lieu of the financial information required pursuant to Section 2.1Sections 2.1 and 2.2, copies of the Company's its annual reports on Form 10-K or Form 10-KSB and its quarterly reports on Form 10-Q or Form 10-QSBQ, respectively, .
(f) Each Investor who represents to the Company that it is a "venture capital operating company" for purposes of Department of Labor Regulation Section 2510.3-101 shall in addition have the right to consult with and advise the officers of the Company as to the management of the Company.
(g) The information and other rights granted to an Investor under Section 2.1 and 2.2 may be transferred or assigned by an Investor in connection with the transfer of Restricted Securities, provided that the Company is given written notice at the time of or within a reasonable time after said transfer or assignment, stating the name and address of the transferee or assignee and identifying the securities with respect to which such rights are being transferred or assigned, and, provided further, that the Significant Holderstransferee or assignee of such rights is not reasonably deemed to be a competitor of the Company; and provided further that such transferee acquires at least 50,000 shares of Restricted Securities (as presently constituted and subject to subsequent adjustment for stock splits, stock dividends, reverse stock splits, recapitalizations and the like) or all remaining shares held by any Investor.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Zapme Corp), Investors' Rights Agreement (Zapme Corp)
Additional Information and Rights. (a) The Company will deliver the reports and information described below in this Section 2.2 to each Significant Holder:
(i) As soon as practical after the end of each month and in any event within thirty (30) days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such month and consolidated statements of income and cash flows of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principles consistently applied, together with a comparison of such statements to the corresponding periods of the prior fiscal year, subject to changes resulting from normal year-end audit adjustments, except that such financial statements need not contain the notes required by generally accepted accounting principles.
(ii) Annually (and in any event no later than ten (10) days after adoption by the Board of Directors of the Company) the budget of the Company, in the form approved by its Board of Directors, which operating plan shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year, a projected balance sheet as of the end of each fiscal quarter in such fiscal year and proposed management incentives for the fiscal year (the "Budget").
(iii) With reasonable promptness, all press releases issued by the Company or any subsidiary, any filings made with the Commission by the Company or any subsidiary, and such other data and information as from time to time may be reasonably requested by any Holder or such other data as the Company may from time to time furnish to any of the holders of its securities.
(b) The provisions of Section 2.1 and this Section 2.2 shall not be in limitation of any rights which any Holder or Significant Holder may have with respect to the books and records of the Company and its subsidiaries, or to inspect their properties or discuss their affairs, finances and accounts, under the laws of the jurisdictions in which they are incorporated.
(c) Anything in Article 2 to the contrary notwithstanding, no Holder by reason of this Agreement shall have access to any trade secrets or classified information of the Company. Each Holder hereby agrees to hold in confidence and trust and not to misuse or disclose any confidential information provided pursuant to this Section 2.2. The Company shall not be required to comply with this Section 2.2 in respect of any Holder whom the Company reasonably determines to be, directly or indirectly, a competitor or an officer, employee, director or greater than two percent (2%) stockholder of a competitor.
(d) In lieu of the financial information required pursuant to Section 2.1, copies of the Company's annual reports on Form 10-K or Form 10-KSB and its quarterly reports on Form 101O-Q or Form 10-QSBQ, respectively, may be provided to the Significant Holders.
Appears in 2 contracts
Samples: Registration Rights Agreement (Ivy Orthopedic Partners LLC), Series a Preferred Stock Purchase Agreement (Encore Medical Corp)
Additional Information and Rights. The Company will, for any Purchaser which owns any Shares or 10% or more of the Conversion Shares, Warrant Shares or Exchange Notes:
(a) The Permit such Purchaser (or its designated representative) to visit and inspect any of the properties of the Company will deliver and its Subsidiaries, including its books of account, and to discuss its affairs, finances and accounts with the Company's and its Subsidiaries' officers and its independent public accountants, all at such reasonable times and as often as any such party may reasonably request. Any such Purchaser shall give not less than two (2) business days notice of any such visitation or inspection and such visitation or inspection shall be performed in a reasonable manner and with due regard to the proprietary and confidential nature of any information received by it.
(b) Deliver the reports and information data described below in this Section 2.2 to each Significant Holdersuch Purchaser:
(i) As soon At such Purchaser's request, at such time as practical after such information is delivered to the end Company's Board of each month and in any event within thirty (30) days thereafterDirectors, all monthly financial statements delivered to the Company's Board of Directors, including, without limitation, a consolidated balance sheet of the Company and its subsidiariesSubsidiaries, if any, as at the end of such month month, and consolidated statements of income operations, accumulated earnings and cash flows of the Company and its subsidiariesSubsidiaries, if any, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustmentsmonth, prepared in accordance with generally accepted accounting principles consistently applied; provided that if the Company does not prepare the foregoing financial statements within thirty (30) days after the end of any fiscal month, together the Company agrees to make its records available and to make Company management available for consultation with a comparison of the Purchasers and/or their agents or consultants in order that the Purchasers shall be able, at their own expense, to develop or complete such statements financial statements. In the event that the Company wishes to the corresponding periods of the prior fiscal year, subject to changes resulting from normal year-end audit adjustments, except that use such financial statements need not contain developed by the notes required by generally accepted accounting principlesPurchasers, the Purchasers may charge the Company a reasonable consulting fee therefor.
(ii) Annually Make best efforts to deliver sixty (60) days or more before the commencement of its fiscal year the Company's budget and its operating plan (the "Annual Budget") approved by the Board indicating, among other things, quarterly income statements, balance sheets and cash flow statements for the next fiscal year, plans for incurring indebtedness and projections regarding other sources of funds; any material changes in such financial plan shall be submitted as promptly as practicable after such changes have been approved by the Board; provided that if the Company does not prepare an Annual Budget by 60 days before the commencement of its fiscal year or notifies the Purchasers that it does not intend to do so, the Company agrees to make the Company's records available and to make Company management available for consultation with the Purchasers and/or their agents or consultants in order that the Purchasers shall be able, at their own expense, to develop or complete such Annual Budget. In the event that the Company wishes to use such Annual Budget developed by the Purchasers, the Purchasers may charge the Company a reasonable consulting fee therefor.
(iii) As soon as available, information and data on any material adverse changes in or any event no later than or condition which materially adversely affects or could materially adversely affect the business, operations, properties or plans of the Company;
(iv) Immediately upon becoming aware of any condition or event which constitutes a breach of this Agreement, the Financing Documents or any agreement contemplated hereby or thereby, written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto; and
(v) With reasonable promptness, such other information and data with respect to the Company and its Subsidiaries as any such party may from time to time reasonably request.
