Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish each Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors. (c) The Company will furnish each Investor, as soon as practicable 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, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company) (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 5 contracts
Samples: Series C Preferred Stock Purchase Agreement (Mp3 Com Inc), Series C Preferred Stock Purchase Agreement (Mp3 Com Inc), Series C Preferred Stock Purchase Agreement (Mp3 Com Inc)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As So long as any Shares remain outstanding, as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) 180 days thereafter, the Company will furnish each any Investor holding together with its affiliates at least 2,500,000 shares of Series A Preferred (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like after the date hereof) (each, a “Major Investor”) an audited balance sheet of the Company, as at the end of such fiscal year, and a an audited statement of income and a an audited statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of DirectorsBoard.
(c) The Company will furnish each Major Investor, as soon as practicable 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) 60 days thereafter, a an unaudited balance sheet of the Company as of the end of each such quarterly period, period and a an unaudited statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made, as well as an up-to-date capitalization table of the Company.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the The Company will furnish each such Major Investor (i) at least thirty (30) 30 days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year that each have been approved by the Board (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 4 contracts
Samples: License Agreement (Mirum Pharmaceuticals, Inc.), License Agreement (Mirum Pharmaceuticals, Inc.), Investor Rights Agreement (Lumena Pharmaceuticals, Inc.)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafterafter the end of such fiscal year (or such longer period as is approved by a majority of the Board, including at least two of the Preferred Directors), the Company will furnish each Preferred Investor (and to each other Investor, upon request by such other Investor) a consolidated balance sheet of the CompanyCompany and its subsidiaries, as at the end of such fiscal year, and a statement consolidated statements of income and a statement of cash flows of the CompanyCompany and its subsidiaries, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of DirectorsBoard.
(c) The Company will furnish each Preferred Investor (and to each other Investor, upon request by such other Investor), as soon as practicable 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, a consolidated balance sheet of the Company and its subsidiaries as of the end of each such quarterly period, and a statement consolidated statements of income and a statement of cash flows of the Company and its subsidiaries for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the The Company will furnish each such Major Preferred Investor (i) at least thirty (30) days prior and to the beginning of each fiscal year an annual budget and operating plans for other Investor, upon request by such fiscal year (and as soon as available, any subsequent revisions thereto); and (iiother Investor) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a consolidated balance sheet of the Company and its subsidiaries as of the end of each such month, and a statement consolidated statements of income and a statement of cash flows of the Company and its subsidiaries for such month and for the current fiscal year to date, including a comparison to plan figures for such periodmonth, prepared in accordance with generally accepted accounting principles consistently appliedapplied (except as noted thereon or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 4 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement, Investor Rights Agreement (Trevena Inc)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty ninety (12090) days thereafter, the Company will furnish each Investor a Holder of at least 250,000 shares of Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits and similar events) an audited consolidated balance sheet of the Company, as at the end of such fiscal year, and a an audited consolidated statement of income and a an audited consolidated statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors.
(c) The Company will furnish each InvestorSo long as a Holder shall own at least 250,000 shares of Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits and similar events), as soon as practicable 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, the Company will furnish each such Holder a consolidated balance sheet of the Company as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) a Holder shall own not less than five hundred thousand (500,000) at least 250,000 shares of Registrable Securities (as adjusted presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits and combinations) (a "MAJOR INVESTOR"similar events), the Company will furnish each such Major Investor Holder (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year, beginning with the Company's fiscal year (and as soon as availableended December 31, any subsequent revisions thereto)2001; and (ii) as soon as practicable within thirty (30) days after the end of each month, and in any event within twenty (20) days thereafter, a an unaudited balance sheet of the Company as of the end of each such month, and a statement statements of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such periodflows, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans other than for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (eaccompanying notes).
Appears in 3 contracts
Samples: Investors' Rights Agreement (Rightnow Technologies Inc), Investors' Rights Agreement (Rightnow Technologies Inc), Investors' Rights Agreement (Rightnow Technologies Inc)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with U.S. generally accepted accounting principles consistently appliedapplied (“GAAP”), and will set aside on its their books all such proper accruals and reserves as shall be required under generally accepted accounting principles GAAP consistently applied.
(ba) As soon as reasonably practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) calendar days thereafterafter the end of each such fiscal year, the Company will furnish to each Investor Holder of Shares or Registrable Securities, a consolidated balance sheet of the Company, as at of the end of such fiscal year, and a consolidated statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied detail and audited and certified by a report and opinion thereon by (i) independent public accountants of national standing selected approved by the Board and (ii) the Chief Financial Officer or Chief Executive Officer of the Company's Board of Directors.
(cb) The Company will furnish each Investor, as As soon as reasonably practicable after the end of the first, second and third quarterly accounting periods in first three fiscal quarters of each fiscal year of the Company, and in any event within forty-five (45) days thereafterthereafter (so long as reasonably practicable), the Company will furnish to (i) each stockholder who, with its Affiliates, owns not less than five percent (5%) of the Company’s then outstanding Common Stock (as adjusted for stock splits, stock dividends and the like) on an as-converted basis, (ii) GE, so long as GE and its Affiliates continue to own at least fifty percent (50%) of the Series B Preferred (or Common Stock issued or issuable upon conversion of the Series B Preferred) outstanding as of the date hereof (as adjusted for stock splits, stock dividends, recapitalizations and the like), (iii) NGP, so long as NGP continues to own at least fifty percent (50%) of the Shares (or Common Stock issued or issuable upon conversion of the Shares) held by NGP as of the date hereof (as adjusted for stock splits, stock dividends, recapitalizations and the like), (iv) Angeleno, so long as Angeleno and its Affiliates continue to own at least fifty percent (50%) of the Shares (or Common Stock issued or issuable upon conversion of the Shares) held by Angeleno or its Affiliates as of the date hereof (as adjusted for stock splits, stock dividends, recapitalizations and the like) and (v) Element, so long as Element and its Affiliates continue to own at least fifty percent (50%) of the Shares (or Common Stock issued or issuable upon conversion of the Shares) held by Element or its Affiliates as of the date hereof (as adjusted for stock splits, stock dividends, recapitalizations and the like) (each, a “Major Investor”), an unaudited consolidated balance sheet of the Company as of the end of each such quarterly period, and a an unaudited consolidated statement of income and a an unaudited statement of cash flows of the Company for such period and for the current fiscal year to date, all certified by the Company’s Chief Financial Officer or Chief Executive Officer, prepared in accordance with generally accepted accounting principles, GAAP (with the exception that no notes need be attached to such statements and yearperiod-end audit adjustments may not have been made) and setting forth in each case in comparative form the figures from the previous fiscal quarter and from the Budget and Operating Plan (as defined below).
(dc) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as As soon as available, any subsequent revisions thereto); and (ii) as soon as reasonably practicable after the end of each month, and in any event within twenty thirty (2030) calendar days thereafterafter each such month, a the Company will furnish to each Major Investor an unaudited consolidated balance sheet of the Company as of the end of each such monthperiod, and a an unaudited consolidated statement of income and a an unaudited statement of cash flows of the Company for such month period and for the current fiscal year to date, including a comparison to plan figures for such periodall certified by the Company’s Chief Financial Officer or Chief Executive Officer, prepared in accordance with generally accepted accounting principles consistently applied, GAAP (with the exception that no notes need be attached to such statements and yearperiod-end audit adjustments may not have been made) and setting forth in each case in comparative form the figures from the previous month and from the Budget and Operating Plan.
(ed) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the The Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) each Major Investor at least thirty (30) calendar days prior to the beginning of each fiscal year a detailed business plan for the upcoming fiscal year that includes an annual operating budget and operating plans for such fiscal year (the “Budget and as soon as availableOperating Plan”).
(e) Notwithstanding anything contained in this Section 3.1 to the contrary, the Company, in its reasonable discretion, shall have the right to exclude from any information provided by it to GE or its Affiliates pursuant to this Section 3.1 or elsewhere any information on any competitive aspect of the wind energy industry (including, without limitation, any subsequent revisions theretoinformation relating to a specific subsidiary, facility or portion thereof, customer or prospective customer); provided further that (i) any financial statements delivered to GE or its Affiliates by the Company pursuant to this Section 3.1 need only contain holding company consolidated reports, non-wind segment reports, and summary information and (ii) as soon as practicable the Company will provide to GE the following information with respect to each new blade manufacturing facility developed by the Company on or after the end date hereof (each such new facility, a “New Plant”): (A) total gross revenue on a quarterly basis for such New Plant, (B) EBITDA on a quarterly basis for such New Plant, (C) the date on which the ground breaking for such New Plant occurs, (D) the date on which such New Plant opens, (E) the date on which the first blade is shipped from such New Plant, (F) the approximate date on which such New Plant achieves fifty percent (50%) of each monthsuch New Plant’s planned capacity (the “50% Planned Capacity”), (G) the aggregate investment schedule (the “Investment Schedule”) for the construction of such New Plant (regardless of the source of funds) and (H) a quarterly report of such Investment Schedule will be provided until such time as such New Plant achieves 50% of its Planned Capacity, such report to consist of a statement as to whether the Company is on target with respect to such Investment Schedule (i.e., within plus or minus fifteen percent (15%) of such Investment Schedule) or, in the event the Company is not on target with respect to such Investment Schedule, an indication by the Company of the fifteen percent (15%) range by which the Company is not on target with respect to such Investment Schedule (e.g., if the Company is 25% under the Investment Schedule, then the Company will indicate that it is within 15%-30% under the Investment Schedule). The Company and GE will work together in good faith to determine if any additional financial metrics will be provided to GE or its Affiliates by the Company, which determination will be made on the basis of the type of information in question and in light of competitive considerations relating to the wind energy industry (including, without limitation, competitive considerations relating to the wind energy industry with respect to any event within twenty (20) days thereafterspecific subsidiary, a balance sheet of the Company as of the end of each such monthfacility or portion thereof, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued customer or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (eprospective customer).
Appears in 3 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Tpi Composites, Inc), Investor Rights Agreement (Tpi Composites, Inc)
Basic Financial Information and Reporting. (a) The Company will and its Subsidiaries (if any) shall maintain true books and records of account that are accurate in all material respects in which full and correct complete entries will shall be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will shall set aside on its their books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) For so long as no less than 5% of the Series A Preferred Stock is issued and outstanding, the Company will furnish to each holder of Series A Preferred Stock (“Series A Recipients”) the following information, and for so long as no less than 5% of the Series B Preferred Stock is issued and outstanding, the Company will furnish to each holder of Series B Preferred Stock (“Series B Recipients”) the following information:
(i) As soon as practicable after the end of each fiscal year of the Company, and in any event within seventy five (75) days thereafter, the Company shall furnish to the Series A Recipients and Series B Recipients, as applicable, an un-audited consolidated balance sheet of the Company and its Subsidiaries, as at the end of such fiscal year, and an un-audited consolidated statement of operations and a consolidated statement of cash flows of the Company and its Subsidiaries, for such year, all in reasonable detail.
(ii) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty eighty (120180) days thereafter, the Company will shall furnish each Investor to the Series A Recipients and Series B Recipients, as applicable, a consolidated balance sheet of the CompanyCompany and its Subsidiaries, as at the end of such fiscal year, and a consolidated statement of income operations and a consolidated statement of cash flows of the CompanyCompany and its Subsidiaries, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by a firm of independent public accountants of national standing or such other independent public accounting firm selected by the Company's Board and approved by the holders of Directorsat least 66 ⅔% of the then outstanding Preferred Stock (on an as-converted basis and including any shares of Common Stock into which the Preferred Stock are converted) (the “Majority Holders”).
(ciii) The Company will furnish each Investor, as As soon as practicable after the end of each month and after the end of the first, second and third quarterly accounting periods in each fiscal year of the CompanyCompany and its Subsidiaries, and in any event within forty-five thirty (4530) days thereafter, a an un-audited consolidated balance sheet of the Company as of the end of each such quarterly periodsheet, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such period monthly or quarterly period, as applicable, and for the current fiscal year to date, including a comparison of the current fiscal year to date to the Company’s annual budget with any variances between such figures so listed, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(div) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the Company will furnish each such Major Investor (i) at At least thirty (30) days prior to the beginning of each fiscal year year, an annual budget budget, including projected income, cash flow and balance sheet statements on at least a quarterly basis for the ensuing fiscal year, and operating plans plans, including a brief qualitative description of the Company’s plan by the CEO in support of the annual budget of the Company and its Subsidiaries for such fiscal year (and as soon as availablereasonably practicable, any subsequent revisions thereto) (the “Budget”); and . The Budget shall be approved by the Board no later than ten (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (3010) days prior to the beginning of each the next fiscal year year.
(v) Within five (5) business days after an annual budget executive officer of the Company or its Subsidiaries, as the case may be, has knowledge of: (i) the occurrence of a default hereunder, or under any material agreement of the Company or its Subsidiaries, including without limitation any loan or financing agreement, (ii) the commencement of any legal proceeding against the Company, or (iii) any effect, condition, event, or circumstance that has resulted in a material and operating plans for adverse effect on the business, properties, assets, condition (financial or otherwise), results of operations or liabilities of the Company or its Subsidiaries, a statement from the CEO describing such fiscal year occurrence and management’s anticipated response.
(vi) Other financial and other information of the Company and its Subsidiaries as soon a Series A Recipient or Series B Recipient, as availableapplicable, any subsequent revisions thereto); may reasonably request from time to time.
(vii) Within five (5) business days after the date of filing or delivery, copies of all materials of whatsoever nature filed or delivered by the Company or its Subsidiaries thereof (i) with the Commission and (ii) as soon as practicable after with any national or foreign securities exchange or quotation bureau.
(c) In the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company or its Subsidiaries fails to timely provide each Series A Recipient and Series B Recipient, as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently appliedapplicable, with the exception that no notes need be attached information and reports required by this Section 3.1, the Majority Holders may, thirty (30) days after providing written notice of such failure to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlasits Subsidiaries, dated as during which period the Company shall have the opportunity to cure such deficiency, request that the accounting firm of April 19its choice audit the Company and its Subsidiaries, 1999at the Company’s expense, Investors who are in order to produce such reports in a manner satisfactory to the holders of Registrable Securities issued or issuable upon conversion of Series B Preferred Stock, or upon exercise of the Warrants, in their reasonable discretion. The Company and its Subsidiaries shall only be furnished with balance sheets and statements of income pursuant to this subsection (e)cooperate in any such audit.
Appears in 3 contracts
Samples: Investor Rights Agreement (Nupathe Inc.), Investor Rights Agreement (Nupathe Inc.), Investor Rights Agreement (Nupathe Inc.)
Basic Financial Information and Reporting. (a) The Company will maintain true and procure that each Group Company maintains proper books and records of account and will prepare financial statements in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) 150 days thereafter, the Company will furnish to each Investor (with its Affiliates) that owns not less than 1,000,000 Preferred Shares (as adjusted for share splits and combinations) (a “Major Investor) a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of DirectorsBoard.
(c) The Company will furnish each Major Investor, as soon as practicable after the end of the first, second and third each quarterly accounting periods in each fiscal year of the Company and each Group Company, and in any event within forty-five (45) 45 days thereafterthereafter in the case of each quarterly accounting period, a balance sheet of the Company and each Group Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company and each Group Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long The Company will furnish each Major Investor, as an Investor soon as practicable, but in any event within forty-five (with its Affiliates45) shall own not less than five hundred thousand (500,000) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of Registrable Securities each class and series of share capital and securities convertible into or exercisable for issued share capital at the end of the period, the Ordinary Shares issuable upon conversion or exercise of any issued securities convertible or exercisable for Ordinary Shares and the exchange ratio or exercise price applicable thereto, and the number of shares of issued options and options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company.
(as adjusted for stock splits and combinationse) (To the extent requested by a "MAJOR INVESTOR")Major Investor, the Company will furnish each such Major Investor (i) Investor, at least thirty (30) 30 days prior to the beginning of each fiscal year year, an annual budget and operating plans for such fiscal year approved by the Board.
(and as soon as availablef) Such other information relating to the financial condition, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each monthbusiness, and in any event within twenty (20) days thereafterprospects, a balance sheet or corporate affairs of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year any Major Investor may from time to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been madetime reasonably request; provided, however, that after the termination Company shall not be obligated under this Subsection 3.1(f) to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form reasonably acceptable to the Company); or (ii) the disclosure of that certain Consulting Agreement (which would adversely affect the "Consulting Agreement") attorney-client privilege between the Company and Atlasits counsel. If, dated as of April 19for any period, 1999, Investors who the Company has any Group Company whose accounts are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise consolidated with those of the WarrantsCompany, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall only be furnished with balance sheets the consolidated and consolidating financial statements of income pursuant to this subsection (e)the Company and all such consolidated Group Company.
Appears in 3 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Iterum Therapeutics LTD), Investor Rights Agreement (Iterum Therapeutics LTD)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles United States GAAP consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles United States GAAP consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred hundred-twenty (120) days thereafter, the Company will furnish each Major Investor audited financial statements for the completed fiscal year, including a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles United States GAAP consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by an independent public accountants accounting firm of good national standing selected or regional reputation approved by the Company's Board of DirectorsBoard.
(c) The Company will furnish each Investor, as As soon as practicable 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, the Company will furnish each Major Investor, unaudited financial statements for the completed quarter including a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesUnited States GAAP consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as As soon as practicable after the end of each calendar month, and in any event within twenty thirty (2030) days thereafter, the Company will furnish each Major Investor, unaudited financial statements for the completed month including a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month monthly period and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles United States GAAP consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the The Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to each Major Investor an annual budget for the Company)
(i) ’s operations at least thirty fifteen (3015) days prior to the beginning of each fiscal year an annual budget prepared on a quarterly basis, including balance sheets, income statements, and operating plans statements of cash flow for such fiscal year (and as soon as availablemonths and, promptly after prepared, any subsequent revisions thereto); and other budgets or revised budgets prepared by the Company;.
