Additional Information Rights. During the term of this Agreement, the Company shall deliver to CBG:
(a) as promptly as practicable after the end of each month, but in any event within 45 days after the end of each such month, a copy of the Standard Financial Report for such month;
(b) as promptly as practicable, but in any event at least 60 days prior to the commencement of each fiscal year of the Company, a copy of the proposed annual budget for the Company and its Subsidiaries which, for greater certainty, is consistent in terms of level of detail with the Company’s proposed annual budget in prior fiscal years and which shall include a reasonably detailed capital expenditure budget and operating budget for the Company;
(c) immediately following receipt thereof, a copy of any notice, letter, correspondence or other communication from a Governmental Authority or any litigation proceedings or filings involving the Company, in each case, in respect of the Company’s potential, actual or alleged violation of any and all Laws applicable to the business, affairs and operations of the Company and its Subsidiaries anywhere in the world, and any responses by the Company in respect thereto;
(d) immediately following delivery to the Company, any and all internal reports, consulting reports, audit reports or other reports (whether prepared internally or by third parties) related to any review, consideration or evaluation of the effectiveness of the Company’s internal compliance programs and processes and controls related thereto;
(e) any information relating to material transactions or material expenditures of the Company; and
(f) such other financial and business information relating to the Company as CBG may reasonably request from the Company from time to time, including: audited and unaudited financial and other information required for the preparation of selected and summary financial data and pro forma financial information regarding the business of the Company for all periods required by applicable provisions of Regulations S-X and S-K promulgated under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder and shall provide such management representation letters and shall cause the Company’s outside independent public accountants to deliver such consents and comfort as are customary under applicable accounting standards, as promptly as reasonably practicable, but in no event later than 45 days after receipt of a ...
Additional Information Rights. 12 4.3 Prompt Payment of Taxes, Etc............................................................................12 4.4 Maintenance of Properties and Leases....................................................................13 4.5 Insurance...............................................................................................13 4.6
Additional Information Rights. Subject to the Shareholder’s confidentiality obligations set forth in Section 5.2 and except for information protected by attorney-client privilege, the Company shall furnish, or cause to be furnished, the following to each Shareholder that, together with its Affiliates, beneficially owns at least 5% of the Outstanding Company Shares:
(a) As soon as available and in any event within sixty (60) days after the end of each of the first three fiscal quarters of Travelport Limited, an unaudited balance sheet of Travelport Limited and its consolidated Subsidiaries as of the end of such quarter and the related unaudited income statement and statement of cash flows for such quarter;
(b) As soon as available and in any event within one hundred and five (105) days after the end of each fiscal year of Travelport Limited, (i) an audited balance sheet of Travelport Limited and its consolidated Subsidiaries as of the end of such fiscal year and the related income statement, statement of shareholders equity and statement of cash flows for such fiscal year; and
(c) Promptly after the occurrence of any material event which if the Company or any of its Subsidiaries was a reporting issuer under the Exchange Act, it would be required to file with the SEC a report on Form 8-K with respect thereto, notice of such event together with a summary describing the nature of such event. The Company and its Subsidiaries shall satisfy their respective obligations under this Section 5.1.2(c) if a Form 8-K containing such information is furnished by Travelport Limited to the SEC,; provided, in each case, furnishing such information to the applicable Shareholder does not waive any attorney-client privilege held by the Company with respect to such information. Any information received by a Shareholder, as such, shall be governed by the provisions of this Agreement. With respect to Section 5.1.1 and this Section 5.1.2, the information relating to the Company will be deemed to be delivered to the Shareholders if such information is filed with the SEC or, at the Company’s option, posted on a secure website or delivered via email or regular mail to the Shareholders.
Additional Information Rights. The Company will furnish to Dell, upon reasonable notice, full information regarding any financing transaction, the proceeds of which may be used to repay amounts owing under the Amended and Restated Note, and such other financial information as Dell may reasonably request.
Additional Information Rights. (a) Upon the request of any Investor, the Company will promptly (and in any event within 10 days of such request) furnish to such Investor all information necessary in order for such Investor to prepare and file SBA Form 468 and any other information requested or required by any governmental authority.
(b) The Company shall provide to Olympic Venture Partners III, L.P., within 30 days after the end of each calendar year, a list of all holders of all equity interests and rights to acquire equity interests in the Company as of the end of such calendar year, and the type and amount of such securities held by each such holder.
Additional Information Rights. (a) Subject to Section 4.2(b), Section 4.2(c) and Section 4.4, during the term of this Agreement, the Company shall:
(i) as promptly as practicable after the date of this Agreement, deliver to Altria an unaudited consolidated balance sheet of the Company and its Subsidiaries as of the date of this Agreement prepared in accordance with U.S. GAAP;
(ii) as promptly as practicable after the end of each month, deliver to Altria a copy of the Standard Financial Report for such month;
(iii) within sixty calendar days of the end of each calendar quarter, deliver to Altria an analysis of Common Shares outstanding at the end of the quarter, including a roll forward of all share-related activity, such as share issuances, repurchases of ordinary shares and share-based payments, and the weighted average number of shares outstanding used in the calculation of basic and diluted earnings per share for the quarterly and year-to-date periods then ended;
(iv) deliver to Altria a quarterly, final income statement and balance sheet, within sixty calendar days of the end of each calendar quarter, including a roll forward of components of equity attributable to equity holders, as well as components of other comprehensive earnings attributable to equity holders, in each case prepared in accordance with U.S. GAAP;
(v) as promptly as practicable, deliver to Altria a copy of the proposed annual operating budget with quarterly phasing and the three-year plan for the Company which is consistent in terms of level of detail with the major balance sheet and income statement line items of the Company’s financial statements, and any material revisions to such financial budgets and plans on a periodic basis during a fiscal year; and
(vi) deliver to Altria such other reasonable financial and business information relating to the Company as Altria may reasonably require from the Company on an ongoing basis for accounting, planning, regulatory or compliance purposes, including to assist Altria in satisfying its obligations under the Exchange Act with respect to any financial reporting obligations in respect of the Altria Group’s ownership of Common Shares, in each case at such times as reasonably requested by Altria, which information is described on Schedule 4.2(a)(vi).
