Available Financial Information. (a) As long as any Stockholder has the right to designate at least one (1) Director pursuant to Section 2.1, the Company will deliver, or will cause to be delivered, the following to each such Stockholder:
(i) as soon as available after the end of each fiscal year of the Company and in any event within ninety (90) days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act), (A) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the Company, and a comparison to the Company’s business plan for such year as approved by the Board; and
(ii) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company and in any event within forty-five (45) days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act), (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case as of the end of each such quarterly period, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries, in each case for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustments) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and a comparison to the Company’s business plan then in effect as approved by the Board in reasonable detail and certified by the principal financial or accounting officer of the Company.
Available Financial Information. Upon the written request of any director nominated by the ECP Stockholders or the Quantum Stockholders, respectively, pursuant to Section 2(b) or designated by the ECP Stockholders or the Quantum Stockholders, respectively, pursuant to Section 2(d), the Corporation will deliver, or will cause to be delivered, to such director an annual budget, a business plan and financial forecasts for the Corporation for the fiscal year of the Corporation (collectively, the “Annual Budget”), as soon as reasonably practicable after the approval thereof by the Board, in such manner and form as approved by the Board, which shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year, in each case prepared in reasonable detail, with appropriate presentation and discussion of the principal assumptions upon which such budgets and projections are based, and which shall be accompanied by the statement of the Chief Executive Officer or Chief Financial Officer or equivalent officer of the Corporation to the effect that such budget and projections are based on reasonable and good faith estimates and assumptions made by the management of the Corporation for the respective periods covered thereby. To the extent that there has been any material changes to the Annual Budget provided to any director pursuant to this Section 3(a), the Corporation will deliver, or will cause to be delivered, to such director a revised Annual Budget taking into account such material changes as soon as practicable after such changes have been approved by the Board.
Available Financial Information. Upon written request of such Stockholder, the Company will deliver, or will cause to be delivered, the information set forth in clauses (c) and (d) to each requesting Stockholder (unless otherwise specified in such clause) and, upon written request of any Principal Investor, the information listed in clause (a) and (b) to such Principal Investors (until such time as any such Principal Investor shall cease to own any shares of Common Stock) and any Transferee of a Bain Investor, Carlyle Investor or CD&R Investor which holds shares of Common Stock that constitute at least 25% of the Original Shares of the Bain Investors, Carlyle Investors or CD&R Investors, as applicable:
Available Financial Information. Subject to Section 2.6, until an IPO, the Company will furnish to each of the Sponsor Stockholders copies of the quarterly and annual "reports" containing financial information, in any case to the extent required, as of the Effective Date, to be provided to the holders of senior subordinated notes of Xxxxxx-Standard Automotive Inc. under the indenture applicable to such notes (even if such notes are no longer outstanding), together with such other information as may be requested by the Sponsor Stockholders from time to time, it being understood and agreed that the public filing of such quarterly and annual "reports" with the Securities and Exchange Commission shall satisfy the foregoing requirements to furnish such information to each Sponsor Stockholder.
Available Financial Information. Upon written request, the Company will deliver, or will cause to be delivered, to each Carlyle Stockholder (until such time as the Carlyle Entity-Level Stockholders, collectively, Beneficially Own less than five percent (5%) of the outstanding Shares) as soon as available after the end of each month and in any event within 30 days thereafter, a consolidated balance sheet of the Company and its subsidiaries as of the end of such month and consolidated statements of operations, income, cash flows, retained earnings and stockholders’ equity of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, together with a comparison of such statements to the corresponding periods of the prior fiscal year and to the Company’s business plan then in effect and approved by the Board of Directors.
