Common use of Additional Information and Rights Clause in Contracts

Additional Information and Rights. The Company will: (a) Permit the Purchaser (or its designated representative) to visit and inspect any of the properties of the Company, including its books of account, 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 party may reasonably request; (b) Deliver to the Purchaser the reports and data described below: (i) As soon as available, information and data on any material adverse changes in or any event or condition which materially adversely affects the business, operations or plans of the Company; (ii) Immediately upon becoming aware of any condition or event which constitutes a breach of this Agreement or any of the other Financing Documents, 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 (iii) With reasonable promptness, such other information and data with respect to the Company and its subsidiaries as the Purchaser may from time to time reasonably request; (c) Hold meetings of its Directors at least quarterly and will not hold any meetings of its Directors on less than ten (10) days' written notice and will permit the Purchaser to send a representative (without voting rights) to each meeting of the Board of Directors of the Company and all committees of such Board, except in emergencies, in which case the Purchaser shall receive notice no less favorable than any other outside director. The Company shall give the Purchaser notice of each such meeting in the form and manner such notice is given to the Company's directors. The Company will not permit its directors or shareholders to conduct any material business by written consent without giving at least ten (10) days' written notice to the Purchaser, which notice shall contain an exact copy of the consent resolution proposed to be adopted. (d) The Company will, at the request of the Purchaser, form an "Advisory Board" on terms satisfactory to the Purchaser (which Advisory Board shall not have the powers of the Company's Board of Directors), and elect and maintain thereon one or more nominees of the Purchaser so long as the Purchaser shall so desire.

Additional Information and Rights. The Company will:, for any Purchaser who (together with members of such Purchaser's Group) agrees pursuant to this Agreement to purchase in the aggregate, at the First Closing and the Second Closing (and whether or not the Second Closing is actually consummated), 177,936 or more Shares (such amount to be adjusted for stock splits, combinations and other similar events affecting the Series A Preferred): (a) Permit the such Purchaser (or its designated representative) ), at its own expense, to visit and inspect any of the properties of the Company, including its books of account, 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 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 to the Purchaser the reports and data described belowbelow to such Purchaser: (i) As soon as practicable after the end of each fiscal 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 operations, accumulated earnings and cash flows of the Company and its Subsidiaries, if any, for each month, prepared in accordance with generally accepted accounting principles consistently applied, together with comparison of such statements to the Annual Plan then in effect and to the financial statements for the comparable period in the prior fiscal year, and certified, subject to changes resulting from year-end audit adjustments, by the principal financial or accounting officer of the Company; (ii) As soon as available, information and data on any material adverse changes in or any event or condition which materially adversely affects or could materially adversely affect the business, operations operations, properties or plans of the Company; (iiiii) Immediately upon becoming aware of any condition or event which constitutes a breach or violation of this Agreement Agreement, the Restated Certificate, the Financing Documents or any of the other Financing Documentsagreement 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 (iiiiv) With reasonable promptness, such other information and data with respect to the Company and its subsidiaries as the Purchaser any such party may from time to time reasonably request;. (c) Hold meetings of its Directors at least quarterly and will and, if such Purchaser does not hold any meetings have a representative on the Board of its Directors on less than ten (10) days' written notice and will Directors, permit the such Purchaser to send a representative (without voting rights) to each meeting of the Board of Directors of the Company and all committees of such Board; provided, except in emergencieshowever, in which case that the Purchaser Purchasers shall receive notice no less favorable than notice given to outside directors and the presence of any other outside directorof the Purchasers' representatives shall not be necessary to conduct any meeting of the Board. The Company shall give the such Purchaser notice of each such meeting in the form and manner such notice is given to the Company's directors. The Company will not permit its directors or shareholders to conduct any material business by written consent without giving at least ten (10) days' written notice to the Purchaser, which notice shall contain an exact copy of the consent resolution proposed to be adopted. (d) The Company will, Company's obligations under this Section 7.2 shall terminate at the request such time as a Qualified Public Offering has closed and any agreement of the Purchaser, form an "Advisory Board" on terms satisfactory type described in Section 9.15 hereof is no longer in effect with respect to any Purchaser or when the Company first becomes subject to the Purchaser (which Advisory Board shall not have the powers periodic reporting requirements of the Company's Board of Directors)Exchange Act, and elect and maintain thereon one or more nominees of the Purchaser so long as the Purchaser whichever event shall so desirefirst occur.