(iif) as soon as practicable after Promptly following the end of each monthquarter or as otherwise reasonably requested by a Major Investor, the Company will furnish to each Major Investor an up-to-date capitalization table.
(g) The Company will promptly, and in any event within twenty thirty (2030) days thereafter, provide the Major Investors written notice of the following events:
(i) Any uncured default by the Company under any indebtedness or material contract to which the Company is a balance sheet party;
(ii) Any pending litigation initiated by or against the Company, or receipt of a written threat of litigation, reasonably likely to be material to the Company; and
(iii) Any written commitment by the Company to acquire or dispose of assets reasonably likely to be material to the Company,
(h) The Company shall permit each Major Investor at such Major Investor’s expense, to visit and inspect the Company’s properties; examine its books of account and records; and discuss the Company’s affairs, finances, and accounts with its officers, during normal business hours of the Company as of may be reasonably requested by the end of each such month, Major Investor and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been madeupon at least three business days’ written notice; provided, however, that after the termination Company shall not be obligated pursuant to this Section 3.1 to provide access to any information that it reasonably and in good faith considers to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or the disclosure of that certain Consulting Agreement (which would adversely affect the "Consulting Agreement") attorney-client privilege between the Company and Atlasits counsel.
(i) The information reporting requirements as set forth in this Section 3.1 shall terminate as to individual Major Investors as follows: (i) as to Major Investors who qualify as such based solely on clause (iii) of the definition of Major Investor herein, dated at such time as less than 13,957,005 shares of the authorized Preferred Stock as of April 19the date of this Agreement are issued and outstanding, 1999, (ii) as to Major Investors who are holders of Registrable Securities issued or issuable upon conversion qualify as such based on holdings of Series B A-2 Preferred Stock, Series A-1 Preferred Stock, or upon exercise Series A Preferred Stock at such time as less than 3,696,667 shares of Series A-2 Preferred Stock, Series A-1 Preferred Stock, or Series A Preferred Stock are issued and outstanding in the Warrantsaggregate, and (iii) as to Major Investors who qualify as such based on holdings of Series B-2 Preferred Stock, Series B-1 Preferred Stock or Series B Preferred Stock, at such time as less than 6,840,226 shares of Series B-2 Preferred Stock, Series B-1 Preferred Stock or Series B Preferred Stock, are issued and outstanding in the aggregate, provided, in each case, such calculation shall only be furnished with balance sheets as adjusted for stock splits and statements combinations after the date of income pursuant to this subsection (e)Agreement.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (AEON Biopharma, Inc.), Investors’ Rights Agreement (AEON Biopharma, Inc.), Investors’ Rights Agreement (AEON Biopharma, Inc.)
Basic Financial Information and Reporting. (a) The Company will maintain true proper books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein), and will set aside on its books including all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As So long as a Major Investor holds shares of Preferred Stock or shares of Common Stock issued upon the conversion thereof, the Company shall:
(i) as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty ninety (12090) days thereafterthereafter (or such shorter period as required by the rules and regulations of the Exchange Act for filing the Company’s annual report on Form 10-K), the Company will furnish each such Major Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's ’s Board of Directors.; and
(cii) The Company will furnish each such Major Investor, as soon as practicable 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, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples consistently applied (except as noted therein), with the exception that no notes need be attached to such statements need not contain all the notes that may be required under generally accepted accounting principles and year-end audit adjustments may not have been made.
(dc) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the The Company will furnish each such Major Investor Investor: (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty thirty (2030) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently appliedapplied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 3 contracts
Samples: Investor Rights Agreement (LendingClub Corp), Investor Rights Agreement (LendingClub Corp), Investor Rights Agreement (LendingClub Corp)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the The Company will furnish or make available by electronic transmission (including a virtual dataroom or similar facility) to each Investor a both (x) the unaudited balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, in each case within 90 days after the end of such fiscal year and (y) the audited balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, in each case within 150 days after the end of such fiscal year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such , with such audited financial statements shall be accompanied by a report being audited and opinion thereon certified by independent public accountants of national nationally recognized standing selected by the Company's Board of Directors.
(c) The To the extent requested by an Investor, the Company will furnish each or make available by electronic transmission (including a virtual dataroom or similar facility) to such Investor, as soon as practicable practicable, but in any event within forty-five (45) days 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, Company a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples consistently applied (except as noted therein), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 3 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Atreca, Inc.), Investor Rights Agreement (Atreca, Inc.)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As To the extent requested by an Investor, as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish each such Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of DirectorsBoard.
(c) The Company will furnish each Investor, as soon as practicable 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, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliatesaffiliates) shall own not less than five hundred eighty-one thousand seven hundred thirty (500,000581,730) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"“Major Investor”), the Company will furnish each such Major Investor Investor: (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each monthquarter of each fiscal year of the Company, and in any event within twenty forty-five (2045) days thereafter, a balance sheet of the Company as of the end of each such monthquarter, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such periodquarter, prepared in accordance with generally accepted accounting principles consistently appliedapplied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 3 contracts
Samples: Investor Rights Agreement (Snowflake Inc.), Investor Rights Agreement (Snowflake Inc.), Investor Rights Agreement (Snowflake Inc.)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty ninety (12090) days thereafter, the Company will furnish each Major Investor (and Amgen Inc., for so long as Amgen continues to hold at least 600,000 shares (as adjusted for stock splits, dividends, recapitalizations and the like following the C-1 Closing) of Series A Preferred) a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's ’s Board of Directors.
(c) The Company will furnish each InvestorMajor Investor (and Amgen Inc. for so long as Amgen continues to hold at least 600,000 shares (as adjusted for stock splits, dividends, recapitalizations and the like following the C-1 Closing) of Series A Preferred), as soon as practicable 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, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an any Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (qualifies as adjusted for stock splits and combinations) (a "MAJOR INVESTOR")Major Investor, the Company will furnish each such Major Investor (and Amgen Inc. for so long as Amgen continues to hold at least 600,000 shares (as adjusted for stock splits, dividends, recapitalizations and the like following the C-1 Closing) of Series A Preferred): (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently appliedapplied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 3 contracts
Samples: Investor Rights Agreement (Orbimed Advisors LLC), Investor Rights Agreement (Relypsa Inc), Investor Rights Agreement (Relypsa Inc)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As Unless waived by Holders holding a majority of the Registrable Securities, as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish each such Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's ’s Board of Directors.
(c) The Company will furnish each Investor, as soon as practicable 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, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliatesaffiliates) shall own owns not less than five hundred thousand two million (500,0002,000,000) shares of Registrable Securities (as adjusted for stock splits splits, dividends, combinations and combinationsthe like occurring after the date of this Agreement) (a "MAJOR INVESTOR"“Major Investor”), the Company will furnish each such Major Investor Investor: (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently appliedapplied (except as noted thereon), with the exception that no notes need be attached to such statements need not contain all the notes that may be required under generally accepted accounting principles and year-end audit adjustments may not have been made.
(ed) So long as Notwithstanding Section 5.5 hereof, this Section 3.1 may be amended, or any Series B Investor (provision waived with its Affiliates) owns any shares of Registrable Securities, and only with the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet written consent of the Company as and the Major Investors holding a majority of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stockheld by all Major Investors, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e)as permitted by Section 5.5.
Appears in 3 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Nimble Storage Inc), Investor Rights Agreement (Nimble Storage Inc)
Basic Financial Information and Reporting. (a) The Company will maintain true keep proper books of record and records of account account, in which full entries which are complete and correct entries will in all material respects shall be made of all its material dealings and transactions of or in relation to the properties and business transactions pursuant to a system thereof, and which will permit the production of accounting established and administered financial statements in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles GAAP consistently applied.
(b) As The Company will furnish to each Major A-1 Investor, as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafterthereafter or as otherwise determined by the Board of Directors, the Company will furnish each Investor a an audited balance sheet as of the Company, as at the end of such fiscal year, and a statement statements of income income, changes in stockholders’ equity and a statement of cash flows of the Company, for such year, all prepared for the Company and its subsidiaries, setting forth, in accordance with generally accepted accounting principles consistently applied and setting forth in the case of each case financial statement, in comparative form form, the figures audited financial statement for the previous immediately preceding fiscal year, all in reasonable detail, prepared in accordance with GAAP consistently applied. Such financial statements financials shall be accompanied by a report and an opinion thereon by of independent certified public accountants of national recognized regional standing selected by the Company's Board , which opinion shall state that such financial statements present fairly, in all material respects, the financial position of Directorsthe Company or its subsidiaries, as applicable, and its results of operations and cash flows and have been prepared in conformity with GAAP consistently applied, and that the examination of such accountants in connection with such financial statements has been made in accordance with GAAP consistently applied, and that such audit provides a reasonable basis for such opinion in the circumstances.
(c) The Company will furnish each Major A-1 Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year quarter of the Company, and in any event within forty-five sixty (4560) days thereafter, a an unaudited balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto)quarter; and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection and cash flows (e)and any other statements requested by the Board of Directors) for such fiscal quarter and for the portion of such fiscal year ending with such fiscal quarter, for the Company and its subsidiaries, set forth in a manner and with a level of detail and any certifications requested by the Board of Directors.
Appears in 2 contracts
Samples: Registration Rights and Securityholder Agreement (Esperion Therapeutics, Inc.), Registration Rights and Securityholder Agreement (Esperion Therapeutics, Inc.)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty ninety (12090) days thereafter, the Company will furnish each Investor a and Xxxxxx an audited consolidated balance sheet of the Company, as at the end of such fiscal year, and a an audited consolidated statement of income and a an audited consolidated statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case case, in comparative form form, the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors.
(c) The Company will furnish each InvestorInvestor and Xxxxxx, as soon as practicable 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, a an unaudited consolidated balance sheet of the Company as of the end of each such quarterly period, and a an unaudited consolidated statement of income and a an unaudited consolidated statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the The Company will furnish each such Major Investor (i) and Xxxxxx at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans plan for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 2 contracts
Samples: Investors' Rights Agreement (Buy Com Inc), Investors' Rights Agreement (Buy Com Inc)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish to each Major Investor and Guarantor (so long as the Guarantee shall be outstanding) a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's ’s Board of Directors.
(c) The Company will furnish to each InvestorMajor Investor and Guarantor (so long as the Guarantee shall be outstanding), as soon as practicable 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, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples consistently applied (except as noted therein), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the The Company will furnish to each such Major Investor and Guarantor (so long as the Guarantee shall be outstanding): (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions written provisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty fifteen (2015) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 2 contracts
Samples: Investor Rights Agreement (Scynexis Inc), Investor Rights Agreement (Scynexis Inc)
Basic Financial Information and Reporting. (ai) The Company will maintain true books For so long as any Stockholder and records of account its Permitted Transferees beneficially own, in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedthe aggregate, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year at least 20% of the Company, and in any event within one hundred twenty (120) days thereafterRestricted Shares held by such Stockholder on the date immediately following the date of this Agreement, the Company will furnish each Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors.
Stockholder (c) The Company will furnish each Investor, as soon as practicable 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, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (iiA) as soon as practicable after the end of each fiscal month, and in any event within twenty (20) 30 days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
monthly unaudited consolidated financial statements; (e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (iiB) as soon as practicable after the end of each monthof the first three fiscal quarters for each year, and in any event within twenty (20) 45 days thereafter, a quarterly unaudited consolidated financial statement balance sheet of the Company and its subsidiaries as of the end of each such month, the fiscal quarter and a consolidated statement of income and a consolidated statement of cash flows of the Company and its subsidiaries for such month fiscal quarter; and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that (C) as soon as practicable after the termination end of that certain Consulting Agreement each fiscal year, and in any event within one hundred and twenty (the "Consulting Agreement"120) between days thereafter, an audited consolidated balance sheet of the Company and Atlas, dated its subsidiaries as of April 19the end of such fiscal year, 1999and a consolidated statement of income and a consolidated statement of cash flows of the Company and its subsidiaries for such fiscal year certified by an independent public accounting firm. In addition, Investors who are holders for so long as any Stockholder beneficially owns at least 20% of Registrable Securities issued the Restricted Shares held by such Stockholder on the date immediately following the date of this Agreement, the Company will provide such Stockholder with (A) a copy of its annual budget when it is provided to the Board and (B) a copy of any other financial information required to be provided to any lender pursuant any Financing Documents or issuable upon conversion of Series B required to be filed with the Commission.
(ii) For so long as the Management Stockholder beneficially owns any Common Stock, whether or not JC Mas is employed by the Company, the Company shall provide its unaudited quarterly financial statements and audited financial statements described in Section 12(c)(i) above to the Management Stockholder upon exercise of the Warrants, shall only be furnished with balance sheets its request. The Management Stockholder hereby acknowledges and agrees that it will not discuss or disclose any financial statements of income provided to him pursuant to this subsection (e)Section 12(c)(ii) with anyone for any reason at any time, without the prior written consent of the Board, except as may be required by applicable law or legal process.
Appears in 2 contracts
Samples: Stockholders Agreement (Neff Corp), Stockholders Agreement (Neff Rental LLC)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. In addition to the information described in Section 3.1(b), (c) and (d), the Company shall provide in a timely manner any other information concerning the Company and its business and affairs as any of the Investors may from time to time reasonably request.
(b) As soon as practicable after the end of each fiscal year of the CompanyCompany and so long as any of the Shares are outstanding, and in any event within one hundred twenty (12012) days thereafter, the Company will furnish to each Investor a consolidated balance sheet of the Company, as at the end of such fiscal year, and a an audited consolidated income statement of income and a an audited consolidated cash flow statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for from the previous fiscal year, with an explanation of any material differences between them, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of DirectorsDirectors and a report by management with a discussion of the Company's business, including any changes in the Company's financial condition and any significant business developments.
(c) The As long as any of the Shares are outstanding, the Company will furnish each Investor, as soon as practicable 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, a consolidated balance sheet of the Company as of the end of each such quarterly period, and a consolidated income statement of income and a consolidated cash flow statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need to be attached to such statements and year-end audit adjustments may not have been made, and setting forth in each case in comparative form the figures from the previous fiscal year, with an explanation of any material differences between them. Such financial statements shall be accompanied by a report by management with a discussion of the Company's business, including any changes in the Company's financial condition and any significant business developments.
(d) So As long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares any of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR")the Shares are outstanding, the Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and and, as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty thirty (2030) days thereafter, a consolidated balance sheet of the Company as of the end of each such month, and a consolidated income statement of income and a consolidated cash flow statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 2 contracts
Samples: Investors' Rights Agreement (Vastera Inc), Stock Transfer Agreement (Vastera Inc)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) 180 days thereafter, the Company will furnish each Major Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be audited and accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of DirectorsBoard.
(c) The Company will furnish each such Major Investor, as soon as practicable 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) 30 days thereafter, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the The Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as availableInvestor, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) 30 days thereafter, a balance sheet of the Company as of the end of each such monthmonthly period, and a statement of income and a statement of cash flows of the Company for such month period and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the The Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) such Major Investor at least thirty (30) 30 days prior to after the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Forty Seven, Inc.)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty eighty (120180) days thereafterthereafter (or such later date as the Board determines) and for so long as an Investor (either alone or together with its affiliates) shall own not less than one million two hundred thousand (1,200,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a “Major Investor”), the Company will furnish each Investor to and upon the request of such Major Investor, a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detaildetail (the “Annual Financial Statements’). Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Board (the “Audited Annual Financial Statements”). Notwithstanding the foregoing, in the event the Company is not able to provide the Audited Annual Financial Statements within one hundred twenty (120) days after the end of the fiscal year of the Company's Board , the Company shall furnish each Major Investor, upon request of Directorssuch Major Investor, unaudited Annual Financial Statements within one hundred twenty (120) days after the end of each fiscal year, it being understood that any such delivery to any Major Investor shall not relieve the Company of its obligation to furnish Annual Audited Financial Statements as soon as practicable thereafter.
(c) The Company will furnish each Major Investor, upon the request of such Major Investor, as soon as practicable 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, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (To the extent requested by a "MAJOR INVESTOR")Major Investor, the Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year (or prior to such later date as the Board determines), the Company will furnish each such Major Investor an annual budget and operating plans for such fiscal year year, (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares To the extent requested by a Major Investor, copies of Registrable Securities, the Company will furnish to three (3) Investors appointed full reports of independent third-party valuation firms obtained by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month purposes of compliance with Section 409A of the Internal Revenue Code and summary capitalization tables for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e)Company.
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Ruckus Wireless Inc)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles in the United States (“GAAP”), consistently appliedapplied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles GAAP consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish each Major Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form GAAP (except as noted therein or as disclosed to the figures for the previous fiscal yearrecipients thereof), all in reasonable detail. Such financial statements which shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board Board; provided, however that the (i) the timing of Directorssuch delivery of such annual financial statements and (ii) the requirement that such annual financial statement be accompanied by a report and opinion by an independent public accountant of national standing may be waived by the Board, including all of the Preferred Directors then-seated.
