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.
Appears in 2 contracts
Samples: Shareholder Agreement (Travelport LTD), Restructuring Support Agreement (Travelport LTD)
Additional Information Rights. (a) Subject to Section 4.2(b), Section 4.2(c) and Section 4.4, during the Shareholder’s confidentiality term of this Agreement (with respect to clauses (ii) through (xi) of this Section 4.2(a), for so long as Altria accounts for its beneficial ownership in the Company using the equity method and to the extent required for Altria to satisfy its obligations set forth pursuant to its Financial Reporting and Planning Requirements in Section 5.2 and except for information protected by attorney-client privilegeeffect as of the date hereof, a copy of which has been made available to the Company), 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 Sharesshall:
(ai) As soon as available 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 any event accordance with U.S. GAAP (reflecting all applicable amounts contemplated by this clause (i) in both Canadian Dollars and U.S. Dollars);
(ii) deliver to Altria monthly, unaudited, internal income reports for the Company prepared in accordance with IFRS for distribution to the Company Board, within sixty (60) days after fifteen Business Days of the end of each full calendar month (such internal reports shall be in the form presented to the Company Board from time to time, which as of the first three fiscal quarters date of Travelport Limitedthis Agreement includes information regarding geography, an unaudited balance sheet of Travelport Limited volume, revenue, sales and its consolidated Subsidiaries as EBITDA (it being understood that EBITDA shall be calculated and determined in the Company’s reasonable discretion after consultation with Altria));
(iii) within sixty days of the end of each full calendar quarter, deliver to Altria an analysis of Common Shares outstanding (economic and voting interest) at the end of such quarter full quarter, including a roll forward (total dollars and Common Shares) of all Common Share-related activity, such as share issuances, repurchases of shares and share-based payments, and the related unaudited income statement weighted average number of Common Shares outstanding used in the calculation of basic and statement diluted earnings per share for the quarterly and year-to-date periods then ended, in each case prepared in accordance with IFRS (with a reconciliation of cash flows for such quarteradjustments to U.S. GAAP) (reflecting all applicable amounts contemplated by this clause (iii) in both Canadian Dollars and U.S. Dollars);
(biv) As soon as available and in any event within one hundred and five (105) sixty days after of the end of each fiscal full calendar quarter, deliver to Altria the final income statement and balance sheet, as of and for the quarterly period then ended, prepared in accordance with IFRS, together with a list of reconciling items to U.S. GAAP including a reasonably detailed description of all non-recurring items on a pre-tax and after-tax basis (as reasonably determined by the Company) recorded for such full calendar quarter, including amounts and a roll forward of components of equity attributable to Company Shareholders, as well as components of other comprehensive earnings attributable to Company Shareholders, prepared in accordance with IFRS (and adjusted for identified differences to U.S. GAAP) (reflecting all applicable amounts contemplated by this clause (iv) in both Canadian Dollars and U.S. Dollars);
(v) deliver to Altria, as promptly as practicable and in any case within five Business Days of its or their approval by the Company Board, the annual operating budget and three-year plan by geography, prepared in accordance with IFRS for approval by the Company Board from time to time, including a reasonably detailed description of Travelport Limitedall non-recurring items on a pre-tax and after-tax basis to the extent included within the annual budget (including amounts), and any revisions to the annual budget or three-year plan throughout the year;
(ivi) an audited balance sheet of Travelport Limited and its consolidated Subsidiaries as within five days of the end of each full calendar quarter, deliver to Altria a schedule of Common Shares outstanding (economic and voting interest) at the end of such fiscal year and the related income statementfull quarter, statement to be used in Altria’s calculation of shareholders equity and statement Percentage of cash flows for such fiscal year; andOutstanding Common Shares;
(cvii) Promptly deliver to Altria quarterly phasing of the annual operating budget for profit attributable to equity holders of the Company in accordance with IFRS, including: (A) a quarterly phasing of all non-recurring items on a pre-tax and after-tax basis; (B) quarterly phasing of material budgeted U.S. GAAP adjustments to the IFRS budgeted amounts on a consolidated basis, in conjunction with the receipt of the annual operating budget; and (C) revisions to the latest estimates of the results up to normalized EBITDA (it being understood that EBITDA shall be calculated and determined in the Company’s reasonable discretion after consultation with Altria) (when provided to the occurrence Company Board or promptly thereafter);
(viii) from time to time deliver to Altria information as is reasonably required and requested by Altria in order to allocate and analyze certain basis differences that exist between the carrying value of Altria’s indirect investment in the Company and Altria’s share of the Company’s net assets;
(ix) provide notice and a description of, as promptly as practicable upon having actual knowledge of, any material event which if business arrangements between any Altria Group member on the one hand and the Company or any of its Subsidiaries was Affiliates on the other hand, in order to comply with any applicable related-party disclosure requirement in all material respects, provided, that, such obligations shall be deemed satisfied with respect to any business arrangement of which any Altria Group member has actual knowledge (taking into account Section 4.2(c));
(x) deliver to Altria within twenty five days of the end of each full calendar quarter, a reporting issuer under discussion with the Exchange ActCompany’s controller (or another individual with similar responsibilities reasonably acceptable to Altria) regarding updates to the Company’s business and results, if any, necessary to assist Altria in complying with the requirements of its equity method accounting for its indirect investment in the Company; and
(xi) deliver to Altria such other information as is required by Altria for accounting or other regulatory purposes at such times reasonably requested by Altria (it would being understood that such other information shall be in the form reasonably determined by Company management to be appropriate in the circumstances taking into account the purpose for which Altria requires the information).
