Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. The Company shall, and shall cause its Subsidiaries to, (a) permit the Trebia Investors and Founder Shareholders and their respective designated representatives (or other designees), at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary, (b) host regular conference calls for the Trebia Investors and Founder Shareholders with senior officers of the Company upon request, and (c) provide the Trebia Investors and Founder Shareholders all information of a type, at such times and in such manner as is consistent with the Company’s past practice or that is otherwise reasonably requested by such Trebia Investors and Founder Shareholders from time to time (all such information so furnished pursuant to this Section 3.1, the “Information”). Subject to Section 3.4, any Trebia Investor or Founder Shareholders (and any party receiving Information from the Trebia Investors or Founder Shareholders) who shall receive Information shall maintain the confidentiality of such Information. Notwithstanding the foregoing, that the Company shall not be required to disclose any privileged or Confidential Information of the Company so long as the Company has used commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Trebia Investors or Founder Shareholders without the loss of any such privilege or otherwise as provided for in a confidentiality agreement between the parties.
Appears in 4 contracts
Samples: Shareholders Agreement (Cannae Holdings, Inc.), Shareholders Agreement (BGPT Trebia LP), Shareholders Agreement (Trasimene Trebia, LP)
Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. The Company shall, and shall cause its Subsidiaries to, (a) permit the Trebia Investors and Founder Shareholders Principal Stockholder Entities and their respective designated representatives (or other designees), at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary, Subsidiary and (b) host regular conference calls for the Trebia Investors and Founder Shareholders with senior officers of the Company upon request, and (c) provide the Trebia Investors and Founder Shareholders Principal Stockholder Entities all information of a type, at such times and in such manner as is consistent with the Company’s past practice or that is otherwise reasonably requested by such Trebia Investors and Founder Shareholders Principal Stockholder Entities from time to time (all such information so furnished pursuant to this Section 3.1, the “Information”). Subject to Section 3.4, any Trebia Investor or Founder Shareholders Principal Stockholder Entity (and any party receiving Information from the Trebia Investors or Founder Shareholdersa Principal Stockholder Entity) who shall receive Information shall maintain the confidentiality of such Information. Notwithstanding the foregoing, that the Company shall not be required to disclose any privileged or Confidential Information of the Company so long as the Company has used commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Trebia Investors or Founder Shareholders Principal Stockholder Entities without the loss of any such privilege or otherwise as provided for in a confidentiality agreement between the partiesprivilege.
Appears in 3 contracts
Samples: Stockholders Agreement (Bumble Inc.), Stockholders Agreement (Bumble Inc.), Stockholders Agreement (Bumble Inc.)
Books and Records; Access. The Company shall, and shall cause its Subsidiaries subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries subsidiaries in accordance with generally accepted accounting principles. The For so long as a Sponsor has at least one of its respective Sponsor Designees serving as a director of the Board, the Company shall, and shall cause its Subsidiaries subsidiaries to, (a) permit the Trebia Investors such Sponsor whose Sponsor Designee is then serving as a director and Founder Shareholders and their such Sponsor Designee’s respective designated representatives (or other designees)representatives, at reasonable times and upon reasonable prior notice to the Company, to inspect, review and/or make copies and extracts from the books and records of the Company or any of such Subsidiaries the Company’s subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries the Company’s subsidiaries with the officers of the Company or any such Subsidiary, (b) host regular conference calls for the Trebia Investors and Founder Shareholders with senior officers of the Company upon request, and (c) provide the Trebia Investors and Founder Shareholders all information of a type, at such times and in such manner as is consistent with the Company’s past practice or that is otherwise reasonably requested by such Trebia Investors and Founder Shareholders from time subsidiaries. For the avoidance of doubt, each Sponsor shall lose the right to time (all such Company information so furnished pursuant to granted under this Section 3.1, 6.01 if such Sponsor owns less than five percent (5%) of the “Information”)then-outstanding shares of Common Stock. Subject to Section 3.46.02, any Trebia Investor or Founder Shareholders Sponsor (and any party receiving Information information from the Trebia Investors or Founder Shareholdersa Sponsor) who shall receive Information information shall maintain the confidentiality of such Informationinformation. Notwithstanding Taking into account the foregoing“common interest” and joint defense doctrine as may be applicable that would permit the sharing of potentially privileged information without a resulting waiver, that the Company shall not be required under this Section 6.01 to disclose any privileged or Confidential Information information where such disclosure would result in a waiver of the Company applicable privilege so long as the Company has used commercially reasonable its best efforts to enter into an arrangement pursuant to which it may provide such information to the Trebia Investors such Sponsor or Founder Shareholders Sponsors without the loss of any such privilege and has notified such Sponsor or otherwise as provided for in a confidentiality agreement between the partiesSponsors that such information has not been provided.
Appears in 2 contracts
Samples: Stockholders Agreement (AZEK Co Inc.), Stockholders Agreement (CPG Newco LLC)
Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. The Company shall, and shall cause its Subsidiaries to, (a) permit the Trebia Investors and Founder Shareholders Principal Stockholders and their respective designated representatives (or other designees), at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary, Subsidiary and (b) host regular conference calls for the Trebia Investors and Founder Shareholders with senior officers of the Company upon request, and (c) provide the Trebia Investors and Founder Shareholders Principal Stockholders all information of a type, at such times and in such manner as is consistent with the Company’s past practice or that is otherwise reasonably requested by such Trebia Investors and Founder Shareholders Principal Stockholders from time to time (all such information so furnished pursuant to this this
Section 3.1, 3.1 the “Information”). Subject to Section 3.4, any Trebia Investor or Founder Shareholders Principal Stockholder (and any party receiving Information from the Trebia Investors or Founder Shareholdersa Principal Stockholder) who shall receive Information shall maintain the confidentiality of such Information. Notwithstanding the foregoing, that the Company shall not be required to disclose any privileged or Confidential Information of the Company so long as the Company has used commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Trebia Investors or Founder Shareholders Principal Stockholders without the loss of any such privilege or otherwise as provided for in a confidentiality agreement between the partiesprivilege.
Appears in 1 contract
Samples: Stockholders Agreement (Finance of America Companies Inc.)
Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. The Company shall, and shall cause its Subsidiaries to, (a) permit the Trebia Investors and Founder Shareholders Principal Stockholders and their respective designated representatives (or other designees), at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary, Subsidiary and (b) host regular conference calls for the Trebia Investors and Founder Shareholders with senior officers of the Company upon request, and (c) provide the Trebia Investors and Founder Shareholders Principal Stockholders all information of a type, at such times and in such manner as is consistent with the Company’s past practice or that is otherwise reasonably requested by such Trebia Investors and Founder Shareholders Principal Stockholders from time to time (all such information so furnished pursuant to this Section 3.1, the “Information”). Subject to Section 3.4, any Trebia Investor or Founder Shareholders Principal Stockholder (and any party receiving Information from the Trebia Investors or Founder Shareholdersa Principal Stockholder) who shall receive Information shall maintain the confidentiality of such Information. Notwithstanding the foregoing, that the Company shall not be required to disclose any privileged or Confidential Information of the Company so long as the Company has used commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Trebia Investors or Founder Shareholders Principal Stockholders without the loss of any such privilege or otherwise as provided for in a confidentiality agreement between the partiesprivilege.
Appears in 1 contract