(c) Hold meetings of its Directors at least quarterly and provide ten (10) days after adoption notice in writing of such meetings and in any event such Purchaser shall receive notice no less favorable than any other outside director (provided, however, that in the case of emergency, the Purchaser shall be given no less than 2 hours notice and permitted to participate by telephone) and, if such Purchaser does not have a representative on the Board of Directors and holds at least 16,000 of the Shares or Exchange Notes received in exchange therefor, will permit such Purchaser to send a representative (without voting rights and subject to such representative executing a confidentiality agreement in a form to be provided by the Company) to each meeting of the Board of Directors of the Company) the budget of the Company, in the form approved by its Board of Directors, which operating plan shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year, a projected balance sheet as of the end of each fiscal quarter in such fiscal year and proposed management incentives for the fiscal year (the "Budget").
(iii) With reasonable promptness, all press releases issued by the Company or any subsidiary, any filings made with the Commission by the Company or any subsidiary, and such other data and information as from time to time may be reasonably requested by any Holder or such other data as the Company may from time to time furnish to any of the holders of its securities.
(b) The provisions of Section 2.1 and this Section 2.2 shall not be in limitation of any rights which any Holder or Significant Holder may have with respect to the books and records of the Company and its subsidiaries, or to inspect their properties or discuss their affairs, finances and accounts, under the laws all committees of the jurisdictions in which they are incorporatedsuch Board.
(c) Anything in Article 2 to the contrary notwithstanding, no Holder by reason of this Agreement shall have access to any trade secrets or classified information of the Company. Each Holder hereby agrees to hold in confidence and trust and not to misuse or disclose any confidential information provided pursuant to this Section 2.2. The Company shall not be required to comply with this Section 2.2 in respect of any Holder whom the Company reasonably determines to be, directly or indirectly, a competitor or an officer, employee, director or greater than two percent (2%) stockholder of a competitor.
(d) In lieu of the financial information required pursuant to Section 2.1, copies of the Company's annual reports on Form 10-K or Form 10-KSB and its quarterly reports on Form 10-Q or Form 10-QSB, respectively, may be provided to the Significant Holders.
Appears in 2 contracts
Samples: Series a Preferred Stock and Warrant Purchase Agreement (Visalia Trust), Series a Preferred Stock and Warrant Purchase Agreement (Telantis Venture Partners v Inc)
Additional Information and Rights. The Company and Subsidiary will, for any such Purchaser:
(a) The Permit such Purchaser (or its designated representative) to visit and inspect any of the properties of the Company, Subsidiary and their other subsidiaries including its books of account, and to discuss its affairs, finances and accounts with the Company's, Subsidiary's and their other subsidiaries' officers and its independent public accountants, all during ordinary business hours upon reasonable prior written notice to the Company will deliver and as often as any such party may reasonably request. Any such visitation or inspection shall be performed in a reasonable manner with a minimum of disruption to the Company's and Subsidiary's business and with due regard to the proprietary and confidential nature of any information received by it.
(b) Deliver the reports and information data described below in this Section 2.2 to each Significant Holdersuch Purchaser:
(i) As soon as practical available (but in any event before the commencement of its fiscal year except in the case of the Annual Plan for fiscal year 2001 which shall be delivered no later than at Closing) the Company's consolidated capital and operating expense budgets and its operating plan (the "Annual Plan") approved by the Board indicating, among other things, monthly income statements, balance sheets and cash flow statements for the next fiscal year, all itemized in reasonable detail, together with the underlying assumptions therefor, plans for incurring indebtedness and projections regarding other sources of funds; any material changes in such financial plan shall be submitted as promptly as practicable after such changes have been approved by the Board;
(ii) As soon as available, information and data on any material adverse changes in or any event or condition which has or could have a Material Adverse Effect;
(iii) Immediately upon becoming aware of any condition or event which constitutes a breach of this Agreement, the Financing Documents or any agreement contemplated hereby or thereby, written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto;
(iv) With reasonable promptness, copies of audit response letters, accountants' management letters and any other written reports submitted to the Company by its independent public accountants in connection with an annual or interim audit of the books of the Company, Subsidiary or any of their other subsidiaries;
(v) Such other information and data with respect to the Company, Subsidiary and their other subsidiaries as any such party may from time to time reasonably request;
(vi) Promptly after the end commencement thereof, notice of all actions, suits, claims, proceedings, investigations and inquiries of the type described in Section 3.12 that could have a Material Adverse Effect;
(vii) Promptly upon sending, making available or filing the same, all press releases, reports and financial statements that the Company Subsidiary or any of their other subsidiaries, sends or makes available to its stockholders or directors or files with the Commission;
(viii) At the time of delivery to the Company's Board, reports, minutes, consents, waivers or such other information substantially similar to such reports, minutes, consents, waivers or other information delivered to the members of the Company's Board (such obligation being satisfied by delivery to such Purchasers' Board representative, if such Purchaser has a Board representative, for signature or consent) provided that each month Purchaser understands that it could be subject to fines, penalties and other liabilities under applicable securities laws in the event of trading in the Company's securities while in the possession of any material, non-public information concerning the Company and agrees to abide by these legal prohibitions on tipping and trading and each Purchaser agrees to maintain the confidentiality of such information in accordance with its applicable nondisclosure agreement with the Company;
(ix) Promptly, from time to time, such other information regarding the business, prospects, financial condition, operations, property or affairs of the Company, Subsidiary and their other subsidiaries as such Purchaser reasonably may request; and
(x) As soon as available and in any event within thirty (30) days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as at after the end of such month each fiscal quarter, commencing with the quarter ending December 31, 2000, the Company will deliver to each Purchaser, unaudited balance sheets and consolidated statements of income and cash flows of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principles consistently applied, together with a comparison of such statements to the corresponding periods of the prior fiscal year, subject to changes resulting from normal year-end audit adjustments, except that such financial statements need not contain the notes required by generally accepted accounting principles.
(ii) Annually (and in any event no later than ten (10) days after adoption by the Board of Directors of the Company) the budget of the Company, in the form approved by its Board of Directors, which operating plan shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year, a projected balance sheet Subsidiary as of the end of each fiscal quarter in such fiscal year quarter, as well as summary information as to backlog and proposed management incentives for the fiscal year (the "Budget").