(b) Altria acknowledges and agrees that consents from third parties may be required to file in connection with the SEC a report on Form 8-K with respect theretoCompany’s satisfaction of its obligations set forth in Section 4.2, notice and the Company agrees that to the extent any such consents are so required the Company shall use its commercially reasonable efforts to obtain such consents.
(c) Altria shall, and shall cause each other member of the Altria Group to, and shall use its reasonable best efforts to cause its and their respective Representatives to, provide all such event together with a summary describing cooperation, assistance, financial information and access to the nature of such event. The Company and Company, its Subsidiaries shall satisfy and 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,; providedRepresentatives, in each case, furnishing such information to the applicable Shareholder does not waive any attorney-client privilege held as reasonably necessary or reasonably requested by the Company Company, its Subsidiaries or their respective Representatives in connection with or related to any of the Company’s obligations contemplated by Section 4.2(a). Altria shall use commercially reasonable efforts to inform itself of the business arrangements contemplated by Section 4.2(a)(ix), including by making reasonable inquiries, from time to time, of the other members of the Altria Group 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 Shareholdersbusiness arrangements.
Appears in 2 contracts
Samples: Investor Rights Agreement (Altria Group, Inc.), Investor Rights Agreement (Cronos Group Inc.)
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 (a) The Company shall furnish, or cause to be furnished, will deliver the following reports and other information to each Shareholder that, together with its Affiliates, beneficially owns at least 5% of the Outstanding Company SharesSignificant Holder:
(ai) As soon as available practical after the end of each month and in any event within sixty thirty (6030) days after the end of each of the first three fiscal quarters of Travelport Limited, an unaudited thereafter a consolidated balance sheet of Travelport Limited the Company and its consolidated Subsidiaries subsidiaries, if any, as of at the end of such quarter month and the related unaudited consolidated statements of income statement and statement of 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 and certified by the principal financial or accounting officer of the Company, together with a comparison of such quarter;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.
(bii) As soon as available and Annually (but in any event within one hundred and five at least thirty (10530) days after prior to the end commencement of each fiscal year of Travelport Limitedthe Company) the financial plan of the Company, (i) an audited in such manner and form as approved by the Board of Directors of the Company, which financial plan shall include a projection of income and a projected cash flow statement for such fiscal year and a projected balance sheet of Travelport Limited and its consolidated Subsidiaries as of the end of such fiscal year year. Any material changes in such business 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.
(iii) As soon as practicable after each meeting of the Company’s Board of Directors, and in any event within thirty (30) days thereafter, a complete and accurate copy of the related income statementminutes of such meeting as recorded by the Secretary of the Company.
(iv) With reasonable promptness, statement such other information and data with respect to the Company and its subsidiaries that has been furnished to the Company’s Board of shareholders equity Directors.
(b) The provisions of Section 2.1 and statement this Section 2.2 shall not be in limitation of cash flows for such fiscal year; andany 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) Promptly after Anything in Section 2 to the occurrence contrary notwithstanding, no Holder or Significant Holder by reason of this Agreement shall have access to any material event which if 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. The Company or any of its Subsidiaries was a reporting issuer under the Exchange Act, it would shall not be required to file comply 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, 2.2 in each case, furnishing such information to the applicable Shareholder does not waive respect of any attorney-client privilege held by Holder whom the Company with respect reasonably determines to such information. Any information received by be a Shareholdercompetitor or an officer, as suchemployee, shall be governed by the provisions director or greater than ten percent (10%) shareholder of this Agreement. With respect to Section 5.1.1 and this Section 5.1.2, the information relating a competitor.
(d) Each Holder who represents to the Company will be deemed 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 be delivered consult with and advise the officers of the Company as to the Shareholders if such information is filed with the SEC or, at management of the Company’s option, posted on a secure website or delivered via email or regular mail to the Shareholders.