(b) Altria acknowledges and agrees that consents from third parties may be required in connection with the Company’s satisfaction of its obligations set forth in Section 4.2, and the Company agrees that to the extent any such c...
Additional Information Rights. During the Applicable Period and without limiting any of the rights and obligations of the parties pursuant to Section 4.01, Amer shall provide ANTA with access to the following information:
(a) as soon as practicable upon XXXX’s written requests, (i) substantially final drafts, as soon as they are prepared, of (x) all reports, notices and proxy and information statements to be sent or made available to its security holders, (y) all periodic and other reports to be filed or furnished under Sections 13 and 15 of the Exchange Act (including reports on Forms 20-F and 6-K), and (z) all registration statements and prospectuses to be filed by Xxxx with the SEC or any securities exchange (collectively, the documents identified in clauses (x), (y) and (z) are referred to in this Agreement as “Amer Public Documents”); and (ii) as soon as practicable, current drafts of all such Amer Public Documents and, with respect to Form 6-Ks, as soon as practicable; provided, however, that Amer may continue to revise such Amer Public Documents prior to the filing thereof in order to make corrections, updates and changes which corrections, updates and changes will be furnished by Xxxx to ANTA as soon as practicable; provided, further, that ANTA’s and Amer’s representatives will actively consult with each other regarding any changes which Amer may consider making to any of its Amer Public Documents and related disclosures prior to any anticipated filing with the SEC, with particular focus on any changes which would have an effect upon the ANTA Financial Statements or related disclosures;
(b) as soon as practicable upon XXXX’s written requests, copies of all annual and interim budgets and financial projections (consistent in terms of format and detail mutually agreed upon by the parties) relating to Amer on a consolidated basis (including access to the management of Amer to discuss such budgets and projections); and
(c) on a monthly basis, (i) Amer’s consolidated monthly management accounts and other related financial information and data of Amer for such period in such format as ANTA shall reasonably request, and (ii) a discussion and analysis by management of Amer’s financial condition and results of operations for such period, including, without limitation, an explanation of any material period-to-period change.
Additional Information Rights. (a) The Company shall deliver the reports described below in this Section 4.2(b) to each holder of Registrable Securities owning at least two and one-half percent (2.5%) of the Company's then outstanding Common Stock (calculated on a fully diluted basis after giving effect to the conversion of all securities convertible into Common Stock and the exercise of all issued and outstanding stock options) (a "Qualified Holder"):
(i) Annually (prior to the commencement of each fiscal year of the Company) the operating budget and updated five year strategic plan of the Company, in such manner and form as approved by the Board of Directors of the Company.
(ii) Concurrently with delivery thereof, copies of all reports and other written material submitted to the Board of Directors.
(b) Each Qualified Holder shall have full access during normal business hours and on reasonable notice to the Company to the books, records, properties and personnel of the Company.
(c) Each Qualified Holder hereby agrees to hold in confidence and trust and not to misuse or disclose any confidential information provided pursuant to this Section 4.2; provided, however, that an Investor shall not be prohibited from using any such information for the purpose of generating and delivering portfolio valuation information to its investors and as required to comply with applicable state and federal securities laws and regulations.
Additional Information Rights. So long as a Purchaser holds at least 100,000 shares of Series C Preferred or Conversion Stock or a combination of both (as adjusted for stock splits, stock dividends and the like), the Company will (i) furnish such Purchaser with a copy of the Company's annual operating plan within thirty (30) days prior to the beginning of the Company's fiscal year, and (ii) permit such Purchaser and its representatives to visit and inspect the Company's properties and to examine its books of account and to discuss the Company's affairs, finances and accounts with its officers and other Company designated representatives, all at such reasonable times as may be requested by such Purchaser on five days prior notice; PROVIDED, HOWEVER, that the Company will not be obligated pursuant to this Section 7.2 to provide any information on its technology which it reasonably considers to be a trade secret or similar confidential information.
Additional Information Rights. (a) The Company shall, subject to the requirements of applicable law, including, without limitation, anti-trust laws, permit each 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 shall deliver the following reports to each Significant Holder:
(i) Annually (but in any event at least 30 days prior to the commencement of each fiscal year of the Company) the financial plan of the Company, in such manner and form as approved by the Board of Directors, which financial plan shall include an operating budget for such fiscal year and an updated five-year strategic plan for the Company.
(ii) Concurrently with delivery thereof, copies of all reports and other written material submitted to the Board of Directors.
(iii) Concurrently with delivery thereof, copies of all reports or communications delivered to the financial community, including all press releases.
(c) 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 4.02; PROVIDED, HOWEVER, that an Investor shall not be prohibited from using any such information for the purpose of generating and delivering portfolio valuation information to its investors.