(iii) With reasonable promptnessbookings as of such quarter-end, all press releases issued certified by the Company treasurer or any subsidiary, any filings made with the Commission by the Company chief financial officer (or any subsidiary, and such other data and information as from time to time may be reasonably requested by any Holder or such other data as the Company may from time to time furnish to any of the holders of its securities.
(bofficer acting in a similar capacity) The provisions of Section 2.1 and this Section 2.2 shall not be in limitation of any rights which any Holder or Significant Holder may have with respect to the books and records of the Company to be true and its subsidiariescorrect and to have been prepared in accordance with GAAP, or to inspect their properties or discuss their affairsas defined in Section 9 hereof, finances and accounts, under consistently applied (except for changes in the laws application of the jurisdictions in which they are incorporated.
(c) Anything in Article 2 to the contrary notwithstanding, no Holder such principles that have been approved by reason of this Agreement shall have access to any trade secrets or classified information of the Company. Each Holder hereby agrees to hold in confidence and trust and not to misuse or disclose any confidential information provided pursuant to this Section 2.2. The Company shall not be required to comply with this Section 2.2 in respect of any Holder whom the Company reasonably determines to be, directly or indirectly, a competitor or an officer, employee, director or greater than two percent (2%) stockholder of a competitor.
(d) In lieu of the financial information required pursuant to Section 2.1, copies of the Company's annual reports on Form 10-K or Form 10-KSB and its quarterly reports on Form 10-Q or Form 10-QSBBoard), respectively, may be provided subject to the Significant Holdersabsence of footnotes and to adjustments consisting of normal year-end accruals, the effect of which, both individually and in the aggregate, is not material.
Appears in 1 contract
Samples: Series C Preferred Stock and Warrant Purchase Agreement (Softlock Com Inc)
Additional Information and Rights. (a) The Company will deliver the reports and information described below in this Section 2.2 to each Significant Holder:
(i) As soon as practical after the end of each month and in any event within thirty (30) days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such month and consolidated statements of income and cash flows of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principles consistently applied, together with a comparison of such statements to the corresponding periods of the prior fiscal year, subject to changes resulting from normal year-end audit adjustments, except that such financial statements need not contain the notes required by generally accepted accounting principles.
(ii) Annually (and in any event no later than ten (10) days after adoption by the Board of Directors of the Company) the budget of the Company, in the form approved by its Board of Directors, which operating plan shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year, year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year and proposed management incentives for the fiscal year (the "Budget").. ------
(iii) With reasonable promptness, all press releases issued by the Company or any subsidiary, any filings made with the Commission by the Company or any subsidiary, and such other data and information as from time to time may be reasonably requested by any Significant Holder or such other data as the Company may from time to time furnish to any of the holders of its securities.
(b) The provisions of Section 2.1 and this Section 2.2 shall not be in limitation of any rights which any Holder Investor or Significant Holder may have with respect to the books and records of the Company and its subsidiaries, or to inspect their properties or discuss their affairs, finances and accounts, under the laws of the jurisdictions in which they are incorporated.
(c) Anything in Article 2 to the contrary notwithstanding, no Holder Investor by reason of this Agreement shall have access to any trade secrets or classified information of the Company. Each Holder Investor hereby agrees to hold in confidence and trust and not to misuse or disclose any confidential information provided pursuant to this Section 2.2. The Company shall not be required to comply with this Section 2.2 in respect of any Holder Investor whom the Company reasonably determines to be, directly or indirectly, a competitor or an officer, employee, employee or director or greater than two fifteen percent (215%) stockholder of a competitor.
(d) In lieu of the financial information required pursuant to Section 2.1, copies of the Company's annual reports on Form 10-K or Form 10-KSB and its quarterly reports on Form 101O-Q or Form 10-QSBQ, respectively, may be provided to the Significant Holders.
Appears in 1 contract
Additional Information and Rights. (a) The Company will permit any Investor, so long as such Investor or its representative (treating all the JAFCO Funds as a single Investor) owns at least 500,000 Shares, or such number of shares of Common Stock issued upon conversion of 500,000 or more Shares, or any combination thereof (as presently constituted and subject to subsequent adjustment for stock splits, stock dividends, reverse stock splits, recapitalizations and the like) (a "Significant Holder") (or a representative of any Significant Holder) to visit and inspect any of the properties of the Company, including its books of account and other records (and make copies thereof and take extracts therefrom), and to discuss its affairs, finances and accounts with the Company's officers and its independent public accountants, all at such reasonable times and as often as any such person may reasonably request.
(b) Until the earlier to occur of (i) the date on which the Company is subject to the reporting requirements of Sections 13(a) or 15(d) of the Exchange Act, or (ii) the date on which quotations for the Common Stock of the Company are reported by the automated quotations systems operated by the National Association of Securities Dealers, Inc., or by an equivalent quotations system, the Company will deliver the reports and information described below in this Section 2.2 to each Significant Holder:
(i) As soon as practical after the end of each month and in any event within thirty (30) days thereafter, thereafter a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such month and consolidated statements of income and cash flows of sources and applications of funds of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principles consistently appliedapplied and certified by the principal financial or accounting officer of the Company, together with a comparison of such statements to the corresponding periods of the prior fiscal year, subject year and to changes resulting from normal year-end audit adjustments, except that such financial statements need not contain the notes required by generally accepted accounting principles.
(ii) Annually (and in any event no later than ten (10) days after adoption by the Board of Directors of the Company) the budget of the Company, 's operating plan then in the form effect and approved by its Board of Directors, which operating plan shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year, a projected balance sheet as of the end of each fiscal quarter in such fiscal year and proposed management incentives for the fiscal year (the "Budget").
(iii) With reasonable promptness, all press releases issued by the Company or any subsidiary, any filings made with the Commission by the Company or any subsidiary, and such other data and information as from time to time may be reasonably requested by any Holder or such other data as the Company may from time to time furnish to any of the holders of its securities.
(bc) The provisions of Section 2.1 and this Section 2.2 shall not be in limitation of any rights which any Holder or Significant Holder may have with respect to the books and records of the Company and its subsidiaries, or to inspect their properties or discuss their affairs, finances and accounts, under the laws of the jurisdictions in which they are incorporated.