Additional Information and Rights. (a) The Company willwill afford to the Holders the following: (ai) Permit Promptly upon the occurrence thereof, written notice to the Purchaser of (A) any material violation or default by the Company in the performance of its designated representativeagreements or covenants contained herein or in any material agreement to which the Company is a party or (B) the commencement of any action or proceeding against the Company or any of its Subsidiaries which could have a material adverse effect on any of them; (ii) Upon the occurrence and during the continuance of an "Event of Default" (as defined in the Notes), the right to, or to designate in writing any agent of Purchaser to, visit and inspect any of the properties of the CompanyCompany and its Subsidiaries; and (iii) The right to, including its or to designate in writing any agent of Purchaser to, examine books of accountaccount and other records and make copies thereof, and to discuss the financial, accounting, business and other affairs of the Company and any of its affairs, finances and accounts Subsidiaries with the Company's officers officers, directors and its independent public accountants, all at such reasonable times and as often as any may be reasonably requested, and all in accordance with the requirements of Section 8.8 hereof and such party other confidentiality restrictions as may be reasonably request;requested by the Company. (b) Deliver to the Purchaser the reports The Company will, and data described belowwill cause each Subsidiary to: (i) As soon Maintain their respective tangible properties and assets in good repair, working order and condition so far as available, information and data on any material adverse changes in necessary or any event or condition which materially adversely affects advantageous to the business, operations or plans proper conduct of the Companytheir respective businesses; (ii) Immediately upon becoming aware Comply in all material respects with all applicable laws, orders, rules, regulations and decrees applicable to the Company or such Subsidiary; PROVIDED, HOWEVER, that such compliance shall not be necessary so long as the applicability or validity of any condition such law, order, rule, regulation or event which constitutes a breach of this Agreement decree shall be contested by or any on behalf of the other Financing Documents, written notice specifying the nature Company or a Subsidiary in good faith by appropriate proceedings and period an adequate reserve shall have been established by or on behalf of existence thereof and what action the Company is taking or proposes to take a Subsidiary with respect thereto; (iii) Pay promptly when due all taxes, fees, assessments and other governmental charges imposed upon their respective properties, assets or income which might by law become a lien upon such properties or assets; PROVIDED, HOWEVER, that payment of any such tax, fee, assessment or charge shall not be necessary so long as the applicability or validity thereof shall be contested by or on behalf of the Company or a Subsidiary in good faith by appropriate proceedings and an adequate reserve shall have been established by or on behalf of the Company or a Subsidiary with respect thereto; and (iiiiv) With reasonable promptnessKeep adequately insured, such other information by financially sound and data with respect to reputable insurers, all their respective property of a character usually insured by entities engaged in the Company and its subsidiaries as the Purchaser may from time to time reasonably request; (c) Hold meetings of its Directors at least quarterly and will not hold any meetings of its Directors on less than ten (10) days' written notice and will permit the Purchaser to send a representative (without voting rights) to each meeting same or similar businesses similarly situated, against loss or damage of the Board of Directors of the Company kinds and all committees of in amounts customarily insured against by such Boardentities and with such deductibles, except in emergencies, in which case the Purchaser shall receive notice no less favorable than any other outside director. The Company shall give the Purchaser notice of each such meeting self-insurance or coinsurance as is customary for entities engaged in the form and manner such notice is given to the Company's directors. The Company will not permit its directors same or shareholders to conduct any material business by written consent without giving at least ten (10) days' written notice to the Purchaser, which notice shall contain an exact copy of the consent resolution proposed to be adoptedsimilar businesses similarly situated. (d) The Company will, at the request of the Purchaser, form an "Advisory Board" on terms satisfactory to the Purchaser (which Advisory Board shall not have the powers of the Company's Board of Directors), and elect and maintain thereon one or more nominees of the Purchaser so long as the Purchaser shall so desire.