(c) The Company will furnish each Investor, as As soon as practicable 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, the Company will furnish each Major Investor, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesGAAP (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made; provided, however that the timing of such delivery of such financial statements for the quarterly period may be waived by the Board, including all of the Preferred Directors then-seated.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the The Company will furnish each such Major Investor (i) at least thirty (30) days prior to after the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto), prepared on a monthly basis, including balance sheets, income statements and statements of cash flow for such months; provided, however that the timing of such delivery of such annual budget, operating plans and (ii) as soon as practicable after monthly financial statements may be waived by the end of each monthBoard, and in any event within twenty (20) days thereafter, a balance sheet including all of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and yearPreferred Directors then-end audit adjustments may not have been madeseated.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable SecuritiesNotwithstanding anything else in this Section 3.1 to the contrary, the Company will furnish to three may cease providing the information set forth in this Section 3.1 during the period starting with the date sixty (360) Investors appointed by Atlas (as designated in writing to days preceding the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet ’s good faith estimate of the Company as date of the end filing of each such month, and a registration statement of income and a statement of cash flows of the Company for such month and for the current fiscal year if it reasonably concludes it must do so to date, including a comparison to plan figures for such period, prepared in accordance comply with generally accepted accounting principles consistently applied, with the exception that no notes need be attached SEC rules applicable to such statements registration statement and year end audit adjustments may not have been maderelated offering; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant is no longer actively employing its reasonable efforts to this subsection (e)cause such registration statement to become effective.
Appears in 2 contracts
Samples: Investor Rights Agreement (Nurix Therapeutics, Inc.), Investor Rights Agreement (Nurix Therapeutics, Inc.)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish each Investor that holds at least 1,000,000 Registrable Securities (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like after the date hereof) (each, a “Major Investor”) a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's ’s Board of Directors, including at least two (2) of the Preferred Directors.
(c) The Company will furnish each Major Investor, as soon as practicable 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, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples consistently applied (except as noted therein), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the The Company will furnish each such Major Investor Investor: (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).as
Appears in 2 contracts
Samples: Investor Rights Agreement (Cirius Therapeutics, Inc.), Investor Rights Agreement (Cirius Therapeutics, Inc.)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions (and all those of any subsidiary of the Company) pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish to each Major Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be audited and accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's ’s Board of Directors.
(c) The Company will furnish to each Major Investor, as soon as practicable 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, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the The Company will furnish each such Major Investor (i) Investor: at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year year, including a detailed marketing plan and capital expenditures budget approved by the Board (and as soon as available, any subsequent written revisions thereto); and (ii) and, as soon as practicable after the end of each month, and in any event within twenty thirty (2030) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently appliedapplied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as The Company will promptly furnish notice to each Major Investor of the occurrence of any Series B Investor corporate actions, including, without limitation, stock splits, reverse stock splits, dividends, financings and recapitalizations and such other information that may be reasonably requested by a Major Investor.
(f) If, for any period, the Company has any subsidiary whose accounts are consolidated with its Affiliates) owns those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. If, for any shares period, the Company has any subsidiary whose accounts are not consolidated with those of Registrable Securitiesthe Company, then the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing each Major Investor such information relating to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as availablefinancial condition, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each monthbusiness, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stockprospects, or upon exercise corporate affairs of the Warrants, shall only be furnished with balance sheets and statements of income pursuant such subsidiary as any Major Investor may from time to this subsection (e)time reasonably request.
Appears in 2 contracts
Samples: Investor Rights Agreement (Zulily, Inc.), Investor Rights Agreement (Zulily, Inc.)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) 180 days thereafter, the Company will furnish each Investor Investor, together with its Affiliates (as such term is defined in the Charter), holding at least five percent (5%) of the issued and outstanding shares of Preferred Stock of the Company (on an as-converted to Common Stock basis) (a “Major Investor”) a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements referred to in this Section 3.1(b) shall be accompanied by a report and opinion thereon by such independent public accountants of national standing selected by the Company's ’s Board of Directors.
(c) The Company will furnish each Major Investor, as soon as practicable 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) 45 days thereafter, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that such statements shall be unaudited, no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the The Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as availableInvestor, any subsequent revisions thereto); and (ii) as soon as practicable after the end of the first, second, fourth, fifth, seventh, eighth, tenth and eleventh monthly accounting periods in each monthfiscal year of the Company, and in any event within twenty (20) 30 days thereafter, a balance sheet of the Company as of the end of each such monthmonthly period, and a statement of income and a statement of cash flows of the Company for such month period and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently appliedprinciples, with the exception that such statements shall be unaudited, no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable SecuritiesWithout limiting the foregoing, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing each Major Investor, simultaneously with or prior to the Companydelivery of the financial information set forth in Sections 3.1(b), (c) and (d) above, a monthly financial and operations “dash board” report in a form reasonably acceptable to the Major Investors.
(if) The Company will furnish to each Major Investor at least thirty (30) 30 days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year forecasting, on a monthly basis, the Company’s revenues, expenses and cash position for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Ambit Biosciences Corp)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon long as practicable shares of Series B Convertible Preferred Stock, Series A Convertible Preferred Stock, and/or Registrable Securities issued therefor are outstanding, the Company shall deliver or provide to each Series B Investor and Series A Investor (so long as such Investor continues to hold 10% of the Shares originally purchased by said Series B Investor or Series A Investor and/or Registrable Securities issued therefor) of each respective class, and as long as GP Strategies holds at least 10% of the outstanding Common Stock, the Company shall deliver and provide to GP Strategies:
(i) Within 90 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish each Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors.; and
(cA) The Company will furnish each Investor, as soon as practicable 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, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the Company will furnish each such Major Investor (i) at At least thirty (30) 30 days prior to the beginning of each fiscal year year, an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (iiB) as soon as practicable within 20 days after the end of each month, and in any event within twenty (20) days thereafterquarter, a balance sheet of the Company as of the end of each such monthquarter, and a statement of income and a statement of cash flows of the Company for such month quarter and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 2 contracts
Samples: Investor Rights Agreement (National Patent Development Corp), Investor Rights Agreement (Gp Strategies Corp)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As So long as any Shares remain outstanding, as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) 180 days thereafter, the Company will furnish each any Investor holding together with its affiliates at least 2,000,000 shares of Preferred Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like after the date hereof) (each, a “Major Investor”) an audited balance sheet of the Company, as at the end of such fiscal year, and a an audited statement of income and a an audited statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of DirectorsBoard.
(c) The Company will furnish each Major Investor, as soon as practicable 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) 45 days thereafter, a an unaudited balance sheet of the Company as of the end of each such quarterly period, period and a an unaudited statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the The Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as availableInvestor, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each monthmonth in each fiscal year of the Company, and in any event within twenty (20) 30 days thereafter, a an unaudited balance sheet of the Company as of the end of each such month, month and a an unaudited statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such monthly period, prepared in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the The Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) each Major Investor at least thirty (30) 30 days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year that each have been approved by the Board (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Tricida, Inc.)
Basic Financial Information and Reporting. (a) The Company Borrower will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the CompanyBorrower, and in any event within one hundred twenty ninety (12090) days thereafter, the Company Borrower will furnish each Investor the Lender with a consolidated balance sheet of the CompanyBorrower, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the CompanyBorrower, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the CompanyBorrower's Board of Directors.
(c) The Company Borrower will furnish each Investorthe Lender, as soon as practicable 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, a consolidated balance sheet of the Company Borrower as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Company Borrower for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and normal year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the Company The Borrower will furnish each such Major Investor the Lender (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and year, prepared on a monthly basis, including balance sheets, a statement of cash flows for such months, and, as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a consolidated balance sheet of the Company Borrower as of the end of each such month, and a consolidated statement of income and a consolidated statement of cash flows of the Company Borrower for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been madestatements.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 2 contracts
Samples: Convertible Loan Agreement (Gateway Co Inc), Convertible Loan Agreement (Vitech America Inc)
Basic Financial Information and Reporting. (a) The Company will maintain true proper books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein), and will set aside on its books including all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As So long as an Investor holds shares of Preferred Stock or shares of Common Stock issued upon conversion thereof, the Company shall:
(i) as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty ninety (12090) days thereafterthereafter (or such shorter period as required by the rules and regulations of the Exchange Act for filing the Company’s annual report on Form 10-K), the Company will furnish each such Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's ’s Board of Directors.; and
(cii) The Company will furnish each such Investor, as soon as practicable 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, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples consistently applied (except as noted therein), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(dc) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the The Company will furnish each such Major Investor Investor: (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty thirty (2030) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently appliedapplied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 2 contracts
Samples: Investor Rights Agreement (LendingClub Corp), Investor Rights Agreement (LendingClub Corp)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As So long as an Investor (with its affiliates) continues to hold at least two million five hundred thousand (2,500,000) shares (as adjusted for stock splits, dividends and the like) of Series Preferred (a “Major Investor”), to the extent requested by such Major Investor, (i) as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty fifty (120150) days thereafter, the Company will furnish each such Major Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report audited and opinion thereon certified by independent public accountants of national nationally recognized standing selected by the Company's Board of Directors.
Company and (cii) The Company will furnish each Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year quarter of the Company, and in any event within forty-five thirty (4530) days thereafter, the Company will furnish such Major Investor a balance sheet of the Company Company, as of at the end of each such quarterly periodquarter, and a statement of income and a statement of cash flows of the Company Company, for such period and for the current fiscal year to datequarter, all prepared in accordance with generally accepted accounting principlesprinciples consistently applied and setting forth in each case in comparative form the figures for the same quarter the previous fiscal year, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been madeall in reasonable detail.
(dc) So long as an Investor (with its Affiliatesaffiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (continues to be a "MAJOR INVESTOR")Major Investor, to the extent requested by such Major Investor the Company will furnish each such Major Investor Investor: (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently appliedapplied ( except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 2 contracts
Samples: Investor Rights Agreement, Voting Agreement, Right of First Refusal and Co Sale Agreement (Sonim Technologies Inc), Investor Rights Agreement, Voting Agreement, Right of First Refusal and Co Sale Agreement (Sonim Technologies Inc)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As So long as an Investor (with its affiliates) holds Registrable Securities with an initial aggregate purchase price of at least one million dollars (1,000,000.00) (a "Major Investor") and as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty ninety (12090) days thereafter, the Company will furnish each Investor a balance sheet of the Company, as at of the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors.
(c) The Company will furnish each Investor, as soon as practicable 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, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 2 contracts
Samples: Investor Rights Agreement (Epocrates Inc), Investor Rights Agreement (Epocrates Inc)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty fifty (120150) days thereafter, the Company will furnish each Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, and a statement of stockholders’ equity as of the end of such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report audited and opinion thereon certified by independent public accountants of national standing selected by the Board. Additionally, the Company will furnish such Investor by January 31 the Company's Board of Directors’s unaudited financial statements for such prior year prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(c) The To each Major Investor, the Company will furnish each Investorfurnish, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the CompanyCompany and for each month, and in any event within forty-five thirty (4530) days thereafter, a consolidated balance sheet of the Company as of the end of each such quarterly and monthly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with principles consistently applied (except as noted therein or as disclosed to the exception that no notes need be attached to such statements and year-end audit adjustments may not have been maderecipients thereof).
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the The Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as availableInvestor, any subsequent revisions thereto); and (ii) as soon as practicable after the end of the first, second and third quarterly accounting periods in each month, and in any event within twenty (20) days thereafterfiscal year of the Company, a balance sheet statement showing the number of the Company as shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of each such monththe period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and a statement the number of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securitiesissued stock options and stock options not yet issued but reserved for issuance, the Company will furnish if any, all in sufficient detail as to three (3) Investors appointed by Atlas (as designated permit a stockholder to calculate its percentage equity ownership in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e)Company’s current 409A common stock valuation appraisal.
Appears in 2 contracts
Samples: Investor Rights Agreement (PROCEPT BioRobotics Corp), Investor Rights Agreement (PROCEPT BioRobotics Corp)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As So long as an Investor (with its affiliates) owns not less than 1,000,000 Registrable Securities (as adjusted for stock splits and combinations) (a “Major Investor”), as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) 180 days thereafter, the Company will furnish each Major Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of DirectorsBoard.
(c) The Company will furnish each Major Investor, as soon as practicable 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) 45 days thereafter, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples consistently applied (except as noted therein), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the The Company will furnish each such Major Investor Investor: (i) at least thirty (30) 30 days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each monthfiscal year of the Company, and in any event within twenty (20) 180 days thereafter, a balance sheet report setting forth a comparison of the Company as of prior fiscal year’s annual budget with the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and audited financial statements for the current corresponding fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Anaptysbio Inc)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish each such Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's ’s Board of Directors.
(c) The Company will furnish each InvestorMajor Investor (as defined below), as soon as practicable 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, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) 132,000 shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"“Major Investor”), the Company will furnish each such Major Investor to the extent requested by such Major Investor: (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each monthquarter, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such monthquarter, and a statement of income and a statement of cash flows of the Company for such month quarter and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently appliedapplied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So Notwithstanding the foregoing, each X. Xxxx Price Investor and Fidelity Investor shall be considered a “Major Investor” for all purposes of this Agreement, for so long as such Investor holds any Series B Registrable Securities. The Company shall promptly and accurately respond, and shall use its best efforts to cause its transfer agent to promptly respond, to requests for information made on behalf of any X. Xxxx Price Investor or Fidelity Investor relating to (a) accounting or securities law matters required in connection with its Affiliatesaudit or (b) owns any the actual holdings of the applicable X. Xxxx Price Investor Fidelity Investor , including in relation to the total outstanding shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as shall not be obligated to provide any such information that could reasonably result in a violation of April 19, 1999, Investors who are holders of Registrable Securities issued applicable law or issuable upon conversion of Series B Stock, conflict with the Company’s xxxxxxx xxxxxxx policy or upon exercise a confidentiality obligation of the WarrantsCompany. In addition, the quarterly and annual financial statements delivered to the X. Xxxx Price Investors and Fidelity Investors shall only be furnished with balance sheets and statements of income pursuant to this subsection (e)include current capitalization tables.
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Avalanche Biotechnologies, Inc.)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable Within one hundred twenty (120) days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish each Investor that, individually or together with its affiliates, holds at least 2,300,000 shares of Series Preferred (each, a “Major Investor”), a balance sheet of the Company, as at of the end of such fiscal year, and a statement of income income, stockholder’s equity and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of DirectorsBoard.
(c) The Company will furnish each Investor, as soon as practicable Within forty-five (45) days 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, the Company will furnish each Major Investor a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to datedate (collectively, the “Quarterly Financial Statements”), prepared in accordance with generally accepted accounting principlesprinciples consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the The Company will furnish each such Major Investor Investor: (i) at least as soon as practicable following submission to and approval by the Board, and in any event, within thirty (30) days prior to the beginning of each fiscal year year, an annual operating budget and operating plans plan for such fiscal year (the “Plan”) as well as a summary of the Plan and any update of the Plan as soon as available, any subsequent revisions thereto)such update is prepared; and (ii) at such time as soon as practicable after the end of each month, and in any event within twenty (20) days thereafterCompany delivers the Quarterly Financial Statements, a balance sheet comparison of such Quarterly Financial Statements against the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been madePlan.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 2 contracts
Samples: Investor Rights Agreement (Metacrine, Inc.), Investor Rights Agreement (Metacrine, Inc.)
Basic Financial Information and Reporting. (a) The Company Corporation will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the CompanyCorporation, and in any event within one hundred twenty (120) 120 days thereafter, the Company Corporation will furnish each Investor a consolidated balance sheet of the CompanyCorporation, as at the end of such fiscal year, and a consolidated statement of income and operations, a consolidated statement of cash flows of the CompanyCorporation and a consolidated statement of shareholder equity, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants auditors of national standing selected by the CompanyCorporation's Board of Directors.
(c) The Company Corporation will furnish each Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the CompanyCorporation, and in any event within forty-five (45) 45 days thereafter, a consolidated balance sheet of the Company Corporation as of the end of each such quarterly period, and a consolidated statement of income operations and a consolidated statement of cash flows of the Company Corporation for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and normal year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliatesaffiliates) shall own not less than five hundred thousand (500,000) 50,000 shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTORMajor Investor"), the Company Corporation will furnish each such Major Investor (i) at least thirty (30) 30 days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) 30 days thereafter, a consolidated balance sheet of the Company Corporation as of the end of each such month, and a consolidated statement of income operations and a consolidated statement of cash flows of the Company Corporation for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and normal year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 2 contracts
Samples: Investors' Rights Agreement (Adesso Healthcare Technology Services Inc), Series E Preferred Stock Purchase Agreement (Adesso Healthcare Technology Services Inc)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty eighty (120180) days thereafter, the Company will furnish each Preferred Investor and Major Investor a consolidated balance sheet of the CompanyCompany and its subsidiaries, as at the end of such fiscal year, and a consolidated statement of income and a statement of cash flows of the CompanyCompany and its subsidiaries, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's ’s Board of Directors.
(c) The Company will furnish each Preferred Investor and Major Investor, as soon as practicable 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, a consolidated balance sheet of the Company and its subsidiaries as of the end of each such quarterly period, and a consolidated statement of income and a statement of cash flows of the Company and its subsidiaries for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (is a "MAJOR INVESTOR")Major Investor, the Company will furnish each Major Investor to the extent requested by such Major Investor Investor: (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently appliedapplied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the The Company will furnish each Major Investor, promptly upon receipt thereof, any additional reports, management letters or other detailed information concerning significant aspects of the Company’s or any of its subsidiaries’ operations or financial affairs given to three the Company by its independent accountants (3and not otherwise contained in other materials provided hereunder).
(f) Investors appointed by Atlas The Company agrees to keep each Major Investor reasonably informed (as designated either in writing or orally) regarding any material adverse change, event or circumstance affecting the Company or any of its subsidiaries (including the filing of any material litigation against the Company or any of its subsidiaries or the existence of any known material dispute with any person or entity which involves a reasonable likelihood of such litigation being commenced).