(cd) Anything in Article Section 2 to the contrary notwithstanding, no Holder or Significant Holder by reason of this Agreement shall have access to any trade secrets or classified information of the Company. Each Significant Holder hereby agrees to hold in confidence and trust and not to misuse or disclose any confidential information provided pursuant to this Section 2.2. The Company shall not be required to comply with this Section 2.2 in respect of any Holder whom the Company reasonably determines to be, directly or indirectly, a competitor or an officer, employee, director or greater than two percent (2%) stockholder of a competitor.
(de) In lieu Each Holder who represents to the Company that it is a "venture capital operating company" for purposes of Department of Labor Regulation Section 2510.3-101 shall in addition have the right to consult with and advise the officers of the financial information required pursuant Company as to Section 2.1, copies the management of the Company's annual reports on Form 10-K or Form 10-KSB and its quarterly reports on Form 10-Q or Form 10-QSB, respectively, may be provided to the Significant Holders.
Appears in 1 contract
Additional Information and Rights. (a) The Company will permit any Holder, so long as such Holder (or its representative) owns at least 250,000 Shares, or such number of shares of Common Stock issued upon conversion of 250,000 or more Shares, or any combination thereof (as presently constituted and subject to subsequent adjustment for stock splits, stock dividends, reverse stock splits, recapitalizations and the like) and to each Holder which represents that it is a "venture capital operating company" for purposes of Department of Labor Regulation Section 2510.3-101, who requests them (a Significant Holder'') (or a representative of any Significant Holder) to visit and inspect any of the properties of the Company, including its books of account and other records (and make copies thereof and take extracts therefrom), and to discuss its affairs, finances and accounts with the Company's officers and its independent public accountants, all at such reasonable times and as often as any such person may reasonably request.
(b) The Company will deliver the reports and information described below in this Section 2.2 to each Significant Holder:
(i) As soon as practical after the end of each month and in any event within thirty (30) days thereafter, thereafter a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such month and consolidated statements of income and cash flows of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principles consistently appliedapplied and certified by the principal financial or accounting officer of the Company, together with a comparison of such statements to the corresponding periods of the prior fiscal year, subject year and to changes resulting from normal year-end audit adjustments, except that such financial statements need not contain the notes required Company's operating plan then in effect and approved by generally accepted accounting principlesits Board of Directors.
(ii) Annually (and but in any event no later than ten within forty-five (1045) days after adoption the commencement of fiscal year 1998 and at least thirty (30) days prior to the commencement of each fiscal year of the Company thereafter) the financial plan of the Company, in such manner and form as approved by the Board of Directors of the Company) the budget of the Company, in the form approved by its Board of Directors, which operating financial plan shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year, year and a projected balance sheet as of the end of each such fiscal quarter year. Any material changes in such fiscal year and proposed management incentives for business plan shall be submitted as promptly as practicable after such changes have been approved by the fiscal year (Board of Directors of the "Budget")Company.
(iii) With reasonable promptness, all press releases issued by such other information and data with respect to the Company or and its subsidiaries as any subsidiary, any filings made with the Commission by the Company or any subsidiary, and such other data and information as from time to time may be reasonably requested by any Holder or such other data as the Company person may from time to time furnish to any of reasonably request, provided that the holders of its securitiesCompany possesses such information or may obtain such information without unreasonable expense.
(biv) As soon as practicable after the end of each fiscal year and in any event within ninety (90) days thereafter, (i) a report from the Company reporting on compliance with the terms and conditions of this Agreement and any other agreement pursuant to which the Company has borrowed money or sold its securities and (ii) a copy of the annual management review letter of the Company's independent public accountants.
(v) As soon as practicable after transmission or occurrence and in any event within ten (10) days thereof, copies of any reports or communications delivered to any class of the Company's security holders or broadly to the financial community, including any filings by the Company with any securities exchange, the Securities and Exchange Commission or the National Association of Securities Dealers, Inc.
(c) The provisions of Section 2.1 and this Section 2.2 shall not be in limitation of any rights which any Holder or Significant Holder may have with respect to the books and records of the Company and its subsidiaries, or to inspect their properties or discuss their affairs, finances and accounts, under the laws of the jurisdictions in which they are incorporated.
(cd) Anything in Article Section 2 to the contrary notwithstanding, no Holder or Significant Holder by reason of this Agreement shall have access to any trade secrets or classified information of the Company. Each Significant Holder hereby agrees to hold in confidence and trust and not to misuse or disclose any confidential information provided pursuant to this Section 2.2. The Company shall not be required to comply with this Section 2.2 in respect of any Holder whom the Company reasonably determines to be, directly or indirectly, be a competitor or an officer, employee, director or greater than two percent (2%) stockholder 10% shareholder of a competitor.
(de) In lieu Each Holder who represents to the Company that it is a "venture capital operating company" for purposes of Department of Labor Regulation Section 2510.3-101 shall in addition have the right to consult with and advise the officers of the financial information required pursuant Company as to Section 2.1, copies the management of the Company's annual reports on Form 10-K or Form 10-KSB and its quarterly reports on Form 10-Q or Form 10-QSB, respectively, may be provided to the Significant Holders.
Appears in 1 contract
Additional Information and Rights. (a) The Company will deliver the reports and information described below in this Section 2.2 to each Significant Holder:
(i) As soon as practical after the end of each month and in any event within thirty (30) days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such month and consolidated statements of income and cash flows of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principles consistently applied, together with a comparison of such statements to the corresponding periods of the prior fiscal year, subject to changes resulting from normal year-end audit adjustments, except that such financial statements need not contain the notes required by generally accepted accounting principles.
(ii) Annually (and in any event no later than ten (10) days after adoption by the Board of Directors of the Company) the budget of the Company, in the form approved by its Board of Directors, which operating plan shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year, a projected balance sheet as of the end of each fiscal quarter in such fiscal year and proposed management incentives for the fiscal year (the "“Budget"”).
(iii) With reasonable promptness, all press releases issued by the Company or any subsidiary, any filings made with the Commission by the Company or any subsidiary, and such other data and information as from time to time may be reasonably requested by any Holder or such other data as the Company may from time to time furnish to any of the holders of its securities.
(b) The provisions of Section 2.1 and this Section 2.2 shall not be in limitation of any rights which any Holder or Significant Holder may have with respect to the books and records of the Company and its subsidiaries, or to inspect their properties or discuss their affairs, finances and accounts, under the laws of the jurisdictions in which they are incorporated.
