Certain Information Rights. (a) The Company shall promptly advise the Purchasers in writing of the occurrence of any matter or event that would cause a Material Adverse Effect, that occurs on or after the date of this Agreement and prior to the Closing.
Certain Information Rights. Between the date hereof and the Closing Date, the Company shall inform the Purchasers promptly of any inquiries, discussions, offers or proposals for, or negotiations looking toward, any purchase or other acquisition of any of the capital stock of or equity interests in (whether newly issued or currently outstanding) the Company or any of the Company Subsidiaries; and the Company shall provide promptly to the Purchasers copies of any written documents prepared by or received by the Company or its advisors in connection therewith.
Certain Information Rights. The Company shall deliver to the Purchaser the following information; provided that the requirements of the following clauses shall be deemed satisfied to the extent such information is publicly filed or publicly furnished with the SEC by the date required under the Exchange Act and/or applicable rules and regulations of the SEC:
Certain Information Rights. 35 ARTICLE V. CONDITIONS...............................................................................35
Certain Information Rights. In the event the Acquiror ceases to file periodic reports under the Securities Exchange Act of 1934 for any reason, Acquiror shall furnish to any Company Major Stockholder, so long as such Company Major Stockholder owns no less than twenty-five percent (25%) of the shares originally issued to such Company Major Stockholder as Closing Merger Consideration and is not a competitor (or Affiliate of a competitor) of the Acquiror or any of its Subsidiaries (as reasonably determined in good faith by Axxxxxxx), the following: (i) quarterly (a) unaudited financial statements and (b) then-current redacted capitalization table of the Acquiror (or, at Acquiror’s option, confirmation of the applicable Company Major Stockholder’s outstanding percentage interest in Acquiror), in each case, within sixty (60) days after the last day of each fiscal quarter of Acquiror. For purposes of this Section 6.04, all such reports will be deemed to be “furnished” to any such Company Major Stockholder upon Acquiror’s delivery of such reports to the Stockholder Representative for further distribution by such Stockholders Representatives to the applicable Company Major Stockholders. Notwithstanding the foregoing, the Acquiror may at any time condition any Company Major Stockholder’s receipt of such information on such Company Major Stockholder’s execution of a customary confidentiality agreement.
Certain Information Rights. The Company shall keep, or cause to be kept, appropriate books and records with respect to the Company’s business, including all books and records necessary to provide any information, lists and copies of documents required to be provided pursuant to this Section 15. Each Material Holder shall be entitled to receive from the Company the following information relating to the Company: (i) the audited annual financial statements of the Company and its subsidiaries, which shall be delivered promptly following the delivery of such statements in their final forms to the Company, (ii) the unaudited quarterly financial statements of the Company and its subsidiaries, which shall be delivered promptly following the Company finalizing such statements and (iii) an annual list of the holders of Stockholder Shares and the ownership percentages of such Stockholders. Furthermore, upon request, each Sponsor who remains a holder of Stockholder Shares shall be entitled to receive the audited annual financial statements of the Company and its subsidiaries from the Company. In addition, following an IPO, the Company shall, upon the request of any Sponsor who remains a holder of Stockholder Shares, provide the requesting Sponsor with a letter agreement granting such Sponsor consultation and information rights reasonably necessary to constitute “management rights” sufficient to make such Sponsor’s investment in the Company a “venture capital investment” within the meaning of the “plan asset regulation” found at 29 C.F.R. 2510.3-101. Notwithstanding the other provisions of this Agreement or anything to the contrary contained in the Certificate of Incorporation, the Company’s bylaws or pursuant to applicable law, except with respect to the information rights specifically granted to the Material Holders pursuant to this Section 15, no Stockholder shall have any information or inspection rights regarding the Company or any of its subsidiaries under the Certificate of Incorporation, the Company’s bylaws or applicable law (including, without limitation, pursuant to Section 220 of the General Corporation Law of the State of Delaware, which shall not apply to the Company with respect to any Stockholder), and each Stockholder hereby knowingly and irrevocably waives any claims to any such rights beyond those expressly set forth in this Section 15.
Certain Information Rights. At the request of Microsoft Corporation, for so long as it beneficially owns a majority of the aggregate principal amount of the Notes then outstanding directly or through one or more wholly-owned Subsidiaries, from time to time (but in no event more than once per quarter) upon reasonable advance written notice to Parent, Parent will make members of senior management of Parent and its Subsidiaries available to meet with members of senior management of Microsoft Corporation at a mutually agreeable time and place during business hours for the purpose of discussing Parent’s and its Subsidiaries’ business, financial condition and results of operations.
Certain Information Rights. Subject to the provisions of Section 2 above, while a public market exists for the Warrant Shares, the Company agrees to make and keep public information available, as those terms are construed in Rule 144 under the Securities Act of 1933, to file with the commission in a timely manner all periodic reports and to use its best efforts to file other documents required of the Company under the such Act and the Securities Exchange Act of 1934 for applicable time periods under Rule 144. Upon the request of any Holder, the Company will furnish such Holder a copy of such filings. Holder can elect to purchase Shares separately from this Agreement in order to become eligible to receive information provided to all shareholders and can elect to be on Company's non obligatory "courtesy copy" fax list in order to receive corporate (as opposed to commercial or product) press releases along with other interested parties by providing Company with current contact information from time to time.
Certain Information Rights. (a) So long as Grande Holdings or any Subsidiary thereof continues to hold any partnership interest in Ultimate Parent and Grande Holdings is required to comply with the disclosure and reporting obligations of the Exchange Act, Ultimate Parent shall provide to Grande Holdings and its auditors, at Grande Holdings’ expense, such information as is reasonably requested by Grande Holdings and provide reasonable access to relevant accounting records and personnel to enable Grande Holdings to comply with such disclosure and reporting obligations; provided Ultimate Parent’s obligations pursuant to this Section 7.23(a) shall apply only with respect to such disclosure and reporting obligations of Grande Holdings for its fiscal year ending on December 31, 2009 and any period prior thereto.
Certain Information Rights. Subject to Section 4.3, the Company shall provide to the Investor, within five (5) Business Days of the same being available, copies of (a) monthly operational reports as prepared for the senior management team of the Company; (b) quarterly reports of net revenues and adjusted EBITDA for each business segment of the Company; and (c) quarterly compliance certificates as delivered to the lenders under the Second Amended and Restated Credit Agreement, dated as of March 28, 2014, as amended and as may be further amended or replaced from time to time; provided, that the Company shall have no obligation to deliver any of the foregoing at any time after the earlier of (i) the Investor holds fewer than 2,410,800 shares of Series A Preferred Stock originally issued pursuant to the Subscription Agreement (or the shares of Common Stock issued upon conversion thereof) (as adjusted for stock splits, combinations, reorganizations and the like with respect to the Series A Preferred Stock) and (ii) the consummation of the IPO.