(g) The Company will furnish each Major Investor, with reasonable promptness, such other financial data and information (including regulatory/compliance information) concerning the Company and its subsidiaries as any such Major Investor may reasonably request; provided that the Company shall not be obligated to provide any documents or information to a Major Investor if (i) the Company reasonably determines in good faith that such documents or information is a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and or (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of Company’s counsel determines that such disclosure would be reasonably likely to adversely affect the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") attorney-client privilege between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e)its counsel.
Appears in 2 contracts
Samples: Investor Rights Agreement (Medallia, Inc.), Investor Rights Agreement (Medallia, Inc.)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) 120 days thereafter, the Company will furnish each Major Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of DirectorsBoard.
(c) The Company will furnish each Major Investor, as soon as practicable 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) 45 days thereafter, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples consistently applied (except as noted therein), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the The Company will furnish each such Major Investor Investor: (i) at least thirty (30) 30 days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) 30 days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently appliedapplied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (iiiii) as soon as practicable within 30 days after the end of each monthfiscal year, a statement showing: the number of shares of each class and series of capital stock of the Company and securities convertible into or exercisable for shares of capital stock of the Company outstanding at the end of such fiscal year and held by each holder; the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto; and the number of shares underlying issued stock options held by each holder and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and in any event within twenty (20) days thereafter, a balance sheet certified by the chief financial officer or chief executive officer of the Company as of the end of each such monthbeing true, complete, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e)correct.
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Crinetics Pharmaceuticals, Inc.)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish to any Investor that, together with its affiliates, owns at least 500,000 shares of Registrable Securities (as adjusted for stock splits and combinations) that requests such information (each Investor such Investor, a “Major Investor”) an audited balance sheet of the Company, as at the end of such fiscal year, and a an audited statement of income and a an audited statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's ’s Board of Directors.
(c) The Company will furnish each Major Investor, as soon as practicable 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, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the The Company will furnish each such Major Investor as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit each Major Investor to calculate their respective percentage equity ownership in the Company.
(e) The Company will furnish each Major Investor, as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with generally accepted accounting principles).
(f) The Company will furnish each Major Investor: (i) at least thirty sixty (3060) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently appliedapplied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Stitch Fix, Inc.)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, applied (except as noted therein) and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish (i) each Investor holding (with its affiliates) at least one million (1,000,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a “Major Investor”) and (ii) at the written request of each Investor holding (with its affiliates) at least one hundred thousand (100,000) shares of Registrable Securities (as adjusted for stock splits and combinations), a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's ’s Board of Directors.
(c) The Company will furnish each Major Investor, as soon as practicable 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, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, principles consistently applied (except as noted therein) or; with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the The Company will furnish each such Major Investor Investor: (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently appliedapplied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 2 contracts
Samples: Investor Rights Agreement (Veraz Networks, Inc.), Investor Rights Agreement (Veraz Networks, Inc.)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with United States generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred and twenty (120) days thereafter, the Company will furnish each Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with United States generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's ’s Board of Directors.
(c) The Company will furnish each Investor, as soon as practicable 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, a balance sheet of the Company as of the end of each such quarterly period, period and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with United States generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five one hundred thousand (500,000100,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"“Major Investor”), the Company will furnish each such Major Investor Investor: (i) at least thirty sixty (3060) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty thirty (2030) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with United States generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 2 contracts
Samples: Investor Rights Agreement (Codexis Inc), Investor Rights Agreement (Codexis Inc)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) 90 days thereafter, the Company will furnish each Investor the Purchaser with a consolidated balance sheet of the Company, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors.
(c) The Company will furnish each Investorthe Purchaser, as soon as practicable 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) 45 days thereafter, a consolidated balance sheet of the Company as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 2 contracts
Samples: Investor Rights Agreement (First Look Studios Inc), Investor Rights Agreement (First Look Media Inc)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be he made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish to each Major Investor a an audited balance sheet of the Company, as at the end of such fiscal year, and a statement audited statements of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail; provided, that the Board, including consent of the Requisite Investor Managers (as defined in the LLC Agreement), may waive the requirement that the financial statements are audited. Such Unless waived by the Board pursuant to the foregoing sentence, such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of DirectorsBoard.
(c) The Company will furnish each Investor, Major Investor as soon as practicable 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, a balance sheet of the Company as of the end of each such quarterly period, period and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, all prepared in accordance with generally accepted accounting principlesprinciples consistently applied (except as noted therein), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the The Company will furnish each such Major Investor as soon as practicable 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, a statement showing the number of units of each class and series of units and securities convertible into or exercisable for units of the Company outstanding at the end of the period, the Common Units issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Units and the exchange ratio or exercise price applicable thereto, and the number of shares of issued unit options and unit options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company.
(e) The Company will furnish each Major Investor: (i) at least thirty (30) days prior to the beginning of each fiscal year year, an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty thirty (2030) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently appliedapplied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 2 contracts
Samples: Investor Rights Agreement (DiCE MOLECULES HOLDINGS, LLC), Investor Rights Agreement (DiCE MOLECULES HOLDINGS, LLC)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles (“GAAP”) consistently appliedapplied (except as noted therein), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles GAAP consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one one-hundred twenty (120) days thereafter, the Company will furnish to each Major Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, and a statement of stockholders’ equity as of the end of such year, all prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be audited and accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of DirectorsBoard.
(c) The Company will furnish to each Major Investor, as soon as practicable 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, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesGAAP consistently applied (except as noted therein), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the The Company will furnish to each such Major Investor Investor: (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto)) prepared on a monthly basis; and (ii) as soon as practicable after the end of each month, and in any event within twenty thirty (2030) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles GAAP consistently appliedapplied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 2 contracts
Samples: Investor Rights Agreement (Applied Genetic Technologies Corp), Investor Rights Agreement (Applied Genetic Technologies Corp)
Basic Financial Information and Reporting. (a) The Company will and its Subsidiaries shall maintain true books and records of account in which full and correct entries will shall be made of all its their business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will shall set aside on its their books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will shall furnish each the Investor a consolidated balance sheet of the CompanyCompany and its Subsidiaries, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the CompanyCompany and its Subsidiaries, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detaildetail (the "Audited Financial Statements"). Such financial statements shall be accompanied by a report and opinion thereon by a "Big 5" firm of independent public accountants of national standing selected by the Company's Board of DirectorsDirectors (the "Audit Report") and a certificate of the Chief Executive Officer (or principal operating officer) of the Company certifying that no information inconsistent with that set forth in the information in the Audited Financial Statements and the Audit Report has been filed with any governmental agency or given to the Company's or its Subsidiaries' lenders.
(c) The Company will shall furnish each the Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the CompanyCompany and its Subsidiaries, and in any event within forty-five (45) days thereafter, a consolidated balance sheet of the Company and its Subsidiaries as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Company and its Subsidiaries for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) The Company shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR")furnish the Investor, the Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each monthcalendar month in each fiscal year of the Company and its Subsidiaries, and in any event within twenty thirty (2030) days thereafter, a consolidated balance sheet of the Company and its Subsidiaries as of the end of each such monthmonthly period, and a consolidated statement of income and a consolidated statement of cash flows of the Company and its Subsidiaries for such month period and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently appliedprinciples, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor The Company shall furnish to the Investor, within five (with its Affiliates5) owns any shares business days after an executive officer of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (or its Subsidiaries, as designated in writing to the Company)
case may be, has knowledge of: (i) at least the occurrence of a material default hereunder, or under any material agreement of the Company or its Subsidiaries, including without limitation any loan or financing agreement, (ii) the commencement of any material legal proceeding against the Company or the occurrence of any event which is reasonably likely (with or without the passage of time) to have a material adverse effect on the Company and its Subsidiaries, or (iii) any effect, condition, event, or circumstance that has resulted in a material and adverse effect on the business, properties, assets, condition (financial or otherwise), results of operations, prospects or liabilities of the Company or its Subsidiaries, a statement from the Chief Executive Officer (or the principal operating officer) of the Company describing such occurrence and management's anticipated response.
(f) The Company shall furnish to the Investor such other financial and other information of the Company and its Subsidiaries as the Investor may reasonably request.
(g) The Company shall furnish to the Investor within five (5) days after the date of filing or delivery, copies of all materials of whatsoever nature filed or delivered by the Company or its Subsidiaries thereof (i) with the SEC; (ii) with any national or foreign securities exchange or quotation bureau; and (iii) to holders of any class of its capital stock or other securities.
(h) In the event the Company or its Subsidiaries fail to timely provide the Investor with the reports required by Sections 3.1(b), (c) or (d) above, the Investor may, after thirty (30) days prior after providing written notice of such failure to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlasits Subsidiaries, dated as during which period the Company shall have the opportunity to cure such deficiency, request that the accounting firm of April 19its choice audit the Company and its Subsidiaries, 1999at the Company's expense, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stockin order to produce such reports in a manner satisfactory to the Holders, or upon exercise of the Warrants, in their reasonable discretion. The Company and its Subsidiaries shall only be furnished with balance sheets and statements of income pursuant to this subsection (e)cooperate in any such audit.
Appears in 2 contracts
Samples: Investor Rights Agreement (Tangram Enterprise Solutions Inc), Investor Rights Agreement (Safeguard Scientifics Inc Et Al)
Basic Financial Information and Reporting. Without limiting any other covenants and provisions hereof, the Company covenants and agrees that it will deliver to each Major Holder the following:
(a) The Company will maintain true books and records Promptly following the end of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedeach quarter, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently appliedin any event within 15 days thereafter, a current capitalization table of the Company certified by the Chief Financial Officer of the Company.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) 120 days thereafter, the Company will furnish each Investor a an audited consolidated balance sheet of the CompanyCompany and any subsidiaries, as at the end of such fiscal year, and a an audited consolidated statement of income and a income, an audited statement of cash flows and an audited statement of changes in stockholders’ equity of the CompanyCompany and any subsidiaries, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of DirectorsBoard.
(c) The Company will furnish each Investor, as As soon as practicable 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) 45 days thereafter, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to datedate and in each case setting forth in comparative form the corresponding figures for the corresponding period of the preceding year and a summary discussion of the Company’s principal functional areas, all in reasonable detail and duly certified by the Company’s chief financial officer as having been prepared in accordance with generally accepted accounting principlesprinciples consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and customary year-end audit adjustments may not have been made.
(d) So long As soon as an Investor (with its Affiliates) shall own not practicable following approval by the Board, but in no event less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the Company will furnish each such Major Investor (i) at least thirty (30) 30 days prior to the beginning end of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafteryear, a balance sheet of comprehensive operating budget forecasting the Company as of the end of each such Company’s revenues, expenses and cash position on a month, and a statement of income and a statement of cash flows of the Company for such -to-month and basis for the current upcoming fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 2 contracts
Samples: Investor Rights Agreement (Xencor Inc), Investor Rights Agreement (Xencor Inc)
Basic Financial Information and Reporting. (a) The Company will shall maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles GAAP consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles GAAP consistently applied.
(b) As So long as an Investor (with its Affiliates) shall own not less than 250,000 shares (as adjusted for any stock dividends, splits, combinations, recapitalizations and the like) of Registrable Securities (each, a “Significant Holder”), as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafterafter the end of each fiscal year of the Company, the Company will shall furnish each Investor a Significant Holder (i) an audited consolidated balance sheet of the Company, as at the end of such fiscal year, and a statement audited consolidated statements of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles GAAP consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year and as included in the Budget (as defined below) for such year, with an explanation of any material differences between such figures, all in reasonable detail, and (ii) a statement of stockholders’ equity as of the end of such year. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board Board, including a majority of the Preferred Directors.
(c) The Company will shall furnish each InvestorSignificant Holder, as soon as practicable 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 thereafterafter the end of each of the first three (3) fiscal quarters of the Company, (i) an unaudited consolidated balance sheet of the Company as of the end of such fiscal quarter and unaudited consolidated statements of income and cash flows of the Company for such fiscal quarter, all prepared in accordance with GAAP consistently applied (except that such financial statements may (x) be subject to normal year-end audit adjustments and (y) not contain all notes thereto that may be required in accordance with GAAP), and (ii) a statement of stockholders’ equity as of the end of such fiscal quarter.
(d) The Company shall furnish each Significant Holder, as soon as practicable and in any event within thirty (30) days after the end of each month, (i) an unaudited consolidated balance sheet of the Company as of the end of each such quarterly periodmonth, and a statement unaudited consolidated statements of income and a statement of cash flows of the Company Company, together with supporting schedules, for such period month and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesGAAP consistently applied setting forth in comparative form (x) the Company’s projected financial statements for the current fiscal year to date as included in the Budget and (y) the Company’s financial statements for the corresponding periods for the immediately preceding fiscal year, with and (ii) a statement of stockholders’ equity as of the exception that no notes need be attached to end of such statements and year-end audit adjustments may not have been mademonth.
(de) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the The Company will furnish each such Major Investor Significant Holder: (i) at least thirty (30) days prior to the beginning of each fiscal year an a detailed annual budget and monthly budget, projected annual and monthly financial statements, and operating plans for such fiscal year year, together with a written discussion of the operating plan (the “Budget”), and as soon as available, any subsequent written revisions thereto); (ii) within ten (10) days of delivery, such other notices, information and data with respect to the Company as the Company delivers to the holders of Common Stock; and (iiiii) promptly, such other information and data as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year Significant Holder may from time to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been madetime reasonably request.
(ef) So long as any Series B Investor (with its AffiliatesOn and after the date on which the Company becomes subject to the requirements under either Section 13 or 15(d) owns any shares of Registrable Securitiesthe Exchange Act, the Company will furnish may send to three (3) Investors appointed by Atlas (as designated each Significant Holder the reports, including the financial statements contained therein, that are required to be filed with the Commission under the Exchange Act in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet lieu of the Company as of the end of each such month, financial information and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year certificates required to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to delivered under this subsection (e)Section 3.1.
Appears in 2 contracts
Samples: Investor Rights Agreement (Mirna Therapeutics, Inc.), Investor Rights Agreement (Mirna Therapeutics, Inc.)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty ninety (12090) days thereafter, the Company will furnish each such Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's ’s Board of Directors.
(c) The Company will furnish each Major Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods and each month in each fiscal year of the Company, and in any event within forty-five (45) 30 days thereafterin respect of each quarterly period and 20 days in respect of each monthly period, a balance sheet of the Company as of the end of each such quarterly period or monthly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples consistently applied (except as noted therein), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand one million (500,0001,000,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"“Major Investor”), the Company will furnish each such Major Investor Investor: (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); ) showing monthly projected financials and (ii) as soon as practicable after the end of a report comparing each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing annual budget to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e)relevant financial statements.
Appears in 2 contracts
Samples: Investor Rights Agreement (Instructure Inc), Investor Rights Agreement (Instructure Inc)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As To the extent requested by an Investor, as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish each such Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's ’s Board of Directors.
(c) The To the extent requested by a Major Investor, the Company will furnish each such Major Investor, as soon as practicable 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, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the The Company will furnish each such Major Investor to the extent requested by such Major Investor: (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently appliedapplied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 2 contracts
Samples: Investor Rights Agreement (Esperion Therapeutics, Inc.), Investor Rights Agreement (Esperion Therapeutics, Inc.)
Basic Financial Information and Reporting. (aA) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(bB) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty ninety (12090) days thereafter, the Company will furnish each Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors.
(cC) The Company will furnish each Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Companymonth, and in any event within forty-five twenty (4520) days thereafter, a balance sheet of the Company as of the end of each such quarterly monthly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(dD) So long as an Investor (with its Affiliatesaffiliates) shall own not less than five one hundred thousand (500,000100,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the Company will furnish each such Major Investor (i) at least thirty sixty (3060) days prior to the beginning of each fiscal year an annual operating plan and budget, prepared on a monthly basis for the ensuing fiscal year, and on a basis consistent with prior periods (including, among other items, appropriate reserves, accruals and provisions for income taxes) and representing the best estimate of the Company based upon available information. The Company shall also furnish to such Major Investor, within a reasonable time of its preparation, amendments to the annual budget, if any. Such budget shall include underlying assumptions and operating plans for such fiscal year a brief qualitative description of the Company's plan by the Chief Executive Officer in support of that budget.
(and E) The Company will notify each Investor, as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each monthpracticable, and in any event within twenty ten (2010) days thereafterof discovery, of (i) any event (including pending or threatened litigation) which could have a balance sheet material adverse effect upon the financial condition or results of operations of the Company as considered in the aggregate; (ii) any change in any material fact or circumstance represented or warranted in this Agreement, (iii) a default or any event or occurrence which with the lapse of time or notice or both could become a default under the Purchase Agreement and (iv) a material default or any event or occurrence which with the lapse of time or notice or both could become a default under any of the end of each Company's material agreements. Such notice shall contain a reasonably detailed statement outlining such monthdefault or event, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been madeCompany's proposed response.
(eF) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable SecuritiesIn the event the Company fails to provide the reports or financial statements required by this Section 3.1, the Major Investors may give the Company will furnish notice requesting immediate delivery of such reports. If the Company fails to three (3) deliver such reports upon receipt of such notice, then any of the Major Investors appointed by Atlas (as designated in writing to shall have the right and authority, at the Company)
(i) at least thirty (30) days prior 's sole expense, to request an audit by a single accounting firm of its or their choice, such that the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year reports or financial statements are produced to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued its or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e)their sole satisfaction.