(c) Anything in Article 2 to the contrary notwithstanding, no Holder by reason of this Agreement shall have access to any trade secrets or classified information of the Company. Each Holder hereby agrees to hold in confidence and trust and not to misuse or disclose any confidential information provided pursuant to this Section 2.2. The Company shall not be required to comply with this Section 2.2 in respect of any Holder whom the Company reasonably determines to be, directly or indirectly, a competitor or an officer, employee, director or greater than two percent (2%) stockholder of a competitor.
(d) In lieu of the financial information required pursuant to Section 2.1, copies of the Company's ’s annual reports on Form 10-K or Form 10-KSB and its quarterly reports on Form 101O-Q or Form 10-QSBQ, respectively, may be provided to the Significant Holders.
Appears in 1 contract
Additional Information and Rights. (a) The Company will permit any Significant Holder (or its representative) to visit and inspect any of the properties of the Company, including its books of account and other records (and make copies thereof and take extracts therefrom) and to discuss its affairs, finances and accounts with the Company's officers and its independent public accountants, all at such reasonable times and as often as any such person may reasonably request.
(b) The Company will deliver the reports and information described below in this Section 2.2 to each Significant Holder:
(i) As soon as practical after the end of each month and in any event within thirty (30) 30 days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if 16 - Investors' Rights Agreement any, as at the end of such month and consolidated statements of income and cash flows of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principles consistently appliedapplied and certified by the principal financial or accounting officer of the Company, together with a comparison of such statements to the corresponding periods of the prior fiscal year, subject year and to changes resulting from normal year-end audit adjustments, except that such financial statements need not contain the notes required Company's operating plan then in effect and approved by generally accepted accounting principles.its Board of Directors;
(ii) Annually (and in any event no Not later than ten (10) 30 days after adoption the commencement of each fiscal year of the Company, the business plan of the Company, in such manner and form as approved by the Board of Directors of the Company) the budget of the Company, in the form approved by its Board of Directors, which operating business plan shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year, year and a projected balance sheet as of the end of each such fiscal quarter year. Any material changes in such fiscal year and proposed management incentives for business plan shall be submitted as promptly as practicable after such changes have been approved by the fiscal year (Board of Directors of the "Budget").Company;
(iii) With reasonable promptness, all press releases issued by notice of any material adverse change in the Company's business, assets or financial condition, including, but not limited to, notice of any material litigation involving the Company;
(iv) With reasonable promptness, such other information and data with respect to the Company or any subsidiary, any filings made with the Commission by the Company or any subsidiary, and such other data and information its subsidiaries as from time to time may be reasonably requested by any Holder or such other data as the Company may from time to time furnish reasonably request;
(v) As soon as practicable after the end of each fiscal year and in any event within 90 days thereafter, a copy of the annual management review letter of the Company's independent public accountants; and
(vi) As soon as practicable after transmission or occurrence and in any event within 10 days thereof, copies of any reports or communications delivered to any class of the holders of its securitiesCompany's security holders.
(bc) The provisions of Section 2.1 and this Section 2.2 shall not be in limitation of any rights which any Holder or Significant Holder may have with respect to the books and records of the Company and its subsidiaries, subsidiaries or to inspect their properties or discuss their affairs, finances and accounts, under the laws of the jurisdictions in which they are incorporated.
(cd) Anything in Article Section 2 to the contrary notwithstanding, no Holder or Significant Holder by reason of this Agreement shall have access to any trade secrets or classified information of the Company. Each ; provided, however, that a Holder hereby agrees or Significant Holder shall have access to hold in confidence and trust and not to misuse such information so long as the Holder or disclose any confidential information provided pursuant to this Section 2.2. The Company shall not be required to comply with this Section 2.2 in respect Significant Holder is a member of any Holder whom the Board of Directors of the Company reasonably determines or has designated a representative of such Holder or Significant Holder to be, directly or indirectly, a competitor or an officer, employee, director or greater than two percent (2%) stockholder the Board of a competitor.
(d) In lieu of the financial information required Directors pursuant to Section 2.1, copies 5.2(B)(3)(b) of the Company's annual reports on Form 10-K or Form 10-KSB and its quarterly reports on Form 10-Q or Form 10-QSB, respectively, may be provided to the Significant Holders.'s
Appears in 1 contract
Samples: Investors' Rights Agreement (Cascade Microtech Inc)
Additional Information and Rights. (a) The Company will permit any Significant Holder to visit and inspect any of the properties of the Company, including its books of account and other records (and make copies thereof and take extracts therefrom), and to discuss its affairs, finances and accounts with the Company's officers and its independent public accountants, all at such reasonable times and as often as such person may reasonably request.
(b) The Company will deliver the reports and information described below in this Section 2.2 7.2(b) to each Significant Holder:
(i) As soon as practical after the end of each month and Annually (but in any event within at least thirty (30) days thereafter, a consolidated balance sheet prior to the commencement of the Company and its subsidiaries, if any, as at the end of such month and consolidated statements of income and cash flows of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principles consistently applied, together with a comparison of such statements to Company) the corresponding periods annual budget of the prior fiscal yearCompany, subject to changes resulting from normal year-end audit adjustments, except that in such financial statements need not contain the notes required by generally accepted accounting principles.
(ii) Annually (manner and in any event no later than ten (10) days after adoption form as approved by the Board of Directors of the Company) the budget of the Company, in the form approved by its Board of Directors, which operating plan annual budget shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year, year and a projected balance sheet as of the end of each such fiscal quarter year. Any material changes in such fiscal year and proposed management incentives for annual budget shall be submitted as promptly as practicable after such changes have been approved by the fiscal year (Board of Directors of the "Budget")Company.
(iiiii) With reasonable promptness, all press releases issued by such other information and data with respect to the Company or and its subsidiaries as any subsidiary, any filings made with the Commission by the Company or any subsidiary, and such other data and information as from time to time may be reasonably requested by any Holder or such other data as the Company person may from time to time furnish to any of the holders of its securitiesreasonably request.
(bc) Each Holder who represents to the Company that it is a "venture capital operating company" for purposes of Department of Labor Regulation Section 2510.3-101 shall have the right to consult with and advise the officers of the Company as to the management of the Company.
(d) The provisions of Section 2.1 7.1 and this Section 2.2 7.2 shall not be in limitation of any rights which any Holder or Significant Holder stockholder may have with respect to the books and records of the Company and its subsidiaries, or to inspect their properties or discuss their affairs, finances and accounts, under the laws of the jurisdictions in which they are the Company is incorporated.