Additional Information and Rights. The Company will: (a) Permit the Purchaser Holder (or its designated representative) to visit and inspect any of the properties of the Company, including its books of account, 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 party may reasonably request; (b) Deliver to the Purchaser Holder the reports and data described below: (i) As soon as available, information and data on any material adverse changes in or any event or condition which materially adversely affects the business, operations or plans of the Company; (ii) Immediately upon becoming aware of any condition or event which constitutes a breach of this Agreement or any of the other Financing DocumentsAgreement, 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 (iii) With reasonable promptness, such other information and data with respect to the Company and its subsidiaries as the Purchaser Holder may from time to time reasonably request; (c) Hold meetings of its Directors at least quarterly and will not Not hold any meetings of its Directors on less fewer than ten five (105) days' written notice and will permit the Purchaser Holder to send a representative (without voting rights) to each meeting of the Board of Directors of the Company Company; the Holder may also send a representative (without voting rights) to each meeting of the Executive Committee of Directors at which action is to be taken upon other than routine corporate or business matters, and all committees of such Board, except in emergencies, in which case will give the Purchaser shall receive Holder reasonable notice no less favorable than any other outside directorthereof. The Company shall give the Purchaser Holder notice of each such meeting in the form and manner such notice is given to the Company's directors. The Company will not permit its directors or shareholders to conduct any material business by written consent without giving at least ten five (105) days' written notice to the PurchaserHolder, which notice shall contain an exact copy of the consent resolution proposed to be adopted. (d) The Company will, at the request of the Purchaser, form an "Advisory Board" on terms satisfactory to the Purchaser (which Advisory Board shall not have the powers of the Company's Board of Directors), and elect and maintain thereon one or more nominees of the Purchaser so long as the Purchaser shall so desire.

Additional Information and Rights. The Company will: (a) Permit the Purchaser (or its designated representative) to visit and inspect any of the properties of the Company, including its books of account, 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 party may reasonably request; (b) Deliver to the Purchaser the reports and data described below: (i) As soon as available, information and data on any material adverse changes in or any event or condition which materially adversely affects the business, operations or plans of the Company; (ii) Immediately upon becoming aware of any condition or event which constitutes a breach of this Agreement or any of the other Financing Documents, 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 (iii) With reasonable promptness, such other information and data with respect to the Company and its subsidiaries as the Purchaser may from time to time reasonably request; (c) Hold meetings of its Directors at least quarterly and will not quarterly; (d) Not hold any meetings of its Directors on less than ten (10) days' written notice and will permit the Purchaser to send a representative (without voting rights) to each meeting of the Board of Directors of the Company and all committees of such Board, except in emergencies, in which case the Purchaser shall receive notice no less favorable than any other outside director. The Company shall give the Purchaser notice of each such meeting in the form and manner such notice is given to the Company's directors. The Company will not permit its directors or shareholders to conduct any material business by written consent without giving at least ten (10) days' written notice to the Purchaser, which notice shall contain an exact copy of the consent resolution proposed to be adopted. (de) On or before June 30, 1994, the Company shall increase the size of the Board of Directors to five (5) directors. The Company willshall appoint, at the request effective as of the Purchaserdate of such increase, form an "Advisory Board" on terms satisfactory to one (1) outside director selected by the Purchaser (which Advisory Board shall not have the powers of the Company's Board of Directors), Directors and elect acceptable to Purchaser for his or her knowledge and experience in strategic planning and business development and will maintain thereon one such person on the Board of Directors (or more nominees a person of the Purchaser so similar qualities acceptable to Purchaser) as long as the Purchaser shall so desire.