Appears in 2 contracts
Samples: Investor Rights Agreement (Informax Inc), Investor Rights Agreement (Informax Inc)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) A. As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty ninety (12090) days thereafter, the Company will shall furnish each Investor Amazon with a balance sheet and equity capitalization table of the Company, as at of the end of such fiscal year, and a statement of income income, a statement of stockholders’ equity, and a statement of cash flows of the CompanyCompany and accompanying notes to the financial statements, for such year, all audited and prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a an audit report and opinion thereon by independent public accountants of national standing selected by the Company's Board of DirectorsBoard.
(c) B. The Company will shall furnish each Investor, Amazon as soon as practicable 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, a balance sheet and equity capitalization table of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesGAAP consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (. In order to facilitate Amazon’s compliance with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR")public reporting requirements, the Company will furnish each such Major Investor shall deliver the financial statements described in this Schedule 5.1(a) to Amazon, together with a certification that, to the Company’s knowledge, (i) such interim financial statements are fairly stated, in all material respects, in accordance with GAAP for the periods presented, applied on the same basis as the Company’s audited financial statements as of and for the most recent fiscal year end, and reflect all adjustments necessary for a fair presentation of the interim financial statements, subject to the exceptions noted on an exhibit to such certification and (ii) that the Company has made available to Amazon the information required by Section 5.1 of this Agreement. In addition, to facilitate Amazon’s compliance with its public reporting requirements, the Company shall engage a nationally recognized accounting firm (the “Auditor”) to perform quarterly review procedures that result in the issuance of an independent accountant’s review report on the Company’s quarterly and year-to-date balance sheet and statement of operations for the periods ending March 31, June 30 and September 30; which reports shall be delivered within 45 days after the end of the quarter for with the report pertains. In order to facilitate Amazon’s compliance with its public reporting requirements, the Company’s chief financial officer and chief accounting officer shall participate in one or more teleconferences with Representatives of Amazon each quarter to review the financial statements previously delivered and discuss significant transactions reflected for the period of the financial statements.
C. The Company shall furnish to Amazon at least thirty sixty (3060) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year or as soon as otherwise available in the ordinary course of the Company’s budgeting process (and as soon as available, any subsequent written revisions thereto) a comprehensive operating budget forecasting the Company’s revenues, expenses, net income/loss and cash position on a month-to-month basis for the upcoming fiscal year (a “Budget”); . Each Budget shall be prepared in accordance with United States generally accepted accounting principles consistently applied (except as noted thereon).
D. All financial information and budgets required under clauses (A) and (iiB) as above shall consist of consolidated financial statements (consolidating the Company and its subsidiaries) unless GAAP provides otherwise.
E. As soon as practicable after the end of each monthreasonably practicable, and in any event within twenty (20) 15 days thereafter, a balance sheet after the issuance of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securitiesreport, the Company will shall furnish to three (3) Investors appointed by Atlas (as designated in writing Amazon any 409A valuation reports that it prepares or causes to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e)prepared.
Appears in 2 contracts
Samples: Transaction Agreement (Plug Power Inc), Transaction Agreement (Plug Power Inc)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty ninety (12090) days thereafter, the Company will furnish each Investor Holder holding Registrable Securities a consolidated balance sheet of the Company, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors. The Company will also furnish to each Holder, in advance, an annual budget for each year and, within thirty (30) days after each fiscal quarter, a report on financial and operational highlights.
(c) The Company will furnish each Investor, as As soon as practicable 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, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each every month, and in any event within twenty thirty (2030) days thereafter, a balance sheet of the Company as of the end of will furnish each such monthHolder holding Registrable Securities an unaudited monthly report including a consolidated balance sheet, and a an unaudited consolidated statement of income and a an unaudited consolidated statement of cash flows of the Company for such month and for the current fiscal year to dateCompany, including a comparison to plan figures for such period, all prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no (other than for accompanying notes need be attached to such statements and changes resulting from year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securitiesadjustments), and setting forth in each case in comparative form the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to figures for the Company)
(i) at least thirty (30) days prior to the beginning of each previous fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and projected results for the current upcoming fiscal year to dateyear, including a comparison to plan figures for such period, prepared all in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e)reasonable detail.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Quokka Sports Inc), Investors' Rights Agreement (Quokka Sports Inc)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty eighty (120180) days thereafter, the Company will furnish each Major Investor a with an audited balance sheet of the Company, as at the end of such fiscal year, and the related audited statement of income, a statement of income stockholders’ equity, and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national or regional standing as selected by the Company's Board of DirectorsBoard.
(c) The Company will furnish each Investor, Major Investor as soon as practicable 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, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the The Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty thirty (2030) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently appliedapplied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the The Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) each Major Investor at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after a comprehensive operating budget forecasting the end of each monthCompany’s revenues, expenses, and in any event within twenty (20) days thereafter, cash position on a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such -to-month and basis for the current upcoming fiscal year to date, including (a comparison to plan figures for such period, “Budget”). Each Budget shall be prepared in accordance with generally accepted accounting principles consistently applied, with applied (except as noted thereon). Each Budget shall be presented to the exception that no notes need be attached Board for approval at least sixty (60) days prior to such fiscal year.
(f) All financial information and budgets required under Section 3.1(b)-(e) above shall consist of consolidated financial statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between consolidating the Company and Atlasits subsidiaries) unless the rules of generally accepted accounting principles provide otherwise. Notwithstanding anything else in this Subsection 3.1 to the contrary, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date sixty (60) days before the Company’s good-faith estimate of the Warrants, shall only be furnished date of filing or submission of a registration statement if it reasonably concludes it must do so to comply with balance sheets the SEC rules applicable to such registration statement and statements of income pursuant to this subsection (e)related offering.
Appears in 2 contracts
Samples: Investor Rights Agreement (Procore Technologies, Inc.), Investor Rights Agreement (Procore Technologies, Inc.)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, applied (except as noted therein) and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As The Company shall deliver to each Major Investor the following:
(i) as soon as practicable practicable, but in any event within one hundred eighty (180) days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120A) days thereafter, the Company will furnish each Investor a balance sheet as of the Company, as at the end of such fiscal year, (B) statements of income and cash flows for such year, and (C) a statement of income and a statement of cash flows stockholders’ equity as of the Company, for end of such year, all prepared in accordance with generally accepted accounting principles consistently applied GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report audited and opinion thereon certified by independent public accountants of national nationally recognized standing selected by the Company's Board including at least two (2) Preferred Directors (as defined in the Certificate); provided, however, that such financial statements may be reviewed rather than audited by such accountants upon the consent or approval of Directors.the Board;
(cii) The Company will furnish each Investor, as soon as practicable after the end of the firstpracticable, second and third quarterly accounting periods in each fiscal year of the Company, and but in any event within forty-five (45) days thereafterafter the end of each fiscal year of the Company, a (A) an unaudited balance sheet of the Company as of the end of each such quarterly periodyear, and a statement (B) unaudited statements of income and cash flows for such year, all prepared in accordance with GAAP;
(iii) as soon as practicable, but in any event within sixty (60) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may be subject to normal year-end adjustments and not contain all notes thereto that may be required in accordance with GAAP);
(iv) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct;
(v) as soon as practicable, but in any event within forty-five (45) days of the end of each month, an unaudited income and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the Company for end of such period and for the current fiscal year to datemonth, all prepared in accordance with generally accepted accounting principles, with the exception GAAP (except that no notes need such financial statements may (i) be attached subject to such statements and normal year-end audit adjustments and (ii) not contain all notes thereto that may not have been made.be required in accordance with GAAP);
(dvi) So long as an Investor soon as practicable, but in any event within forty-five (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the Company will furnish each such Major Investor (i) at least thirty (3045) days prior to after the beginning of each fiscal year year, an annual budget and operating plans plan for such the next two (2) fiscal year years (and as soon as available, any subsequent written revisions thereto);
(vii) with respect to the financial statements called for in Section 3.1(b)(i), Section 3.1(b)(ii), Section 3.1(b)(iii) and Section 3.1(b)(v) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and and
(iiviii) as soon as practicable after such other information relating to the end of each monthfinancial condition, and in any event within twenty (20) days thereafterbusiness, a balance sheet prospects, or corporate affairs of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year any Major Investor may from time to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been madetime reasonably request; provided, however, that after the termination Company shall not be obligated under this Section 3.1(b) to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of that certain Consulting Agreement (which would adversely affect the "Consulting Agreement") attorney-client privilege between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e)its counsel.
Appears in 2 contracts
Samples: Investor Rights Agreement (Udemy, Inc.), Investor Rights Agreement (Udemy, Inc.)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As To the extent requested by an Investor that, collectively with its Affiliates, (i) owns at least 250,000 shares of Registrable Securities (as adjusted for stock splits and combinations) and (ii) has purchased at least $8,000,000 in shares of Investor Preferred (a “Major Investor”), as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish each such Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be unaudited; provided, however, that the Company’s Board of Directors may decide that any such statements be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's ’s Board of Directors.
(c) The Company will furnish shall deliver to each Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year Investor that has a right to designate a member of the Company’s Board of Directors pursuant to Section 1.2 of the Amended and Restated Voting Agreement by and among the Company, the Key Holders, and in any event within forty-five (45) days thereafter, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlasnamed therein, dated as of April 19the date hereof, 1999, Investors who are holders as may be amended and/or restated from time to time copies of Registrable Securities issued or issuable any other financial information that is prepared for and presented to the Company’s Board of Directors upon conversion the request of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e)such Investor.
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Snap Inc)
Basic Financial Information and Reporting. (a) The Company will shall, and shall cause each Subsidiary to, maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will shall furnish each Investor holder of Preferred Shares a consolidated balance sheet of the CompanyCompany and its Subsidiaries, as at the end of such fiscal year, and a consolidated statement of income income, a consolidated statement of cash flows and a statement of cash flows shareholders’ equity of the CompanyCompany and its Subsidiaries, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case case, in comparative form form, the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national or regional standing selected by the Company's ’s Board of Directors.
(c) The Company will shall furnish to each Investorholder of Preferred Shares, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Companycalendar month, and in any event within forty-five thirty (4530) days thereafter, a consolidated balance sheet of the Company and its Subsidiaries as of the end of each such quarterly periodmonth, and a consolidated statement of income, a consolidated statement of cash flows and a statement of income and a statement of cash flows shareholders’ equity of the Company and its Subsidiaries for such period month and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples consistently applied and setting forth in each case, in comparative form, the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own Upon the request of any holder of Preferred Shares that is not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR")former officer or employee of, or consultant to, the Company, the Company will shall furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached following to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)holder:
(i) at least thirty (30) days prior promptly upon receipt or publication thereof, any written reports submitted to the beginning of each fiscal year Company by independent public accountants in connection with an annual budget or interim audit of the books of the Company and operating plans for its Subsidiaries made by such fiscal year (accountants, and as soon as available, written reports prepared by the Company to comply with any subsequent revisions thereto); and other investment or loan agreement;
(ii) as soon as practicable promptly after the end commencement thereof, notice of each monthall actions, suits, litigation proceedings and in other proceedings pending or, to the knowledge of the Company, threatened against the Company or any event within twenty Subsidiary affecting any of their respective material properties or assets, or against any officer, director, employee or holder of more than five percent (205%) days thereafter, a balance sheet of the capital stock of the Company as relating to such person’s performance of duties for the end of each such month, and a statement of income and a statement of cash flows Company or relating to his stock ownership in the Company or otherwise relating to the business of the Company for such month and for including, without limiting their generality, actions pending or, to the current fiscal year to dateknowledge of the Company, including a comparison to plan figures for such period, prepared threatened involving the prior employment of any of the Company’s officers or employees in accordance with generally accepted accounting principles consistently applied, their use in connection with the exception that no notes need Company’s business of any information or techniques allegedly proprietary to any of their former employers, or any event or condition on the basis of which such litigation, proceeding or investigation might properly be attached to such statements and year end audit adjustments may not have been madeinstituted before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Company or any Subsidiary; provided, provided however, that after the termination Company reserves the right to withhold any such information from any holder of that certain Consulting Agreement (Preferred Shares if in the "Consulting Agreement") opinion of counsel to the Company, access to such information could adversely affect the attorney-client privilege between the Company and Atlasits counsel;
(iii) promptly upon sending, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stockmaking available, or upon exercise filing the same, such reports and financial statements as the Company or any Subsidiary shall send or make available to the shareholders of the WarrantsCompany or file with the SEC; and
(iv) such other information respecting the business, shall only be furnished with balance sheets and statements properties or the condition or operations, financial or other, of income pursuant the Company or any of its Subsidiaries as any such holder of Preferred Shares may from time to this subsection (e)time reasonably request.
Appears in 2 contracts
Samples: Investor Rights Agreement (Paylocity Holding Corp), Investor Rights Agreement (Paylocity Holding Corp)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty ninety (12090) days thereafter, the Company will furnish each Investor owning not less than 1,000,000 shares of Registrable Securities (other than Founder Shares and as adjusted for stock splits and combinations) (a "Major Investor") a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors.
(c) The Company will furnish each Major Investor, as soon as practicable 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, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the The Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 2 contracts
Samples: Investor Rights Agreement (Noosh Inc), Investor Rights Agreement (Noosh Inc)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with Canadian generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under Canadian generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish each Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with Canadian generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such audited financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's ’s Board of Directors.
(c) The Company will furnish each Investor, as soon as practicable 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, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with Canadian generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may need not have been made.
(d) So long as an a Series B Investor (with its Affiliates) shall own listed on Exhibit C hereto owns not less than five hundred thousand 2% of the total outstanding Common Shares (500,000calculated on a fully diluted basis) shares or securities convertible or exchangeable into not less than 2% of Registrable Securities the outstanding Common Shares (as adjusted for stock splits and combinations) (calculated on a "MAJOR INVESTOR"fully diluted basis), the Company will furnish each such Major Series 13 Investor shall (i) at least thirty (30) days prior subject to the beginning of each fiscal year following) be entitled to have an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet observer attend all board meetings of the Company as and receive copies of the end of each such month, and a statement of income and a statement of cash flows all materials sent to directors of the Company for such month and for in connection with a board meeting of the current fiscal year to dateCompany; provided however, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish shall be under no obligation to three (3) Investors appointed by Atlas (as designated deliver any materials hereunder where the board of directors determines, acting reasonably, that a matter should be considered at an “in writing camera” session of the board of directors without any observers present. In the event that Ventures West 7 Limited Partnership ceases to the Company)
(i) own at least thirty 2% of the total outstanding Common Shares (30calculated on a fully diluted basis) days prior or securities convertible or exchangeable into at least 2% of the outstanding Common Shares (calculated on a fully diluted basis), it will cease to the beginning of each fiscal year have an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet observer attending all board meetings of the Company but as long as it owns not less than 1% of the end total outstanding Common Shares (calculated on a fully diluted basis) or securities convertible or exchangeable into at least 1% of each such monththe outstanding Common Shares (calculated on a fully diluted basis), and a statement it will continue to have the right to receive copies of income and a statement of cash flows all materials sent to directors of the Company for such month and for in connection with a board meeting of the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been madeCompany; provided, provided however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlasshall be under no obligation to deliver any materials hereunder where the board of directors determines, dated as of April 19acting reasonably, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise that a matter should be considered at an “in camera” session of the Warrants, shall only be furnished with balance sheets and statements board of income pursuant to this subsection (e)directors without any observers present.
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Xenon Pharmaceuticals Inc.)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and which shall be true and correct in all material respects and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently appliedprinciples.
(b) As So long as any Investor or its Affiliates shall own any Shares, as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty ninety (12090) days thereafter, the Company will furnish each Investor the Investors a consolidated balance sheet of the Company, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national regional standing that is familiar with DOE regulatory and audit issues selected by the Company's ’s Board of Directors, and a Company-prepared comparison to the Company’s operating plan for such year.
(c) The So long as any Investor or its Affiliates shall own any Shares, the Company will furnish each Investorthe Investors, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, calendar month and in any event within forty-five thirty (4530) days thereafter, (i) historical financial statements of the Company, including a consolidated balance sheet of the Company as of the end of each such quarterly periodmonth, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such period month and for the current fiscal year to datedate prepared in accordance with generally accepted accounting principles, and (ii) a projected statement of cash flows of the Company for the next twelve (12) months prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an any Investor (with or its Affiliates) Affiliates shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR")any Shares, the Company will furnish each such Major Investor to the Investors (i) at least no later than thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (year, a copy of the Business Plan, and as soon as available, any subsequent revisions or supplements thereto); , (ii) all material correspondence with the Company’s lenders within ten (10) business days after the date of such correspondence, and (iiiii) as soon as practicable after the end of each month, and in any event within twenty thirty (2030) days thereafter, a consolidated balance sheet of the Company as of the end of each such month, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with or its Affiliates) owns Affiliates shall own any shares of Registrable SecuritiesShares, the Company will furnish to three (3) Investors appointed by Atlas (as designated the Investors, reasonably promptly in writing advance of any meeting of the Board of Directors, copies of the materials provided to the Board members for any such meeting.
(f) So long as any Investor or its Affiliates shall own any Shares, the Company will furnish to the Investors, promptly upon receipt thereof, any written report, so-called “management letter,” and any material written communication submitted to the Company by its independent public accountants relating to the business, prospects or financial condition of the Company.
(g) So long as any Investor or its Affiliates shall own any Shares, the Company will furnish to the Investors, promptly upon receipt thereof, any written report and any material written communication submitted to the Company by any Regulatory Entity, including, but not limited to, any assertion by any Regulatory Entity that the Company or the School is not in material compliance with the terms of its Regulatory Approval or with any laws, regulations or requirements administered by such Regulatory Entity.