(ce) Anything in Article 2 this Section 7 to the contrary notwithstanding, no Significant Holder by reason of this Agreement shall have access to any trade secrets or classified information of the Company. Each Significant Holder hereby agrees to hold in confidence and trust and not to misuse or disclose any confidential information provided pursuant to this Section 2.27.2 (it being understood that Chancellor LGT Asset Management, Inc., may cause any information provided to it to be disclosed to Citiventure III and to KME Venture III, L.P., each of which shall be bound by the confidentiality provisions hereof. The Each Significant Holder shall notify the Company in writing (which notice shall not be required to comply with this Section 2.2 in respect delivered no less frequently than annually) of such Significant Holder's ownership of any securities of entities which such Significant Holder whom the Company reasonably determines to be, directly or indirectly, be a competitor or an officer, employee, director or greater than two percent (2%) stockholder of a competitor.
(d) In lieu of the financial information required pursuant to Section 2.1, copies of the Company's annual reports on Form 10-K or Form 10-KSB and its quarterly reports on Form 10-Q or Form 10-QSB, respectively, may be provided to the Significant Holders.
Appears in 1 contract
Additional Information and Rights. (a) The Company hereby covenants and agrees that it will permit each Major Holder (or its representative) upon request, to visit and inspect any of the properties of the Company, including its books of account and other records (and make copies thereof and take extracts therefrom), and to discuss its affairs, finances and accounts with the Company’s officers and its independent public accountants, all at such reasonable times and as often as any such person may reasonably request. In addition, the Company hereby covenants and agrees that it will automatically deliver the following reports and information described below in this Section 2.2 to each Significant Holdersuch Major Holder and each member of the Company’s Board of Directors:
(i) As as soon as practical practicable after the end of each month and in any event within thirty (30) days thereafter, a an unaudited, consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such month and unaudited, consolidated statements of income and cash flows flows, as well as status reports, forecasts and sales reports, of the Company and its subsidiaries, if any, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted certified by the principal financial or accounting principles consistently appliedofficer of the Company, together with a comparison of such statements to the corresponding periods of the prior fiscal year, subject year and to changes resulting from normal year-end audit adjustments, except that such financial statements need not contain the notes required Company’s operating plan then in effect and approved by generally accepted accounting principles.its Board of Directors;
(ii) Annually quarterly updates on the scientific, clinical and business development activity of the Company;
(iii) annually (and in any event no later than ten (10) days after adoption by the Board of Directors of the Company) the budget financial plan of the Company, in the such manner and form as approved by its the Board of DirectorsDirectors of the Company, which operating financial plan shall will include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year, year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year year. Any material changes in such financial plan will be delivered to each Preferred Holder that has a right to receive such plan as promptly as practicable after such changes have been approved by the Board of Directors of the Company. In addition, the Company will prepare and proposed management incentives deliver to each such Major Holder the annual business and operating plan and annual budget of the Company with financial projections for approval by the Board of Directors no later than thirty (30) days prior to the beginning of each fiscal year (the "Budget").
(iii) With reasonable promptness, all press releases issued by the Company or any subsidiary, any filings made with the Commission by the Company or any subsidiary, and such other data and information as from time to time may be reasonably requested by any Holder or such other data as the Company may from time to time furnish to any of the holders of its securitiesCompany.
(b) The provisions of Section 2.1 6.1 and this Section 2.2 shall 6.2 will not be in limitation of any rights which any Holder or Significant a Preferred Holder may have with respect to the books and records of the Company and its subsidiaries, if any, or to inspect their properties or discuss their affairs, finances and accounts, under the laws of the jurisdictions in which they are incorporatedapplicable law.
(c) Anything in Article 2 Notwithstanding the foregoing, the Company’s obligations under Sections 6.1 and 6.2 hereof will not apply to and will terminate upon the contrary notwithstanding, no Holder by reason effective date of this Agreement shall have access to a registration statement covering any trade secrets or classified information initial public offering of the Company. Each Holder hereby agrees to hold in confidence and trust and not to misuse or disclose any confidential information provided pursuant to this Section 2.2. The Company shall not be required to comply with this Section 2.2 in respect of any Holder whom ’s capital stock that is filed by the Company reasonably determines to bewith the Securities and Exchange Commission under the Securities Act of 1933, directly or indirectly, a competitor or an officer, employee, director or greater than two percent (2%) stockholder of a competitor.
(d) In lieu of the financial information required pursuant to Section 2.1, copies of the Company's annual reports on Form 10-K or Form 10-KSB and its quarterly reports on Form 10-Q or Form 10-QSB, respectively, may be provided to the Significant Holders.as amended
Appears in 1 contract
Samples: Investors’ Rights Agreement (Regado Biosciences Inc)
Additional Information and Rights. (a) The Company will permit any Significant Holder (or a representative of a Significant Holder) to visit and inspect any of the properties of the Company, including its books of account and other records (and make copies thereof and take extracts therefrom), and to discuss its affairs, finances and accounts with the Company's officers and its independent public accountants, all at such reasonable times and as often as any such person may reasonably request.
(b) The Company will deliver the reports and information described below in this Section 2.2 to each Significant Holder:
(i) As soon as practical after the end of each month and Annually (but in any event within at least thirty (30) days thereafter, a consolidated balance sheet prior to the commencement of the Company and its subsidiaries, if any, as at the end of such month and consolidated statements of income and cash flows of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principles consistently applied, together with a comparison of such statements to Company) the corresponding periods financial plan of the prior fiscal yearCompany, subject to changes resulting from normal year-end audit adjustments, except that in such financial statements need not contain the notes required by generally accepted accounting principles.
(ii) Annually (manner and in any event no later than ten (10) days after adoption form as approved by the Board of Directors of the Company) the budget of the Company, in the form approved by its Board of Directors, which operating financial plan shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year, year and a projected balance sheet as of the end of each such fiscal quarter year. Any material changes in such fiscal year business plan shall be submitted as promptly as practicable after such changes have been approved by the Board of Directors of the Company.
(ii) With reasonable promptness, such other information and proposed management incentives for data with respect to the fiscal year (the "Budget")Company and its subsidiaries as any such person may from time to time reasonably request.
(iii) With reasonable promptnessAs soon as practicable after the end of each fiscal year and in any event within ninety (90) days thereafter, all press releases issued (a) a report from the Company reporting on compliance with the terms and conditions of this Agreement and any other agreement pursuant to which the Company has borrowed money or sold its securities and (b) a copy of the annual management review letter of the Company's independent public accountants.