Available Financial Information. Upon written request, the Company will deliver, or will cause to be delivered, to each Sponsor Stockholder (until such time as such Sponsor Stockholder Beneficially Owns less than 5% of the outstanding Class A Common Stock):
Available Financial Information. Upon the written request of any director nominated by the ECP Stockholders pursuant to Section 2(d), the Corporation will deliver, or will cause to be delivered, to such director an annual budget, a business plan and financial forecasts for the Corporation for the fiscal year of the Corporation (collectively, the “Annual Budget”), as soon as reasonably practicable after the approval thereof by the Board, in such manner and form as approved by the Board, which shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year, in each case prepared in reasonable detail, with appropriate presentation and discussion of the principal assumptions upon which such budgets and projections are based, and which shall be accompanied by the statement of the Chief Executive Officer or Chief Financial Officer or equivalent officer of the Corporation to the effect that such budget and projections are based on reasonable and good faith estimates and assumptions made by the management of the Corporation for the respective periods covered thereby. To the extent that there has been any material changes to the Annual Budget provided to any director pursuant to this Section 3(a), the Corporation will deliver, or will cause to be delivered, to such director a revised Annual Budget taking into account such material changes as soon as practicable after such changes have been approved by the Board.
Available Financial Information. Upon the written request of any director nominated by the ECP Stockholders pursuant to Section 2(b) or designated by the ECP Stockholders pursuant to Section 2(d), the Corporation will deliver, or will cause to be delivered, to such director an annual budget, a business plan and financial forecasts for the Corporation for the fiscal year of the Corporation (collectively, the “Annual Budget”), as soon as reasonably practicable after the approval thereof by the Board, in such manner and form as approved by the Board, which shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year, in each case prepared in reasonable detail, with appropriate presentation and discussion of the principal assumptions upon which such budgets and projections are based, and which shall be accompanied by the statement of the Chief Executive Officer or Chief Financial Officer or equivalent officer of the Corporation to the effect that such budget and projections are based on reasonable and good faith estimates and assumptions made by the management of the Corporation for the respective periods covered thereby. To the extent that there has been any material changes to the Annual Budget provided to any director pursuant to this Section 3(a), the Corporation will deliver, or will cause to be delivered, to such director a revised Annual Budget taking into account such material changes as soon as practicable after such changes have been approved by the Board.
Available Financial Information. Upon the written request of any Sponsor, the Company will deliver, or will cause to be delivered, to such Sponsor an annual budget, a business plan and financial forecasts for the Company for the fiscal year of the Company (collectively, the “Annual Budget”), as soon as reasonably practicable after the approval thereof by the Board of Directors, in such manner and form as approved by the Board of Directors, which shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year, in each case prepared in reasonable detail, with appropriate presentation and discussion of the principal assumptions upon which such budgets and projections are based, and which shall be accompanied by the statement of the Chief Executive Officer or Chief Financial Officer or equivalent officer of the Company to the effect that such budget and projections are based on reasonable and good faith estimates and assumptions made by the management of the Company for the respective periods covered thereby. To the extent that there has been any material changes to the Annual Budget provided to the Sponsor, the Company will deliver, or will cause to be delivered, to the Sponsor a revised Annual Budget taking into account such material changes as soon as practicable after such changes have been approved by the Board of Directors.
Available Financial Information. (a) The Company will deliver, or will cause to be delivered, the following to each Investor Director (or, if no Investor Director is then serving on the Board, to the Investor Stockholders):
(i) as soon as practicable after (A) the end of the sixth month following the Closing and (B) the end of each month thereafter, and in any event within 30 days after the end of such months (or 45 days after a month that is the end of a fiscal quarter), (x) a consolidated and consolidating balance sheet of the Company and its Subsidiaries as of the end of such month, (y) consolidated and consolidating 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, and (z) consolidated and consolidating statements of revenues and gross profit by major products for each Subsidiary, 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 GAAP 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 budget then in effect and approved by the Board;
(ii) from the date hereof until the end of the sixth month following the Closing, and in any event within 30 days after the end of each such months (or 45 days after a month that is the end of a fiscal quarter), (x) consolidated and consolidating statements of debt and cash balances as of the end of each month, (y) a consolidated and consolidating statement of income of each U.S. based Subsidiary of the Company, including without limitation Phibro Animal Health (including both foreign and domestic results), for each month and for the current fiscal year of the Company to date, subject to normal year-end audit adjustments, prepared in accordance with GAAP, and (z) consolidated statements of revenues and gross profit of each non-U.S. based Subsidiary of the Company, for each month and for the current fiscal year of the Company to date, all 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 budget then in effect and approved by the Board;
(x) a detailed consolidated and consolidating monthly budget for a fiscal year and a five-year business plan revised at least annually with conso...