(h) So long as any Investor or its Affiliates shall own any Shares, the Company will furnish to the Investors, promptly upon the occurrence or commencement thereof, notice of (i) all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Company which, if successful, could have a Material Adverse Effect on the Company; (ii) all material defaults by the Company (whether or not declared) under any agreement for money borrowed (unless waived or cured within applicable grace periods); (iii) all material defaults by the Company or third party under any contract, agreement or arrangement which are material to the Company and its subsidiaries, taken as a whole, or to the business or operations of the Company.
(i) at least thirty (30) days prior So long as any Investor or its Affiliates shall own any Shares, the Company will furnish to the beginning of each fiscal year an annual budget Investors, promptly upon sending, making available or filing the same, all reports and operating plans for such fiscal year (and financial statements as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet Company shall send or make available generally to the stockholders of the Company as such.
(j) So long as any Investor or its Affiliates shall own any Shares, the Company will furnish to the Investors as soon as reasonably practicable, (but in any event at least one (1) Business Day prior to release), a draft of the end of each such month, and a statement of income and a statement of cash flows any press release of the Company for such month and for pertaining to any significant development with regard to the current fiscal year to dateCompany’s operations, including a comparison to plan figures for such periodmanagement or financial condition.
(k) So long as any Investor or its Affiliates shall own any Shares, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlaswill provide to the Investors such other information with regard to the business, dated properties or the condition or operations, financial or otherwise, of the Company, as Endeavour may from time to time reasonably request.
(l) So long as any Common Stockholder or its Affiliates shall own any shares of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Common Stock, the Company will provide to the Common Stockholders copies of information provided to the Investors or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to their Affiliates under this subsection (e)Section 3.1.
Appears in 2 contracts
Samples: Investor Rights Agreement (Grand Canyon Education, Inc.), Investor Rights Agreement (Grand Canyon Education, Inc.)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) 150 days thereafter, the Company will furnish to each Major Investor a an audited balance sheet of the Company, as at the end of such fiscal year, and a an audited statement of income and a an audited statement of cash flows of the Company, Company for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors.
(c) The Company will furnish to each Major Investor, as soon as practicable 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) 45 days thereafter, a an unaudited balance sheet of the Company as of the end of each such quarterly period, and a an unaudited statement of income and a an unaudited statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples consistently applied (except as noted therein), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the The Company will furnish each to such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as availableInvestor, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) 30 days thereafter, a an unaudited balance sheet of the Company as of the end of each such month, and a an unaudited statement of income and a an unaudited statement of cash flows of the Company for such month period and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the The Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) each Major Investor at least thirty (30) 30 days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent material revisions thereto); .
(f) For purposes of this Section 3.1 and (ii) so long as soon as practicable after the end Roche Finance Ltd continues to hold at least 1,000,000 shares of each month, and in any event within twenty (20) days thereafter, a balance sheet capital stock of the Company (as of adjusted for stock dividends, combinations, splits, recapitalizations and the end of each such monthlike), and Roche Finance Ltd shall be considered a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been madeMajor Investor; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued may exclude Roche Finance Ltd from access to any material or issuable upon conversion of Series B Stock, meeting or portion thereof if the Company believes in good faith or upon exercise advice of counsel that such exclusion is reasonably necessary to preserve the Warrantsattorney-client privilege, shall only be furnished to protect highly confidential proprietary information, to avoid conflicts of interest (including any discussion regarding transactions with balance sheets and statements of income pursuant to this subsection (e)Roche Finance Ltd or its affiliates) or for other similar reasons.
Appears in 2 contracts
Samples: Investor Rights Agreement (Flexion Therapeutics Inc), Investor Rights Agreement (Flexion Therapeutics Inc)
Basic Financial Information and Reporting. (a) The Company will and its Subsidiaries (if any) shall maintain true books and records of account that are accurate in all material respects in which full and correct complete entries will shall be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (“GAAP”), and will shall set aside on its their books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently appliedGAAP.
(b) As The Company shall furnish the following information to each Investor holding a number of shares of Preferred Stock with an aggregate original purchase price of at least One Million Dollars ($1,000,000) (as adjusted for stock splits, stock dividends, combinations and other recapitalizations) (each, a “Major Investor”) (provided that the Board has not reasonably determined that such Major Investor is a competitor of the Company):
(i) Unless waived by the Requisite Holders, as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty eighty (120180) days thereafter, the Company will furnish each Investor a consolidated balance sheet of the CompanyCompany and its Subsidiaries, as at the end of such fiscal year, and a consolidated statement of income operations and a consolidated statement of cash flows of the CompanyCompany and its Subsidiaries, for such year, all prepared in accordance with generally accepted accounting principles consistently applied GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be audited with accompanying footnotes and accompanied by a report and opinion thereon by a firm of independent public accountants of national standing or such other independent public accounting firm selected by the Company's ’s Board of Directors.and reasonably acceptable to the Requisite Holders;
(cii) The Company will furnish each Investor, as As soon as practicable after the end of the first, second and third each quarterly accounting periods in each fiscal year of the CompanyCompany and its Subsidiaries, and in any event within forty-forty- five (45) days thereafter, a an un-audited consolidated balance sheet of the Company as of the end of each such quarterly periodsheet, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such period quarterly period, and for the current fiscal year to date, including (A) a comparison of the current fiscal year to date to the Company’s annual budget with any variances between such figures so listed, prepared in accordance with generally accepted accounting principlesGAAP, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.made and (B) a brief statement prepared by the Company’s CEO summarizing the Company’s financial performance during such quarterly accounting period and anticipated performance during the ensuing quarterly accounting period;
(diii) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as As soon as practicable after the end of each month, and in any event within twenty thirty (2030) days thereafter, a (A) an un-audited consolidated balance sheet of the Company as of the end of each such monthsheet, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such preceding month and for (B) a brief statement prepared by the current fiscal year to dateCompany’s CEO summarizing the Company’s financial and operational performance during such month, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with any variances from the exception that no notes need be attached to such statements Company’s annual budget and year-end audit adjustments may not have been made.the Company’s anticipated performance during the ensuing month;
(eiv) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least Within thirty (30) days prior to the beginning of each fiscal year year, an annual budget budget, including projected income, cash flow and balance sheet statements on at least a quarterly basis for the ensuing fiscal year, and operating plans plans, including a brief qualitative description of the Company’s plan by the CEO in support of the annual budget of the Company and its Subsidiaries for such fiscal year (and as soon as availablereasonably practicable, any subsequent revisions thereto); and ;
(v) Within five business days after an executive officer of the Company or its Subsidiaries, as the case may be, has actual knowledge of: (i) the occurrence of a default hereunder, or under any material agreement of the Company or its Subsidiaries, including without limitation any loan or financing agreement, (ii) as soon as practicable after the end commencement of each monthany legal proceeding against the Company, or (iii) any effect, condition, event, or circumstance that has resulted in a material and in any event within twenty adverse effect on the business, properties, assets, condition (20) days thereafterfinancial or otherwise), a balance sheet prospects, results of operations or liabilities of the Company as of the end of each such monthor its Subsidiaries, and a statement of income from the CEO describing such occurrence and a statement of cash flows management’s anticipated response;
(vi) Such other financial and other information of the Company for and its Subsidiaries as such month and for the current fiscal year Major Investor may reasonably request from time to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been madetime; provided, however, that for the sake of clarity, a Major Investor cannot require delivery of audited financial statements if the requirement to deliver audited financial statements has been waived pursuant to Section 3.1(b)(i); and
(vii) Within five (5) Business Days after the termination date of that certain Consulting Agreement (the "Consulting Agreement") between filing or delivery, copies of all materials of whatsoever nature filed or delivered by the Company or its Subsidiaries thereof (i) with the Commission and Atlas(ii) with any national or foreign securities exchange or quotation bureau. Notwithstanding anything else in this Section 3.1 to the contrary, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date sixty (60) days before the Company’s good-faith estimate of the Warrants, date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall only be furnished with balance sheets and statements of income pursuant reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to this subsection (e)cause such registration statement to become effective.
Appears in 2 contracts
Samples: Investor Rights Agreement (TELA Bio, Inc.), Investor Rights Agreement (TELA Bio, Inc.)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedGAAP, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently appliedGAAP.
(b) As soon as practicable commercially reasonable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish each Major Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report audited and opinion thereon certified by independent public accountants of national nationally or regionally recognized standing selected approved by the Company's Board of DirectorsBoard.
(c) The Company will furnish each Major Investor, as soon as practicable 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, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty thirty (2030) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month period and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently appliedGAAP, with the exception that no notes need be attached to such statements and normal year-end audit adjustments may not have been made.
(d) The Company will furnish each Major Investor, as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, prepared in accordance with GAAP, with the exception that no notes need be attached to such statements and normal year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the The Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and Major Investor, as soon as availablepracticable, but in any subsequent revisions thereto); and event within forty-five (ii45) as soon as practicable days after the end of each monthof the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company. If, for any event within twenty (20) days thereafterperiod, a balance sheet the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company as of the end of each and all such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e)consolidated subsidiaries.
Appears in 2 contracts
Samples: Investor Rights Agreement (Connecture Inc), Investor Rights Agreement (Connecture Inc)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish each Investor a consolidated balance sheet of the Company, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors.
(c) The Company will furnish each Investor, as soon as practicable 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, a consolidated balance sheet of the Company as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliatesaffiliates) shall own not less than five two hundred fifty thousand (500,000250,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTORMajor Investor"), the Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a consolidated balance sheet of the Company as of the end of each such month, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 2 contracts
Samples: Investor Rights Agreement (Landa Management Systems Corp), Investor Rights Agreement (Landacorp Inc)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As So long as an Investor (with its Affiliates) shall own not less than two hundred fifty thousand (250,000) shares of Preferred Stock (as adjusted for stock splits and combinations) (a “Major Investor”), the Company will furnish each Major Investor, as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish each Investor a an unaudited balance sheet of the Company, as at the end of such fiscal year, and a an unaudited statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors.
(c) The Company will furnish each Major Investor, as soon as practicable 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, a an unaudited balance sheet of the Company as of the end of each such quarterly period, and a an unaudited statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples consistently applied (except as noted therein), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made, as well as an up-to-date capitalization table of the Company.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the The Company will furnish each such Major Investor (i) at least Investor, as soon as practicable, but in any event within thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently appliedapplied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the The Company will furnish to three (3) Investors appointed by Atlas (as designated in writing each such Major Investor to the Company)
(i) at least extent requested by such Major Investor no earlier than thirty (30) days prior to after the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (OvaScience, Inc.)
Basic Financial Information and Reporting. (a) The Company will use commercially reasonable efforts to maintain true books and records of account in which full and correct entries in all material respects will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with United States generally accepted accounting principles and practices consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under United States generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish each Investor holding an aggregate of at least 1,300,000 shares (as adjusted for stock splits, stock dividends, combinations, reorganizations or like transactions) of Series A Stock, Series B Stock, Series C Stock, Series D Stock, Series E Stock, Series F Stock or Series G Stock (or Common Stock issued upon conversion thereof after the date hereof) (a “Major Investor”), a balance sheet of the Company, as at the end of such fiscal year, and a consolidated statement of income income, a statement of shareholders’ equity, and a statement of cash flows of the CompanyCompany and its subsidiaries, for such year, all prepared in accordance with United States generally accepted accounting principles and practices consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detaildetail and setting forth in each case in comparative form the figures from the Company’s previous fiscal year. Such financial statements shall be audited and accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's ’s Board of Directors. The financial information shall also include information related to changes from the budget for the fiscal year.
(c) The Company will furnish each Major Investor, as soon as practicable 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 sixty (4560) days thereafter, a an unaudited balance sheet of the Company as of the end of each such quarterly period, and a an unaudited statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with United States generally accepted accounting principles and practices consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. The financial information shall also include information related to changes from the budget for the corresponding period.
(ed) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the The Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days each Major Investor prior to the beginning of each fiscal year an annual budget budget, operating plan and operating plans financial projections, prepared on a monthly basis, for such fiscal year (and as soon as available, any subsequent material revisions thereto); .
(e) With respect to the financial statements called for in subsections (b), (c) and (iid) as soon as practicable after of this Section 3.1, an instrument executed by the end of each month, and in any event within twenty (20) days thereafter, a balance sheet Chief Financial Officer of the Company as of the end of each such month, and a statement of income and a statement of cash flows on behalf of the Company for and certifying that such month and for the current fiscal year to date, including a comparison to plan figures for such period, financials were prepared in accordance with United States generally accepted accounting principles consistently applied, applied with prior practice for earlier periods (with the exception of footnotes that no notes need may be attached to such statements required by United States generally accepted accounting principles) and year end audit adjustments may not have been made; provided, however, that after fairly present the termination financial condition of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlasits results of operation for the periods specified therein, dated as subject to year-end audit adjustment.
(f) If an Investor is an institutional investor that is subject to FAS 157, upon the written request by such Investor to the Company, the financial information set forth in subsections (b), (c) and (d) above shall also be provided to such Investor to the extent required for such Investor to comply with the requirements of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e)FAS 157.
Appears in 1 contract
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As So long as a holder of Series A Shares, Series B Shares, Series C Shares or Series D Shares (with its affiliates) shall own not less than sixty-six thousand six hundred sixty-six (66,666) shares of Registrable Securities (as adjusted for stock dividends, stock splits and combinations) (a "MAJOR INVESTOR"), as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty ninety (12090) days thereafter, the Company will furnish each such Major Investor a and each Founder an audited consolidated balance sheet of the Company, as at the end of such fiscal year, and a an audited consolidated statement of income and a an audited consolidated statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case case, in comparative form form, the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors.
(c) The Company will furnish each InvestorMajor Investor and each Founder, as soon as practicable 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, a an unaudited consolidated balance sheet of the Company as of the end of each such quarterly period, and a an unaudited consolidated statement of income and a an unaudited consolidated statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"). Additionally, the Company will furnish each such Major Investor (i) at least Series B Holder, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within thirty (30) days prior to thereafter, (i) a letter from the beginning Company's management discussing the revenues and operations of the Company in each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); period and (ii) a compliance certificate, executed by the President or Chief Executive Officer of the Company, to the effect that the Company has complied with the covenants set forth in this Section 4.1 in each such period.
(d) The Company will furnish each Series B Holder, as soon as practicable after the end of each month, and in any event within twenty thirty (2030) days thereafter, a an unaudited consolidated balance sheet of the Company as of the end of each such month, month and a an unaudited consolidated statement of income and a an unaudited consolidated statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently appliedprinciples, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the The Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to each member of the Company)
Board of Directors with (i) the information set forth in Sections 4.1(b)-(d) above at least the time it is distributed to the Major Investors and Founders, (ii) copies of all filings with the SEC, (iii) information as to any pending material litigation and any material default under any material agreement of the Company, (iv) copies of management letters of accountants and, (v) within thirty (30) days prior to after the beginning of each fiscal year year, an annual budget and operating plans for such fiscal year year.
(and as soon as available, any subsequent revisions thereto); and (iif) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Each Series B Stock, or upon exercise Holder is hereby authorized to deliver a copy of the Warrants, shall only be furnished with balance sheets and statements of income any financial statement delivered to it pursuant to this subsection (e)Section 4.1 to any regulatory body having jurisdiction over it which requests such information.
Appears in 1 contract
Samples: Investors' Rights Agreement (Jato Communications Corp)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable Within one hundred twenty (120) days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish each Investor that, together with its Affiliates, holds not less than three hundred thousand (300,000) shares of Registrable Securities (as adjusted for stock splits, combinations and the like) (a "Major Investor") a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be audited and accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors. This subsection (b) shall terminate on the earliest of (i) the Qualifying Initial Offering (ii) the date the Company is subject to the reporting requirements of Sections 13 or 15 of the Exchange Act; or (iii) the date when there are no Registrable Securities outstanding.
(c) The Company will furnish each Major Investor, as soon as practicable within forty-five (45) days 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, a an unaudited balance sheet of the Company as of the end of each such quarterly period, period and a statement unaudited statements of (i) income and a statement of (ii) cash flows flow of the Company for each such period and, in the case of the first, second and third quarterly periods, for the period from the beginning of the current fiscal year to datethe end of such quarterly period, setting forth in each case in comparative form the figures for the corresponding period of the previous fiscal year, with a variation analysis setting forth in each case in comparative form the figures for the budget in respect of such period, all in reasonable detail and prepared in accordance with generally accepted accounting principlesprinciples applied on a basis consistent with that of preceding periods, with the exception that no notes need be attached to such statements and year-year end audit adjustments may not have been made. This subsection (c) shall terminate on the earlier of (i) the Qualifying Initial Offering, (ii) the date that the Company is subject to the reporting requirements of Sections 13 or 15 of the Exchange Act or (iii) the date when there are no Registrable Securities outstanding.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the The Company will furnish each such Major Investor Investor: (i) at least thirty fifteen (3015) days prior to the beginning of each fiscal year year, an annual budget and operating plans for such fiscal year (and and, as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each monthmonth (except for months representing the end of an annual or quarterly period (which are governed by Sections 3.1(b) and (c) above)), and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. Such monthly statements shall also set forth in each case in comparative form the figures for the corresponding period of the previous fiscal year and a variation analysis setting forth in each case in comparative form the figures for the budget in respect of such period.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable SecuritiesNotwithstanding the foregoing, the Company will furnish shall not be required to three (3) Investors appointed by Atlas (as designated in writing provide any information that the Company's Board of Directors determines to be competitively sensitive information to any Holder that is a competitor or potential competitor to the Company)
(i) at least thirty (30) days prior to , as determined in the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet sole discretion of the Company as Company's Board of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e)Directors.