Appears in 1 contract
Samples: Investor Rights Agreement (Ithaka Acquisition Corp)
Additional Information Rights. Subject (a) The Company will permit each of the Investors for so long as such Investor beneficially owns greater than or equal to 500,000 shares (as adjusted for stock splits, stock dividends and similar transactions) of the Registrable Securities) and with respect to Microsoft Corporation ("Microsoft") for so long as Microsoft owns at least 50% of the Series E Preferred owed by it (including any Common Stock into which Series E Preferred has been converted) as of the date of this Agreement and/or their respective representatives 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 during the Company's normal business hours; provided that any person or persons exercising rights under this Section 5.2(a) shall (i) use all reasonable efforts to ensure that any such examination or visit results in a minimum of disruption to the Shareholder’s confidentiality obligations set forth operations of the Company and (ii) agree in Section 5.2 writing to keep any proprietary information of the Company disclosed to such person in the course of such inspection confidential in a manner consistent with prudent business practices and except treatment of such person's or persons' own confidential information and not use such proprietary information for any purpose other than in connection with such Investor's or such transferee's ownership of an interest in the Company; provided, further, that the disclosure of confidential information protected to Intel shall be governed by attorneythe terms of the Corporate Non-client privilegeDisclosure Agreement No. 2087874 dated March 23, 1999 and any Confidential Information Transmittal Records provided in connection therewith. Notwithstanding the foregoing, the Company shall furnish, or cause reserves the right to omit such information as the Company's Board of Directors unanimously deems to be furnished, confidential and the following disclosure of which could be to each Shareholder that, together with its Affiliates, beneficially owns at least 5% the material detriment 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;Company's best interests.
(b) As soon as available and The Company will deliver the reports described below in this Section 5.2(b) to each of the Investors:
(i) Annually (but in any event within one hundred and five at least thirty (10530) days after prior to the end commencement of each fiscal year of Travelport Limited, (ithe Company) an audited balance sheet of Travelport Limited and its consolidated Subsidiaries as the financial plan of the end Company, in such manner and form as approved by the Board of Directors of the Company, which financial plan shall include an operating budget for such fiscal year and an updated five-year strategic plan for the related income statementCompany.
(ii) Concurrently with delivery thereof, statement copies of shareholders equity all reports and statement other written material submitted to the Board of cash flows for such fiscal year; andDirectors.
(iii) Concurrently with delivery thereof, copies of any reports or communications delivered to the financial community, including all press releases.
(c) Promptly after Each of the occurrence of Investors hereby agrees to hold in confidence and trust and not to misuse or disclose any material event which if the Company or any of its Subsidiaries was a reporting issuer under the Exchange Act, it would be required confidential information provided pursuant 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,5.2; provided, in each casehowever, furnishing that an Investor shall not be prohibited from using any such information for the purpose of generating and delivering portfolio valuation 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 Shareholdersits investors.
Appears in 1 contract
Samples: Stockholders' Agreement (Evoke Inc)
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 (a) The Company shall furnish, or cause to be furnished, will deliver the following reports and other information to each Shareholder that, together with its Affiliates, beneficially owns at least 5% of the Outstanding Company SharesSignificant Holder:
(ai) As soon as available practical after the end of each month and in any event within sixty thirty (6030) days after the end of each of the first three fiscal quarters of Travelport Limited, an unaudited thereafter a consolidated balance sheet of Travelport Limited the Company and its consolidated Subsidiaries subsidiaries, if any, as of at the end of such quarter month and the related unaudited consolidated statements of income statement and statement of 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 and certified by the principal financial or accounting officer of the Company, together with a comparison of such quarter;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.
(bii) As soon as available and Annually (but in any event within one hundred and five at least thirty (10530) days after prior to the end commencement of each fiscal year of Travelport Limitedthe Company) the financial plan of the Company, (i) an audited in such manner and form as approved by the Board of Directors of the Company, which financial plan shall include a projection of income and a projected cash flow statement for such fiscal year and a projected balance sheet of Travelport Limited and its consolidated Subsidiaries as of the end of such fiscal year year. Any material changes in such business 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.
(iii) As soon as practicable after each meeting of the Company's Board of Directors, and in any event within thirty (30) days thereafter, a complete and accurate copy of the related income statementminutes of such meeting as recorded by the Secretary of the Company.
(iv) With reasonable promptness, statement such other information and data with respect to the Company and its subsidiaries that has been furnished to the Company's Board of shareholders equity Directors.