(iv) As soon as practicable after transmission or occurrence and in any event within ten (10) days thereof, copies of any reports or communications delivered to any class of the Company's security holders or broadly to the financial community, including any filings by the Company with any securities exchange, the Securities and Exchange Commission or any subsidiarythe National Association of Securities Dealers, any filings made with the Commission by the Company or any subsidiary, and such other data and information as from time to time may be reasonably requested by any Holder or such other data as the Company may from time to time furnish to any of the holders of its securities.Inc.
(bc) The provisions of Section 2.1 and this Section 2.2 shall not be in limitation of any rights which any Holder or Significant Holder may have with respect to the books and records of the Company and its subsidiaries, or to inspect their properties or discuss their affairs, finances and accounts, under the laws of the jurisdictions in which they are incorporated.
(cd) Anything in Article Section 2 to the contrary notwithstanding, no Holder or Significant Holder by reason of this Agreement shall have access to any trade secrets or classified information of the Company. Each Significant Holder hereby agrees to hold in confidence and trust and not to misuse or disclose any confidential information provided pursuant to this Section 2.2. The Company shall not be required to comply with this Section 2.2 in respect of any Holder whom the Company reasonably determines to be, directly or indirectly, be a competitor or an officer, employee, director or greater than two five percent (25%) stockholder shareholder of a competitor.
(de) In lieu Each Holder who represents to the Company that it is a "venture capital operating company" for purposes of Department of Labor Regulation Section 2510.3-101 shall in addition have the right to consult with and advise the officers of the financial information required pursuant Company as to Section 2.1, copies management of the Company's annual reports on Form 10-K or Form 10-KSB and its quarterly reports on Form 10-Q or Form 10-QSB, respectively, may be provided to the Significant Holders.
Appears in 1 contract
Additional Information and Rights. The Company and Subsidiary will, for any such Purchaser:
(a) The Permit such Purchaser (or its designated representative) to visit and inspect any of the properties of the Company, Subsidiary and their Other Subsidiaries, including its books of account, and to discuss its affairs, finances and accounts with the Company's, Subsidiary's and their Other Subsidiaries' officers and its independent public accountants, all during ordinary business hours upon reasonable prior written notice to the Company will deliver and as often as any such party may reasonably request. Any such visitation or inspection shall be performed in a reasonable manner with a minimum of disruption to the Company's and Subsidiary's business and with due regard to the proprietary and confidential nature of any information received by it.
(b) Deliver the reports and information data described below in this Section 2.2 to each Significant Holdersuch Purchaser:
(i) As soon as practical available (but in any event before the commencement of its fiscal year except in the case of the Annual Plan for fiscal year 2000 which shall be delivered no later than at Closing) the Company's consolidated capital and operating expense budgets and its operating plan (the "ANNUAL PLAN") approved by the Board indicating, among other things, monthly income statements, balance sheets and cash flow statements for the next fiscal year, all itemized in reasonable detail, together with the underlying assumptions therefor, plans for incurring indebtedness and projections regarding other sources of funds; any material changes in such financial plan shall be submitted as promptly as practicable after such changes have been approved by the Board;
(ii) As soon as available, information and data on any material adverse changes in or any event or condition which has or could have a Material Adverse Effect;
(iii) Immediately upon becoming aware of any condition or event which constitutes a breach of this Agreement, the Financing Documents or any agreement contemplated hereby or thereby, written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto;
(iv) With reasonable promptness, copies of audit response letters, accountants' management letters and any other written reports submitted to the Company by its independent public accountants in connection with an annual or interim audit of the books of the Company, Subsidiary or any of their Other Subsidiaries;
(v) Such other information and data with respect to the Company, Subsidiary and their Other Subsidiaries as any such party may from time to time reasonably request;
(vi) Promptly after the end commencement thereof, notice of all actions, suits, claims, proceedings, investigations and inquiries of the type described in Section 3.12 that could have a Material Adverse Effect;
(vii) Promptly upon sending, making available or filing the same, all press releases, reports and financial statements that the Company, Subsidiary or any of their Other Subsidiaries sends or makes available to its stockholders or directors or files with the Commission;
(viii) At the time of delivery to the Company's Board of Directors, reports, minutes, consents, waivers or such other information substantially similar to such reports, minutes, consents, waivers or other information delivered to the members of the Company's Board of Directors (such obligation being satisfied by delivery to such Purchasers' board representative, if such Purchaser has a board representative, for signature or consent) provided that each month Purchaser understands that it could be subject to fines, penalties and other liabilities under applicable securities laws in the event of trading in the Company's securities while in the possession of any material, non-public information concerning the Company and agrees to abide by these legal prohibitions on tipping and trading and each Purchaser agrees to maintain the confidentiality of such information in accordance with its applicable nondisclosure agreement with the Company;
(ix) Promptly, from time to time, such other information regarding the business, prospects, financial condition, operations, property or affairs of the Company, Subsidiary and their Other Subsidiaries as such Purchaser reasonably may request; and
(x) As soon as available and in any event within thirty (30) days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as at after the end of such month each fiscal quarter, commencing with the quarter ending March 31, 2000, the Company will deliver to each Purchaser, unaudited balance sheets and consolidated statements of income and cash flows of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principles consistently applied, together with a comparison of such statements to the corresponding periods of the prior fiscal year, subject to changes resulting from normal year-end audit adjustments, except that such financial statements need not contain the notes required by generally accepted accounting principles.
(ii) Annually (and in any event no later than ten (10) days after adoption by the Board of Directors of the Company) the budget of the Company, in the form approved by its Board of Directors, which operating plan shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year, a projected balance sheet Subsidiary as of the end of each fiscal quarter in such fiscal year quarter, as well as summary information as to backlog and proposed management incentives for the fiscal year (the "Budget").
(iii) With reasonable promptnessbookings as of such quarter-end, all press releases issued certified by the Company treasurer or any subsidiary, any filings made with the Commission by the Company chief financial officer (or any subsidiary, and such other data and information as from time to time may be reasonably requested by any Holder or such other data as the Company may from time to time furnish to any of the holders of its securities.