Appears in 1 contract
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As The Company shall deliver to each Major Investor each of the financial statements and other reports described below:
(i) as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty ninety (12090) days thereafter, the Company will furnish each Investor a an audited balance sheet of the Company, as at the end of such fiscal year, and a an audited statement of income and a an audited statement of cash flows of the Company, for such fiscal year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors.
(cii) The Company will furnish each Investor, as soon as practicable 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 thirty (4530) days thereafter, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(dc) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the The Company will furnish each such Major Investor (i) at least no earlier than sixty (60) days prior nor later than thirty (30) days prior to the beginning end of each fiscal year an annual budget and operating plans for such the next succeeding fiscal year, on a month to month basis and for the following two (2) fiscal years on a quarter to quarter basis, including a balance sheet as at the end of each relevant period and income statements and statements of cash flows for each relevant period and for the period commencing at the beginning of the fiscal year and ending on the last day of such relevant period (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty fifteen (2015) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such periodperiod and to the prior year’s performance, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. 15.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 1 contract
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty ninety (12090) days thereafter, to the extent requested by an Investor the Company will furnish each Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors.
(c) The Company will furnish each Investor, as soon as practicable 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, to the extent requested by such Investor a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliatesaffiliates) shall own not less than five hundred thousand fifty percent (500,00050%) shares of the Registrable Securities originally purchased (subject to a minimum of 1,900,000 shares) (as adjusted for stock splits and combinations) (a "MAJOR INVESTORMajor Investor"), to the extent requested by such Major Investor the Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 1 contract
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As So long as an Investor (with its affiliates) shall own not less than one million (1,000,000) shares of Registrable Securities (as adjusted for stock splits and combinations), as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish each such Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of DirectorsBoard.
(c) The Company will furnish each InvestorSo long as an Investor (with its affiliates) shall own not less than one million (1,000,000) shares of Registrable Securities (as adjusted for stock splits and combinations), as soon as practicable 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, a to the extent requested by such Investor, the Company shall furnish such Investor an unaudited balance sheet of the Company as of the end of each such quarterly period, and a an unaudited statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples consistently applied, with the exception that no notes need be attached subject to such statements and changes resulting from normal year-end audit adjustments may adjustments, all in reasonable detail and certified by the principal financial or accounting officer of the Company, except that such financial statements need not have been madecontain the notes required by generally accepted accounting principles.
(d) So long as an Investor (with its Affiliatesaffiliates) shall own not less than five hundred thousand three million (500,0003,000,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTORMajor Investor"), to the extent requested by such Major Investor the Company will shall furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares All rights set forth in this Section 3.1 shall terminate upon the effective date of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing registration statement pertaining to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e)'s Initial Offering.
Appears in 1 contract
Basic Financial Information and Reporting. (a) 3.1.1 The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
3.1.2 So long as an Investor (bwith its affiliates) As shall own not less than one million (1,000,000) shares of Registrable Securities, as adjusted for stock splits and combinations (a "Major Investor"), as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty ninety (12090) days thereafter, the Company will furnish each such Major Investor a consolidated balance sheet of the Company, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors.
(c) 3.1.3 The Company will furnish each Major Investor, as soon as practicable 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, a consolidated balance sheet of the Company as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the 3.1.4 The Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a consolidated balance sheet of the Company as of the end of each such month, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
3.1.5 The rights of a Major Investor under this Section 3.1 may be assigned by such Major Investor to a transferee or assignee of Registrable Securities which (ei) So long as any Series B is a subsidiary, parent, shareholder, general partner, limited partner or retired partner of such Major Investor upon the dissolution or liquidation of a Major Investor, (with its Affiliatesii) owns any is such Major Investor's family member or trust for the benefit of an individual Major Investor, or (iii) acquires at least one million (1,000,000) shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas Securities (as designated in writing to the Companyadjusted for stock splits and combinations)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that (A) the transferor shall, within ten (10) days after the termination of that certain Consulting Agreement (the "Consulting Agreement") between such transfer, furnish to the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise written notice of the Warrants, name and address of such transferee or assignee and the securities with respect to which such rights are being assigned and (B) such transferee shall only agree in writing to be furnished with balance sheets and statements of income pursuant subject to all restrictions set forth in this subsection (e)Agreement.
Appears in 1 contract
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As . The Company will furnish each Investor, to the extent requested by such Investor, as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish each Investor a an unaudited balance sheet of the Company, as at the end of such fiscal year, and a an unaudited statement of income and a an unaudited statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form principles, with the figures for the previous fiscal year, all in reasonable detailexception that no notes need be attached to such statements. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors.
(c) The Company will furnish each Investor, as soon as practicable 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, a an unaudited balance sheet of the Company as of the end of each such quarterly period, and a an unaudited statement of income and a an unaudited statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an statements. Inspection Rights. Each Investor (with its Affiliates) shall own holding not less than five hundred thousand One Hundred Thousand (500,000100,000) shares of Registrable Securities (as adjusted for stock splits and combinationssplits, combinations or similar events) (a "MAJOR INVESTOR"), “Major Investor”) shall have the Company will furnish each such Major Investor (i) at least thirty (30) days prior right to visit and inspect any of the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet properties of the Company as or any of the end of each such monthits subsidiaries, and a statement of income to discuss the affairs, finances and a statement of cash flows accounts of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as or any Series B Investor (of its subsidiaries with its Affiliates) owns any shares of Registrable Securitiesofficers, the Company will furnish and to three (3) Investors appointed by Atlas (review such information as designated in writing to the Company)
(i) is reasonably requested all at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (reasonable times and as soon often as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need may be attached to such statements and year end audit adjustments may not have been madereasonably requested; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise shall not be obligated under this Section 3.2 with respect to a competitor of the WarrantsCompany or with respect to information which the Board of Directors determines in good faith is confidential and should not, shall only therefore, be furnished with balance sheets and statements of income pursuant to this subsection (e)disclosed.
Appears in 1 contract
Samples: Investor Rights Agreement
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty ninety (12090) days thereafter, the Company will furnish each Investor Holder a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors. Along with such annual financial statements, the Company shall also provide lists of the Company's shareholders and optionholders, as of the end of such fiscal year, showing the number of securities held by each.
(c) The Company will furnish each InvestorHolder, as soon as practicable 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, to the extent requested by such Holder, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the The Company will furnish each such Major Investor (i) at least thirty (30) days prior Holder, to the beginning of each fiscal year an annual budget and operating plans for extent requested by such fiscal year (and as soon as availableHolder, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty thirty (2030) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 1 contract
Basic Financial Information and Reporting. (a) 3.1.1 The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
3.1.2 So long as an Investor (bwith its affiliates) As shall own not less than (i) two million (2,000,000) shares of Registrable Securities (as adjusted for stock splits and combinations), (ii) two hundred thousand (200,000) shares of Series C Preferred Stock (as adjusted for stock splits and combinations), or (iii) two hundred thousand (200,000) shares of Series D Preferred Stock (as adjusted for stock splits and combinations) (a "Major Investor" which term shall include each Founder regardless of the number of shares such Founder holds) as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty ninety (12090) days thereafter, the Company will furnish each Major Investor a consolidated balance sheet of the Company, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors.
(c) 3.1.3 The Company will furnish each Investor, Major Investor as soon as practicable 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, a consolidated balance sheet of the Company as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the 3.1.4 The Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a consolidated balance sheet of the Company as of the end of each such month, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently appliedprinciples, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 1 contract
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As Prior to a Qualified Initial Public Offering, as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty ninety (12090) days thereafter, the Company will furnish each Major Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's ’s Board of Directors.
(c) The Company will furnish each InvestorPrior to a Qualified Initial Public Offering, as soon as practicable 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, the Company will furnish each Major Investor a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (Prior to a "MAJOR INVESTOR")Qualified Initial Public Offering, the Company will furnish each such Major Investor Investor: (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 1 contract
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty ninety (12090) days thereafter, the Company will furnish each Investor and Mr. Heap a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors.
(c) The Company will furnish each InvestorInvestor and Mr. Heap, as soon as practicable 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, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliatesaffiliates) or Mr. Heap shall own not less than five four hundred thousand (500,000400,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (each, a "MAJOR INVESTORMajor Investor"), the Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).budget
Appears in 1 contract
Basic Financial Information and Reporting. (aA) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(bB) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) 90 days thereafter, the Company will furnish each Investor a consolidated balance sheet of the Company, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors.
(cC) The Company will furnish each Investor, as soon as practicable 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, a consolidated balance sheet of the Company as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 1 contract
Samples: Investor Rights Agreement (Sensus Drug Development Corp)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As So long as an Investor (with its affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a “Major Investor”), to the extent requested by such Major Investor, as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish each such Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be audited and accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of DirectorsBoard.
(c) The To the extent requested by such Major Investor, the Company will furnish each such Major Investor, as soon as practicable 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, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, all such statements shall be unaudited and prepared in accordance with generally accepted accounting principlesprinciples consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (To the extent requested by a "MAJOR INVESTOR")Major Investor, the Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual operating budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the The Company will also furnish to three (3) Investors appointed by Atlas (as designated in writing each Major Investor with reasonable promptness, such other information and data with respect to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of such Major Investor may from time to time reasonably request, which information will not be used for any purpose by such Major Investor other than to evaluate its involvement in the end of each such monthCompany, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company can withhold any such information if the Board determines in good faith that such information is confidential or attorney client privileged and Atlasshould not, dated as of April 19therefore, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e)disclosed.
Appears in 1 contract
Samples: Investor Rights Agreement (Five Prime Therapeutics Inc)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish each Investor a an audited balance sheet of the Company, as at the end of such fiscal year, and a an audited statement of income and a an audited statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors.
(c) The So long as an Investor (with its affiliates) shall own not less than fifty thousand (50,000) shares of Registrable Securities (adjusted for stock splits and combinations), the Company will furnish each Investor, as soon as practicable 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, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So If the Company prepares monthly financial statements in the ordinary course of business and so long as an Investor (with its Affiliatesaffiliates) shall own not less than five one hundred thousand (500,000100,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty thirty (2030) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 1 contract
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty ninety (12090) days thereafter, the Company will furnish each Investor Holder a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors.
(c) The So long as any Holder (with its affiliates) shall own not less than two hundred fifty thousand (250,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "Major Holder"), the Company will furnish each Investorsuch Major Holder, as soon as practicable 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, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the The Company will furnish each such Major Investor Holder (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 1 contract
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with United States generally accepted accounting principles (“GAAP”) consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles GAAP consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, to the extent requested by an Investor, the Company will furnish each Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles GAAP consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's ’s Board of Directors.
(c) The Company will furnish each Investor, as soon as practicable 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, to the extent requested by such Investor, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesGAAP, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliatesaffiliates) shall own not less than five one million (1,000,000) shares of Series A Preferred or Series B Preferred or two hundred thousand (500,000200,000) shares of Registrable Securities Series C Preferred, Series C-1 Preferred or Series D Preferred (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"“Major Investor”), the Company will shall furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles GAAP consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. This provision shall terminate upon the Qualifying Offering.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 1 contract
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish each Major Investor (defined below) (i) a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, and (ii) a table setting forth the capitalization structure of the Company as of the end of such fiscal year. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's ’s Board of Directors.
(c) The Company will furnish each Major Investor, as soon as practicable 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, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliatesaffiliates) shall own Registrable Securities following the Closing (as defined in the Purchase Agreement) with an aggregate original purchase price of not less than five six hundred thousand (500,000$600,000) shares of Registrable Securities dollars, and after the Second Tranche Closing (as adjusted for stock splits and combinationssuch term is defined in the Series D Preferred Stock Purchase Agreement dated October 9, 2014 (the “Series D SPA”), with an aggregate purchase price of greater than one million ($1,000,000) dollars (each, a "MAJOR INVESTOR"“Major Investor”), the Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for extent requested by such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) Major Investor as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently appliedapplied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet table setting forth the capitalization structure of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to recent practicable date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 1 contract
Samples: Investor Rights Agreement (NGM Biopharmaceuticals Inc)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall will be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) 120 days thereafter, the Company will furnish each Investor a an audited consolidated balance sheet of the Company, Company as at the end of such fiscal year, and a statement audited consolidated statements of income and a statement of income, cash flows and shareholders' equity of the Company, Company for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall will be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors.
(c) The Company will furnish each Investor, as soon as practicable 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) 45 days thereafter, a consolidated balance sheet of the Company as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may need not have been made.
(d) So long as an Investor (with its Affiliatesaffiliates) shall own owns not less than five hundred thousand (500,000) 250,000 shares of Registrable Securities (as adjusted for stock splits splits, combinations and combinations) (a "MAJOR INVESTOR"the like), the Company will furnish each such Major Investor Holder (i1) at least thirty (30) within 60 days prior to after the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii2) as soon as practicable after the end of each month, and in any event within twenty (20) 30 days thereafter, a consolidated balance sheet of the Company as of the end of each such month, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 1 contract
Samples: Investors Rights Agreement (Emed Technologies Corp)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty ninety (12090) days thereafter, the Company will furnish each Investor owning not less than 500,000 shares of Registrable Securities (other than Founder Shares and as adjusted for stock splits and combinations) (a "Major Investor") a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors.
(c) The Company will furnish each Major Investor, as soon as practicable 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, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the The Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 1 contract
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, applied (except as noted therein ) and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish each Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's ’s Board of Directors.
(c) The Company will furnish each Investor, as soon as practicable 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, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples consistently applied (except as noted therein, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliatesaffiliates) shall own not less than five hundred thousand percent (500,0005%) of the shares of Registrable Securities Securities, including Class A Common Stock issued on conversion of such stock (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"“Major Investor”), the Company will furnish each such Major Investor Investor: (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently appliedapplied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 1 contract
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As The Company will furnish each Major Investor as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty ninety (12090) days thereafter, the Company will furnish each Investor a an audited consolidated balance sheet of the Company, as at the end of such fiscal year, and a an audited consolidated statement of income and a an audited consolidated statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's ’s Board of Directors.
(c) The Company will furnish each Investor, as soon as practicable 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, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty thirty (2030) days thereafter, a an unaudited balance sheet of the Company as of the end of each such month, and a an unaudited statement of income and a an unaudited statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(ed) So long The Company shall furnish each Major Investor other information as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed reasonably requested by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been madeMajor Investor; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise shall not be obligated under this Section 3.1 with respect to a competitor of the WarrantsCompany or with respect to materials or information which the Board of Directors determines in good faith is confidential and should not, shall only therefore, be furnished with balance sheets and statements of income pursuant to this subsection (e)disclosed.
Appears in 1 contract
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) A. As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty ninety (12090) days thereafter, the Company will shall furnish each Investor Amazon with a balance sheet and equity capitalization table of the Company, as at of the end of such fiscal year, and a statement of income income, a statement of shareholders’ equity, and a statement of cash flows of the CompanyCompany and accompanying notes to the financial statements, for such year, all audited and prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a an audit report and opinion thereon by independent public accountants of national standing selected by the Company's Board of DirectorsBoard.
(c) B. The Company will shall furnish each Investor, to Amazon as soon as practicable after the end of the first, second second, and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five (45) days thereafter, a balance sheet and equity capitalization table of the Company as of the end of each such quarterly period, period and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesGAAP consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (. In order to facilitate Amazon’s compliance with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR")public reporting requirements, the Company will furnish each such Major Investor shall deliver the financial statements described in this Schedule 5.1(a) to Amazon, together with a certification that, to the Company’s knowledge, (i) such interim financial statements are fairly stated, in all material respects, in accordance with GAAP for the periods presented, applied on the same basis as the Company’s audited financial statements as of and for the most recent fiscal year end and reflect all adjustments necessary for a fair presentation of the interim financial statements, subject to the exceptions noted on an exhibit to such certification and (ii) the Company has made available to Amazon the information required by Section 5.1 of this Agreement. In addition, to facilitate Amazon’s compliance with its public reporting requirements, the Company shall engage a nationally recognized accounting firm to perform quarterly review procedures that result in the issuance of an independent accountant’s review report on the Company’s quarterly and year-to-date balance sheet and statement of operations for each fiscal quarter, which reports shall be delivered within forty-five (45) days after the end of the quarter for which the report pertains. In order to facilitate Amazon’s compliance with its public reporting requirements, the Company’s chief financial officer and chief accounting officer shall participate in one or more teleconferences with Representatives of Amazon each quarter to review the financial statements previously delivered and discuss significant transactions reflected for the period of the financial statements.
C. The Company shall furnish to Amazon at least thirty sixty (3060) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto) a comprehensive operating budget forecasting the Company’s revenues, expenses, net income/loss, and cash position on a month-to-month basis for the upcoming fiscal year (a “Budget”); . Each Budget shall be prepared in accordance with GAAP consistently applied (except as noted thereon).
D. All financial information and budgets required under clauses (A) and (iiB) as above shall consist of consolidated financial statements (consolidating the Company and its subsidiaries) unless GAAP provides otherwise.
E. As soon as practicable after the end of each monthreasonably practicable, and in any event within twenty fifteen (2015) days thereafter, a balance sheet after the issuance of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securitiesreport, the Company will shall furnish to three (3) Investors appointed by Atlas (as designated in writing Amazon any 409A valuation reports that it prepares or causes to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e)prepared.