(b) The provisions of Section 2.1 and statement this Section 2.2 shall not be in limitation of cash flows for such fiscal year; andany 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) Promptly after Anything in Section 2 to the occurrence contrary notwithstanding, no Holder or Significant Holder by reason of this Agreement shall have access to any material event which if 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. The Company or any of its Subsidiaries was a reporting issuer under the Exchange Act, it would shall not be required to file comply 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, 2.2 in each case, furnishing such information to the applicable Shareholder does not waive respect of any attorney-client privilege held by Holder whom the Company with respect reasonably determines to such information. Any information received by be a Shareholdercompetitor or an officer, as suchemployee, shall be governed by the provisions director or greater than ten percent (10%) shareholder of this Agreement. With respect to Section 5.1.1 and this Section 5.1.2, the information relating a competitor.
(d) Each Holder who represents to the Company will be deemed 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 be delivered consult with and advise the officers of the Company as to the Shareholders if such information is filed with the SEC or, at management of the Company’s option, posted on a secure website or delivered via email or regular mail to the Shareholders.
Appears in 1 contract
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 The Company will permit each Qualified Holder and/or its representatives to visit and in inspect any event within sixty (60) days after the end of each of the first three fiscal quarters properties of Travelport Limitedthe Company, an unaudited balance sheet including its books of Travelport Limited 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 consolidated Subsidiaries independent public accountants, all at such reasonable times and as of the end of often as any such quarter and the related unaudited income statement and statement of cash flows for such quarter;person may reasonably request.
(b) As soon as available and The Company will deliver the reports described below in this Section 5.2(b) to each Qualified Holder:
(i) Annually (but in any event within one hundred and five at least thirty (10530) days after prior to the end commencement of each fiscal year of Travelport Limited, (ithe Company) an audited balance sheet of Travelport Limited and its consolidated Subsidiaries as the financial plan of the end Company, in such manner and form as approved by the Board of Directors of the Company, which financial plan shall include an operating budget for such fiscal year and an updated five-year strategic plan for the related income statementCompany.
(ii) Concurrently with delivery thereof, statement copies of shareholders equity all reports and statement other written material submitted to the Board of cash flows for such fiscal year; andDirectors.
(iii) Concurrently with delivery thereof, copies of any reports or communications delivered to the financial community, including all press releases.
(c) Promptly after the occurrence of any material event which if The Company will provide each Qualified Holder with such other information relating to the Company as such Qualified Holder may reasonably request.
(d) 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 5.2 except (a) no Qualified Holder shall be prohibited from using any such information for the purpose of generating and delivering portfolio valuation information to its Subsidiaries was a reporting issuer under the Exchange Actinvestors, it would and (b) as may be required to file with the SEC a report on Form 8-K with respect theretoby applicable law, notice of such event together with a summary describing the nature of such eventrules or regulations. The Company and its Subsidiaries following information shall satisfy their respective obligations under not be considered "confidential information" for purposes of this Section 5.1.2(c5.2: (a) if information which was lawfully known to a Form 8-K containing such information is furnished by Travelport Limited Qualified Holder prior to the SEC,; provided, in each case, furnishing such information to the applicable Shareholder does not waive any attorney-client privilege held its receipt by the Company Company, (b) information which was publicly available at the time of disclosure or later becomes publicly available through no action of a Qualified Holder in violation of this Section 5.2(d), or (c) information disclosed to a Qualified Holder by a third party having no obligation of confidentiality 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.
Appears in 1 contract
Samples: Stockholders Agreement (Cypress Communications Inc)
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 New Shareholder that, together with its Affiliates, beneficially owns (i) at least 5% of the Outstanding Company SharesShares or (ii) at least 2% of the Outstanding Company Shares and so requests such information pursuant to Section 5.1.1:
(a) Such New Shareholder the right to visit and inspect any of the offices and properties of the Company and its Subsidiaries and inspect the books and records of the Company and its Subsidiaries at their respective registered offices at such times as such New Shareholder shall reasonably request, but no more frequently than quarterly;
(b) 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 Limitedquarters, an unaudited balance sheet of Travelport Limited and its consolidated Subsidiaries as of the end of such quarter quarter, and the an unaudited related unaudited income statement statement, and statement of cash flows for such quarter;
(bc) As soon as available and in any event within one hundred and five (105) days after the end of each fiscal year of Travelport Limitedyear, (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
(cd) Promptly after the occurrence of any material event which if the Company or any of its Subsidiaries was were a reporting issuer company under the U.S. Securities Exchange ActAct of 1934, as amended, it would be required to file with the SEC a report on Form 8-K with respect theretoto, 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(c5.1.2(d) 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 New Shareholder does not waive any attorney-client privilege held by the Company with respect to such information. Any information received by a New Shareholder, as such, shall be governed by the provisions of this Agreement. Any information received by a New Shareholder as a creditor under the Company PIK Loans or otherwise shall be governed by the provisions of the applicable Credit Agreement and related documents. With respect to Section 5.1.1 above and this Section 5.1.2, the information relating to the Company applicable Travelport Entities will be deemed to be delivered to the New 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 New Shareholders.
Appears in 1 contract