(bofficer acting in a similar capacity) The provisions of Section 2.1 and this Section 2.2 shall not be in limitation of any rights which any Holder or Significant Holder may have with respect to the books and records of the Company to be true and its subsidiariescorrect and to have been prepared in accordance with GAAP consistently applied (except for changes in the application of such principles that have been approved by the Company's Board of Directors), or subject to inspect their properties or discuss their affairsthe absence of footnotes and to adjustments consisting of normal year-end accruals, finances the effect of which, both individually and accountsin the aggregate, under the laws of the jurisdictions in which they are incorporatedis not material.
(c) Anything The Company will notify the Tudor Entities of any meeting of the Board or of any action proposed to be taken by written consent at the same time as it notifies the directors of such meeting or consent action, such notice in Article 2 all cases to the contrary notwithstanding, no Holder by reason include a true and complete copies of this Agreement shall have access all documents furnished to any trade secrets director in connection with such meeting or classified information consent. One officer or authorized representative of the Company. Each Holder hereby agrees Tudor Entities will be entitled to hold in confidence and trust and not attend as an observer at any such meeting or, if a meeting is held by telephone conference, to misuse or disclose any confidential information provided pursuant to this Section 2.2. The Company shall not be required to comply with this Section 2.2 in respect of any Holder whom the Company reasonably determines to be, directly or indirectly, a competitor or an officer, employee, director or greater than two percent (2%) stockholder of a competitorparticipate therein.
(d) In lieu of the financial information required pursuant to Section 2.1, copies of the Company's annual reports on Form 10-K or Form 10-KSB and its quarterly reports on Form 10-Q or Form 10-QSB, respectively, may be provided to the Significant Holders.
Appears in 1 contract
Samples: Series B Preferred Stock and Warrant Purchase Agreement (Softlock Com Inc)
Additional Information and Rights. (a) The Company will permit any Holder, so long as such Holder (or its representative) owns at least 250,000 Shares, or such number of shares of Common Stock issued upon conversion of 250,000 or more Shares, or any combination thereof (as presently constituted and subject to subsequent adjustment for stock splits, stock dividends, reverse stock splits, recapitalizations and the like) and to each Holder which represents that it is a "venture capital operating company" for purposes of Department of Labor Regulation Section 2510.3-101, who requests them (a "Significant Holder") (or a representative of any Significant Holder) to visit and inspect any of the properties of the Company, including its books of account and other records (and make copies thereof and take extracts therefrom), and to discuss its affairs, finances and accounts with the Company's officers and its independent public accountants, all at such reasonable times and as often as any such person may reasonably request.
(b) The Company will deliver the reports and information described below in this Section 2.2 to each Significant Holder:
(i) As soon as practical after the end of each month and in any event within thirty fourteen (3014) days thereafter, thereafter a consolidated balance sheet of the Company and its subsidiaries, if any, as at of the end of such month and consolidated statements of income and cash flows of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principles consistently appliedapplied and certified by the principal financial or accounting officer of the Company, together with a comparison of such statements to the corresponding periods of the prior fiscal year, subject year and to changes resulting from normal year-end audit adjustments, except that such financial statements need not contain the notes required Company's operating plan then in effect and approved by generally accepted accounting principlesits Board of Directors.
(ii) Annually As soon as practical after the end of each quarter (except for the fourth quarter) and in any event no later than ten within thirty (1030) days thereafter a consolidated balance sheet of the Company and its subsidiaries as of the end of such quarter and consolidated statements of income and cash flows of the Company and its subsidiaries, for each quarter and for the current fiscal year of the Company to date, all subject to normal year- end audit adjustments, prepared in accordance with generally accepted accounting principles consistently applied and certified by the principal financial or accounting officer of the Company, together with a comparison of such statements to the corresponding periods of the prior fiscal year and to the Company's operating plan then in effect and approved by its Board of Directors.
(iii) As soon as practical after the end of each fiscal year and in any event within ninety (90) days thereafter a consolidated balance sheet of the Company and its subsidiaries as of the end of such fiscal year and consolidated statements of income and cash flows of the Company and its subsidiaries, for the fiscal year of the Company then ended, prepared in accordance with generally accepted accounting principles consistently applied and certified by the principal financial or accounting officer of the Company, together with a comparison of such statements to the prior fiscal year and to the Company's operating plan then in effect and approved by its Board of Directors.
(iv) Annually (but in any event within forty-five (45) days after adoption the commencement of fiscal year 1998 and at least forty-five (45) days prior to the commencement of each fiscal year of the Company thereafter) the financial plan of the Company, in such manner and form as approved by the Board of Directors of the Company) , and the budget holders of at least a majority of the Company, in the form approved by its Board of DirectorsShares, which operating financial plan shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year, a projected balance sheet and projected statements of income and cash flows as of and for such fiscal year and each of the next two fiscal years thereafter.
(v) With reasonable promptness, such other information and data with respect to the Company and its subsidiaries as any such person may from time to time reasonably request, provided that the Company possesses such information or may obtain such information without unreasonable expense.
(vi) As soon as practicable after the end of each fiscal quarter in such fiscal year and proposed management incentives for the fiscal year in any event within ninety (the "Budget").
90) days thereafter, (iiii) With reasonable promptness, all press releases issued by a report from the Company or any subsidiary, any filings made reporting on compliance with the Commission by the Company or any subsidiary, terms and such other data and information as from time to time may be reasonably requested by any Holder or such other data as the Company may from time to time furnish to any of the holders of its securities.
(b) The provisions of Section 2.1 and this Section 2.2 shall not be in limitation of any rights which any Holder or Significant Holder may have with respect to the books and records of the Company and its subsidiaries, or to inspect their properties or discuss their affairs, finances and accounts, under the laws of the jurisdictions in which they are incorporated.
(c) Anything in Article 2 to the contrary notwithstanding, no Holder by reason conditions of this Agreement shall have access and any other agreement pursuant to any trade secrets which the Company has borrowed money or classified information sold its securities and (ii) a copy of the Company. Each Holder hereby agrees to hold in confidence and trust and not to misuse or disclose any confidential information provided pursuant to this Section 2.2. The Company shall not be required to comply with this Section 2.2 in respect of any Holder whom the Company reasonably determines to be, directly or indirectly, a competitor or an officer, employee, director or greater than two percent (2%) stockholder of a competitor.
(d) In lieu of the financial information required pursuant to Section 2.1, copies annual management review letter of the Company's annual reports on Form 10-K or Form 10-KSB and its quarterly reports on Form 10-Q or Form 10-QSB, respectively, may be provided to the Significant Holdersindependent public accountants.
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