Additional Information and Rights. The Company will: (a) Permit The Company will permit any Holder, so long as such Holder owns at least 300,000 shares of the Purchaser Series A Preferred Stock, or such number of shares of Common Stock issued upon conversion of 300,000 or more shares of the Series A Preferred Stock, 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 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 its designated representativea representative of any Significant Holder) to visit and inspect any of the properties of the Company, including its books of accountaccount and other records, 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 party person may reasonably request;. (b) Deliver to the Purchaser the reports The provisions of Section 4.1 and data described below: (i) As soon as available, information and data on any material adverse changes this Section 4.2 shall not be in or any event or condition which materially adversely affects the business, operations or plans of the Company; (ii) Immediately upon becoming aware ----------- ----------- limitation of any condition rights which any Holder or event which constitutes a breach of this Agreement or any of the other Financing Documents, 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 (iii) With reasonable promptness, such other information and data Significant Holder may have with respect to the books and records of the Company and its subsidiaries as subsidiaries, or to inspect their properties or discuss their affairs, finances and accounts, under the Purchaser may from time to time reasonably request;laws of the jurisdictions in which they are incorporated. (c) Hold meetings Anything in this Agreement to the contrary notwithstanding, no Holder by reason of its Directors at least quarterly and will not hold this agreement shall have access to any meetings of its Directors on less than ten (10) days' written notice and will permit the Purchaser to send a representative (without voting rights) to each meeting trade secrets or classified information of the Board of Directors of the Company Company. Each Holder hereby agrees to hold in confidence and all committees of such Board, except in emergencies, in which case the Purchaser shall receive notice no less favorable than trust and not to misuse or disclose any other outside directorconfidential information provided pursuant to this Section 4.2. The Company shall give not be required to comply with ----------- this Section 4.2 in respect of any Holder whom the Purchaser notice of each such meeting in the form and manner such notice is given Company reasonably determines ----------- to the Company's directors. The Company will not permit its directors be a competitor or shareholders to conduct any material business by written consent without giving at least an officer, employee, director or greater than ten percent (10%) days' written notice to the Purchaser, which notice shall contain an exact copy stockholder of the consent resolution proposed to be adopteda competitor. (d) The From the date the Company will, at becomes subject to the request reporting requirements of the PurchaserExchange Act (which shall include any successor federal statute), form an "Advisory Board" on terms satisfactory the Company's obligation to provide financial information required pursuant to Sections 4.1 and 4.2 hereof ------------ --- shall automatically terminate. (e) Each Holder who represents to the Purchaser (which Advisory Board shall not 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 powers right to consult with and advise the officers of the Company as to the management of the Company's Board of Directors), and elect and maintain thereon one or more nominees of the Purchaser so long as the Purchaser shall so desire.

Additional Information and Rights. The Company and Subsidiary will, for any such Purchaser: (aA) Permit the 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 at such during ordinary business hours upon reasonable times prior written notice to the Company 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. (bB) Deliver to the Purchaser the reports and data described belowbelow to such Purchaser: (i) As soon as 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 January 31, 2000) 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 materially adversely affects or could materially adversely affect the business, operations operations, properties or plans of the Company, Subsidiary and/or any Other Subsidiary; (iiiii) Immediately upon becoming aware of any condition or event which constitutes a breach of this Agreement Agreement, the Financing Documents or any of the other Financing Documentsagreement 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; (iiiiv) With reasonable promptness, such 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 Company, Subsidiary and its subsidiaries their Other Subsidiaries as the Purchaser any such party may from time to time reasonably request; (cvi) Hold meetings Promptly after the commencement thereof, notice of its Directors at least quarterly all actions, suits, claims, proceedings, investigations and will not hold any meetings of its Directors on less than ten (10) days' written notice and will permit the Purchaser to send a representative (without voting rights) to each meeting inquiries of the Board type described in Section 3.12 that could materially adversely affect the Company, Subsidiary or any of Directors their Other Subsidiaries; (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 Company and all committees Commission; (viii) At the time of such Board, except in emergencies, in which case the Purchaser shall receive notice no less favorable than any other outside director. The Company shall give the Purchaser notice of each such meeting in the form and manner such notice is given delivery to the Company's directors. The Company will not permit its directors Board of Directors, reports, minutes, consents, waivers or shareholders such other information substantially similar to conduct any material business by written consent without giving at least ten (10) days' written notice such reports, minutes, consents, waivers or other information delivered to the Purchaser, which notice shall contain an exact copy of the consent resolution proposed to be adopted. (d) The Company will, at the request of the Purchaser, form an "Advisory Board" on terms satisfactory to the Purchaser (which Advisory Board shall not have the powers members of the Company's Board of Directors)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 Purchaser understands that it could be subject to fines, penalties and elect 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 thereon one the confidentiality of such information in accordance with its applicable nondisclosure agreement with the Company; and (ix) Promptly, from time to time, such other information regarding the business, prospects, financial condition, operations, property or more nominees affairs of the Company, Subsidiary and their Other Subsidiaries as such Purchaser so long as the Purchaser shall so desirereasonably may request.