Appears in 1 contract
Basic Financial Information and Reporting. (a) 3.1.1 The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
3.1.2 The Company will furnish each of CVM, CIF, each Series A Holder, each Series B Holder and the Purchaser (bthe "Shareholders") As as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) 90 days thereafter, the Company will furnish each Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors.
(c) 3.1.3 The Company will furnish each Investor, Shareholder as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Companymonth, and in any event within forty-five (45) 30 days thereafter, a balance sheet sheet, as at the end of such month and a statement of income, all prepared in accordance with generally accepted accounting principles.
3.1.4 The Company will furnish each Shareholder (i) at least thirty (30) days prior to the Company as beginning of each fiscal year an annual budget of sales and expenses for such fiscal year; and (ii) within twenty (20) days after the end of each such quarterly periodmonth, an unaudited balance sheet and a statement statements of income and a statement of cash flows of the Company for such period and for the current fiscal year to dateflows, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made, but such statement shall set forth applicable budget figures and variances from budget.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the 3.1.5 The Company will furnish each Shareholder with such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for other financial information as such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments Shareholder may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been madereasonably request; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company shall not be obligated under this Subsection 3.1.5 with respect to information which the Board of Directors determines in good faith is confidential and Atlasshould not, dated as of April 19therefore, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e)disclosed.
Appears in 1 contract
Basic Financial Information and Reporting. (a) The Company N-Mer will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the CompanyN-Mer, and in any event within one hundred twenty ninety (12090) days thereafter, the Company N-Mer will furnish each Investor Affymetrix a consolidated balance sheet of the CompanyN-Mer, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the CompanyN-Mer, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. As soon as practicable after the end of each fiscal year of N-Mer, and in any event within ninety (90) days thereafter, N-Mer will furnish Affymetrix a detailed schedule of the all amounts paid to each of Hyseq, CGI and Affymetrix during such year. Such financial statements and schedule shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the CompanyN-Mer's Board of Directors.
(c) The Company N-Mer will furnish each InvestorAffymetrix, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the CompanyN-Mer, and in any event within forty-five (45) days thereafter, a consolidated balance sheet of the Company N-Mer as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Company N-Mer for such period and for the current fiscal year to date, certified by an executive officer of N-Mer and prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and normal, recurring year-end audit adjustments may not have been made. N-Mer will also furnish Affymetrix, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of N-Mer, and in any event within forty-five (45) days thereafter, a detailed schedule of the all amounts paid to each of Hyseq, CGI and Affymetrix during such quarterly period, certified by an executive officer of N-Mer.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the Company N-Mer will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and Affymetrix, as soon as availablepracticable after the end of each of the first two months in each fiscal quarter, and in any subsequent revisions thereto); event within fifteen (15) days thereafter, a consolidated balance sheet of N-Mer as of the end of each such monthly period, and (ii) a consolidated statement of income and a consolidated statement of cash flows of N-Mer for such period and for the current fiscal year to date, certified by an executive officer of N-Mer and prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and normal, recurring year-end audit adjustments may not have been made. N-Mer will also furnish Affymetrix, as soon as practicable after the end of each month, and in any event within twenty together with the financial statements furnished under Sections 3.2(b), (20c) days thereafterand (d), a balance sheet detailed schedule of all amounts paid by N-Mer to each of Hyseq, CGI and Affymetrix and their respective Affiliates during such monthly period together with a detailed description of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company basis for such month and payments (including the methodology used for the current fiscal year allocating costs to dateN-Mer), including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and yearcertified by an executive officer of N-end audit adjustments may not have been madeMer.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 1 contract
Samples: Option Agreement (Hyseq Inc)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish each Investor a an audited balance sheet of the Company, as at the end of such fiscal year, and a an audited statement of income and a income, an audited statement of cash flows and an audited statement of stockholders' equity of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures financial information for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a (i) report and opinion thereon by the Company's independent public accountants of national standing selected and (ii) a narrative report prepared by the Company's Board management of Directorsthe Company describing the progress, status and future plans of the Company as of such date.
(c) The Company will furnish each Investor, as soon as practicable 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, a an unaudited balance sheet of the Company as of the end of each such quarterly period, and a an unaudited statement of income income, and a an unaudited statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) The Company shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits prepare and combinations) (a "MAJOR INVESTOR"), the Company will furnish each such Major Investor (i) an annual budget and operating plan for approval by the Board at least thirty (30) days prior to the beginning of each fiscal year an year. In addition, the Company agrees to prepare and furnish each Investor a revised annual budget and operating plans plan for such the fiscal year ending March 31, 2000 (and as soon as availableprepared on a monthly basis) within forty-five (45) days of the date hereof.
(e) The Company shall furnish each Investor, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan budgeted figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(ef) So long as any Series B The Company shall furnish each Investor (holding, by itself or together with its Affiliates) owns , 390,000 or more Shares (as adjusted for stock splits, recapitalizations and the like), promptly upon receipt thereof, any shares additional reports, management letters and other detailed information concerning significant aspects of Registrable Securities, the Company's operations or financial affairs given to the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year its independent accountants (and as soon as available, any subsequent revisions thereto); not otherwise contained in other materials provided hereunder) and (ii) as soon as practicable after the end of each month, such other information and in any event within twenty (20) days thereafter, a balance sheet of financial data concerning the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments any Investor may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e)reasonably request.
Appears in 1 contract
Basic Financial Information and Reporting. (a) The Company will Ibis shall maintain true books and records of account in which full and correct entries will shall be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedGAAP (except as noted therein or as disclosed to the recipients thereof), and will shall set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently appliedGAAP.
(b) As For as long as any Xxxxxx Holder holds any Shares, subject to AMI’s confidentiality obligations pursuant to Sections 5.1, 5.2 and 5.3 of the Master Agreement, as soon as practicable after the end of each fiscal year of the CompanyIbis, and in any event within one hundred twenty (120) days thereafter, the Company will Ibis shall furnish each Investor to AMI a balance sheet of the CompanyIbis, as at the end of such fiscal year, and a statement of income results from operations and a statement of cash flows of the CompanyIbis, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form GAAP (except as noted therein or as disclosed to the figures for recipients thereof). In addition, Ibis shall include a summary report comparing the previous fiscal year, all in reasonable detailresults from operations to the budget approved by Ibis’ Board of Directors. Such financial statements shall be accompanied signed by the senior financial officer of Ibis or be prepared by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directorsnationally recognized accounting firm.
(c) The Company will For as long as Abbott Holders hold at least [***]% of the Shares, Ibis shall furnish to AMI: (i) beginning with the 2009 fiscal year, at least thirty (30) days prior to the beginning of each Investorfiscal year, an annual budget (and a statement of the assumptions embodied therein) for such fiscal year that has been approved by Ibis’ Board of Directors (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Companycalendar quarter, and in any event within forty-forty five (45) days thereafter, a balance sheet of the Company Ibis as of the end of each such quarterly periodquarter, and a statement of income and a statement of cash flows of the Company Ibis for such period quarter and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principlesGAAP (except as noted thereon or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. Such financial statements shall be signed by the senior financial officer of Ibis or be prepared by a nationally recognized accounting firm. Ibis shall deliver the 2008 annual budget and related statement of assumptions to AMI on the date hereof.
(d) So After the Call Period and for as long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the Company will furnish each such Major Investor (i) Abbott Holders hold at least thirty (30) days prior [***]% of the Shares, AMI shall have the right to visit and inspect any of the beginning properties of each fiscal year an annual budget Ibis, and operating plans for to discuss the affairs, finances and accounts of Ibis with Ibis’ officers and Board of Directors, and to review such fiscal year (information as is reasonably requested all at such reasonable times and as soon often as availablemay be reasonably requested; provided that Ibis shall not be obligated under this Section 3.2(d) with respect to information which the Ibis Board of Directors determines in good faith is highly confidential or attorney-client privileged and should not, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each monththerefore, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been madedisclosed.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 1 contract
Samples: Strategic Alliance Master Agreement (Isis Pharmaceuticals Inc)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon long as practicable shares of Series A Convertible Preferred Stock and/or Registrable Securities issued therefor are outstanding, the Company shall deliver or provide to each Series A Investor (so long as such Investor continues to hold 10% of the Shares originally purchased by said Series A Investor and/or Registrable Securities issued therefor) of each respective class, and as long as GP Strategies holds at least 10% of the outstanding Common Stock, the Company shall deliver and provide to GP Strategies:
(i) Within 90 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish each Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all audited and prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors.; and
(cA) The Company will furnish each Investor, as soon as practicable 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, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the Company will furnish each such Major Investor (i) at At least thirty (30) 30 days prior to the beginning of each fiscal year year, an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (iiB) as soon as practicable within 20 days after the end of each month, and in any event within twenty (20) days thereafterquarter, a balance sheet of the Company as of the end of each such monthquarter, and a statement of income and a statement of cash flows of the Company for such month quarter and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 1 contract
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As So long as an Investor (with its affiliates) shall own not less than one million (1,000,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a “Major Investor”), as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafterthereafter (or within one hundred eighty (180) days thereafter with approval of the Board of Directors of the Company), the Company will furnish each such Major Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be audited and accompanied by a certified report and opinion thereon by independent public accountants of national standing selected by the Company's ’s Board of Directors.
(c) The Company will furnish each Major Investor, as soon as practicable : (i) within forty-five (45) days after the end of the first, second and third quarterly accounting periods in each fiscal year of an annual budget and operating plans for the Companyfollowing fiscal year (and as soon as available, and any subsequent written revisions thereto); (ii) as soon as practicable, but in any event within forty-five (45) days thereafterafter the end of each of the first three quarters of each fiscal year of the Company, a balance sheet of the Company as of the end of each such quarterly periodfiscal quarter, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto)quarter; and (iiiii) as soon as practicable after the end of each month, and in any event within twenty thirty (2030) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently appliedapplied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(ed) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the The Company will furnish to three (3) Investors appointed by Atlas (as designated in writing each Major Investor such other information relating to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as availablefinancial condition, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet business or corporate affairs of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year Major Investor may from time to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been madetime reasonably request; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only not be furnished with balance sheets and statements of income pursuant to obligated under this subsection (e)d) to provide information which the Board of Directors determines in good faith is confidential or attorney-client privileged and should not, therefore, be disclosed.
Appears in 1 contract
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) 90 days thereafter, the Company will furnish to each Investor a consolidated balance sheet of the Company, as at the end of such fiscal year, and a consolidated statement of income operations and a consolidated statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors.
(c) The Company will furnish to each Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Companymonth, and in any event within forty-five thirty (4530) days thereafter, a consolidated balance sheet of the Company as of the end of each such quarterly period, and a consolidated statement of income operations and a consolidated statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliatesaffiliates) shall own not less than five one hundred thousand (500,000100,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTORMajor Investor"), the Company will furnish to each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget budget, business and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a consolidated balance sheet of the Company as of the end of each such month, and a consolidated statement of income operations and a consolidated statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 1 contract
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish each Investor and holder of Series B Stock a consolidated balance sheet of the Company, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors.
(c) The Company will furnish each InvestorInvestor and holder of Series B Stock, as soon as practicable 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, a consolidated balance sheet of the Company as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor or holder of Series B Stock (with its Affiliatesaffiliates) shall own not less than five hundred thousand at least Four Hundred Thousand (500,000400,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (each, a "MAJOR INVESTOR"Major Investor), the Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year year, an annual budget and operating plans for such fiscal year (broken down by month) (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty forty-five (2045) days thereafter, a consolidated balance sheet of the Company as of the end of each such month, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Internap Network Services Corp/Wa)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish each Investor Demand Holder a consolidated balance sheet of the Company, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Company, Company for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing auditors selected by the Company's Board of Directors.
(c) The Company will furnish each InvestorDemand Holder, as soon as practicable 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 ninety (4590) days thereafter, a consolidated balance sheet of the Company as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 1 contract
Samples: Investor Rights Agreement (Firstworld Communications Inc)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish each Investor a consolidated balance sheet of the Company, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors. Notwithstanding the foregoing, in the event that such audited financial statements are not delivered by the Company within ninety (90) days following the end of a fiscal year the Company shall deliver to each Investor unaudited financial statements for such fiscal year within ninety (90) days following the end of such fiscal year.
(c) The Company will furnish each Investor, as soon as practicable 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, a consolidated balance sheet of the Company as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliatesaffiliates) shall own not less than five three hundred thousand (500,000300,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTORMajor Investor"), the Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each monthfiscal quarter, and in any event within twenty (20) days thereafter, a consolidated balance sheet of the Company as of the end of each such month, fiscal quarter and a consolidated statement of income and a consolidated statement of cash flows of the Company for such month fiscal quarter and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the . The Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).also
Appears in 1 contract
Samples: Investor Rights Agreement (Requisite Technology Inc /Co)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As So long as any shares of the Series C Preferred Stock or Series B Stock are outstanding, as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty fifty (120150) days thereafter, the Company will furnish to each Investor who invests or invested at least $2,000,000 pursuant to either the Series B Financing, the Initial Series C Financing or the Additional Series C Financing and who as of such date continues to hold at least 1/3 of the shares purchased in the Series B Financing, the Initial Series C Financing or the Additional Series C Financing (each, an “Eligible Investor”) a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board Board. Notwithstanding the forgoing, so long as there are at least 1,400,000 shares of Directorsthe Series A-6 Preferred Stock outstanding, each Investor who holds at least $250,000 of Series A-6 Preferred Stock shall also be treated as an Eligible Investor for the purposes of this Section 3.
(c) The So long as any shares of the Series B Preferred Stock or Series C Preferred Stock are outstanding, the Company will furnish to each Eligible Investor, as soon as practicable 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, a balance sheet of the Company as of the end of each such quarterly period, along with an up-to-date capitalization table (displaying all outstanding shares, warrants and options) certified by an officer of the Company, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples consistently applied (except as noted therein), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) any shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR")the Series B Preferred Stock or Series C Preferred Stock are outstanding, the Company will furnish to each such Major Eligible Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); ) forecasting the Company’s revenues, expenses and (ii) as soon as practicable after the end of each cash position on a month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such -to-month and basis for the current upcoming fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 1 contract
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) 60 days thereafter, the Company will furnish each Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon reviewed or audited by independent public accountants of national standing selected by the Company's ’s Board of Directors.
(cb) The Company will furnish to each Investor, as soon as practicable 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) 30 days thereafter, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples consistently applied (except as noted therein), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(dc) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the The Company will furnish each such Major Investor (i) Investor, at least thirty (30) 30 days prior to the beginning of each fiscal year year, an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); .
(d) Notwithstanding the provisions of Section 3.1(a), (b) and (iic) as soon as practicable after to the end of each monthcontrary, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of shall not be required to provide any Investor the end of each information required pursuant to Section 3.1(a), (b) or (c) to the extent that such monthdisclosure would cause U.S. Auto Parts Network, and a statement of income and a statement of cash flows of Inc. (“U.S. Auto Parts”) to violate Regulation FD under the Exchange Act, in which case the Company for shall promptly notify the Investors of such month potential violation and for the current fiscal year to date, including a comparison to plan figures for such period, prepared shall work in accordance with generally accepted accounting principles consistently applied, good faith with the exception that no notes need be attached Investors to such statements determine alternatives, within the limitations of all securities laws and year-end audit adjustments may not have been maderegulations applicable to U.S. Auto Parts and the Company, to provide the Investors with reasonable information about the Company.
(e) So long as any Series B Investor Notwithstanding anything else set forth in this Agreement to the contrary (with its Affiliates) owns any shares of Registrable Securitiesincluding, without limitation, this Section 3.1 or Section 3.4), the Company will shall not be required to furnish any information that the Company deems to three (3) Investors appointed by Atlas (as designated in writing to be confidential information of the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and , as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of determined by the Company as of the end of each such monthin its sole and absolute discretion, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to dateXxxxx-Xxxx Auto Parts, including a comparison to plan figures for such periodInc. (“Xxxxx-Xxxx”), prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued its parent Federal-Mogul Motorparts Corporation or issuable upon conversion of Series B Stocktheir subsidiaries or affiliates, or upon exercise any director, officer, stockholder, affiliate, or agent of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e)such entities.
Appears in 1 contract
Samples: Investor Rights Agreement (U.S. Auto Parts Network, Inc.)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish each Investor Investor, owning not less than two hundred thousand (200,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "Major Investor"), a consolidated balance sheet of the Company, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors.
(c) The Company will furnish each Major Investor, as soon as practicable 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, a consolidated balance sheet of the Company as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Appears in 1 contract
Samples: Investor Rights Agreement (Oculex Pharmaceuticals Inc /)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish each Investor a consolidated balance sheet of the Company, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be audited and accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors.
(c) The Company will furnish each Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, Company (and in any event within forty-five (45) days thereafter), a consolidated balance sheet of the Company as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that such statements may be unaudited, no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than at least five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits splits, combinations and combinationssimilar events) (a "MAJOR INVESTORMajor Investor"), the Company will furnish each such Major Investor and each Series D Stockholder (regardless of whether such Series D Stockholder is a Major Investor) (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans plan for such fiscal year (and as soon as available, any subsequent revisions thereto); and , (ii) as soon as practicable after the end of each month, month (and in any event within twenty (20) days thereafter), a consolidated balance sheet of the Company as of the end of each such month, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that such statements may be unaudited, no notes need be attached to such statements and year-end audit adjustments may not have been made.
made and (eiii) So long as any Series B Investor within not more than one hundred twenty (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30120) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each monthfiscal year, and in any event within twenty (20) days thereafter, a balance sheet audited financial statements of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e)Company.
Appears in 1 contract
Samples: Investors' Rights Agreement (Dynavax Technologies Corp)
