Common use of Certain Information Rights Clause in Contracts

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. (a) The Company shall keeppromptly advise the Purchasers in writing of the occurrence of any matter or event that would cause a Material Adverse Effect, that occurs on or cause to be kept, appropriate books after the date of this Agreement and records with respect prior 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 Closing. (b) Prior to the Company: Closing and, so long as (i) the audited annual financial statements of the Company Fairfax Share Percentage is equal to or greater than 50% 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 Fairfax Beneficial Ownership Percentage is equal to or greater than 5%, at any time from and after the Closing, the Company shall, and shall cause its subsidiaries to, afford and its subsidiariesaccountants, which shall be delivered promptly following the Company finalizing such statements counsel and (iii) an annual list of the holders of Stockholder Shares and the ownership percentages of such Stockholders. Furthermoreother representatives, upon requestreasonable notice and at such reasonable times as may be requested by any Purchaser, each Sponsor who remains a holder of Stockholder Shares shall be entitled reasonable access, to receive (x) consult with the audited annual financial statements management on significant business issues relating to the operation of the Company and its subsidiaries from as may be reasonably requested by such Purchaser and (y) materials within the Company. In additioncontrol of the Company as may be reasonably requested by such Purchaser; provided that if the Company reasonably believes it would be in the best interests of the Company to not provide any such materials to such Purchaser due to the sensitive nature of such materials (such materials, following an IPO“Restricted Materials”), the Company shallshall notify such Purchaser of such determination and in good faith discuss the basis for such determination with such Purchaser and, upon following such discussion, the request of Company shall have no obligation to disclose to such Purchaser any Sponsor who remains a holder of Stockholder Sharesmaterials that the Company reasonably believes are Restricted Materials, 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 subject, in the case of clauses (x) and (y), to appropriate confidentiality undertakings with respect to any proprietary information and facilities. (c) During any period in which the Company a “venture capital investment” within is not subject to the meaning reporting requirements of Section 13 or 15(d) of the “plan asset regulation” found at 29 C.F.R. 2510.3-101. Notwithstanding Exchange Act and so long as (i) the other provisions of this Agreement Fairfax Share Percentage is equal to or anything greater than 50% and (ii) the Fairfax Beneficial Ownership Percentage is equal to or greater than 5%, the Company shall provide to the contrary contained in Purchasers (i) within 120 days after the Certificate end of Incorporation, each fiscal year of the Company’s bylaws or pursuant , audited consolidated financial statements of the Company for such fiscal year and (ii) within 45 days after the end of each fiscal quarter, unaudited consolidated financial statements of the Company for such fiscal quarter, provided that the Company shall not be required to applicable law, except deliver any such report with respect to the information rights specifically granted fourth fiscal quarter. (d) Notwithstanding anything 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 Incorporationcontrary, 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 15clauses (b) and (c) above will not be exercisable by any person other than the Purchasers (regardless of any transfer of any Purchase Securities or Underlying Securities).

Certain Information Rights. (a) The Company shall keeppromptly advise the Purchasers in writing of the occurrence of any matter or event that would cause a Material Adverse Effect, that occurs on or cause to be kept, appropriate books after the date of this Agreement and records with respect prior 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 Closing. (b) Prior to the Company: Closing and, so long as (i) the audited annual financial statements of the Company Fairfax Share Percentage is equal to or greater than 50% 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 Fairfax Beneficial Ownership Percentage is equal to or greater than 5%, at any time from and after the Closing, the Company shall, and shall cause its subsidiaries to, afford and its subsidiariesaccountants, which shall be delivered promptly following the Company finalizing such statements counsel and (iii) an annual list of the holders of Stockholder Shares and the ownership percentages of such Stockholders. Furthermoreother representatives, upon requestreasonable notice and at such reasonable times as may be requested by any Purchaser, each Sponsor who remains a holder of Stockholder Shares shall be entitled reasonable access, to receive (x) consult with the audited annual financial statements management on significant business issues relating to the operation of the Company and its subsidiaries from as may be reasonably requested by such Purchaser and (y) materials within the Company. In additioncontrol of the Company as may be reasonably requested by such Purchaser; provided that if the Company reasonably believes it would be in the best interests of the Company to not provide any such materials to such Purchaser due to the sensitive nature of such materials (such materials, following an IPO“Restricted Materials”), the Company shallshall notify such Purchaser of such determination and in good faith discuss the basis for such determination with such Purchaser and, upon following such discussion, the request of Company shall have no obligation to disclose to such Purchaser any Sponsor who remains a holder of Stockholder Sharesmaterials that the Company reasonably believes are Restricted Materials, 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 subject, in the case of clauses (x) and (y), to appropriate confidentiality undertakings with respect to any proprietary information and facilities. (c) During any period in which the Company a “venture capital investment” within is not subject to the meaning reporting requirements of Section 13 or 15(d) of the “plan asset regulation” found at 29 C.F.R. 2510.3-101. Notwithstanding Exchange Act and so long as (i) the other provisions of this Agreement Fairfax Share Percentage is equal to or anything greater than 50% and (ii) the Fairfax Beneficial Ownership Percentage is equal to or greater than 5%, the Company shall provide to the contrary contained in Purchasers (i) within 120 days after the Certificate end of Incorporation, each fiscal year of the Company’s bylaws or pursuant , audited consolidated financial statements of the Company for such fiscal year and (ii) within 45 days after the end of each fiscal quarter, unaudited consolidated financial statements of the Company for such fiscal quarter, provided that the Company shall not be required to applicable law, except deliver any such report with respect to the information rights specifically granted fourth fiscal quarter. |US-DOCS\142687345.5|| (d) Notwithstanding anything 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 Incorporationcontrary, 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 15clauses (b) and (c) above will not be exercisable by any person other than the Purchasers (regardless of any transfer of any Purchase Securities or Underlying Securities).

Certain Information Rights. (a) The Company shall keeppromptly advise the Purchasers in writing of the occurrence of any matter or event that would cause a Material Adverse Effect, that occurs on or cause to be kept, appropriate books after the date of this Agreement and records with respect prior 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 Closing. (b) Prior to the Company: Closing and, so long as (i) the audited annual financial statements of the Company Xxxxxxxx Share Percentage is equal to or greater than 50% 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 Xxxxxxxx Beneficial Ownership Percentage is equal to or greater than 5%, at any time from and after the Closing, the Company shall, and shall cause its subsidiaries to, afford and its subsidiariesaccountants, which shall be delivered promptly following the Company finalizing such statements counsel and (iii) an annual list of the holders of Stockholder Shares and the ownership percentages of such Stockholders. Furthermoreother representatives, upon requestreasonable notice and at such reasonable times as may be requested by any Purchaser, each Sponsor who remains a holder of Stockholder Shares shall be entitled reasonable access, to receive (x) consult with the audited annual financial statements management on significant business issues relating to the operation of the Company and its subsidiaries from as may be reasonably requested by such Purchaser and (y) materials within the Company. In additioncontrol of the Company as may be reasonably requested by such Purchaser; provided that if the Company reasonably believes it would be in the best interests of the Company to not provide any such materials to such Purchaser due to the sensitive nature of such materials (such materials, following an IPO“Restricted Materials”), the Company shallshall notify such Purchaser of such determination and in good faith discuss the basis for such determination with such Purchaser and, upon following such discussion, the request of Company shall have no obligation to disclose to such Purchaser any Sponsor who remains a holder of Stockholder Sharesmaterials that the Company reasonably believes are Restricted Materials, 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 subject, in the case of clauses (x) and (y), to appropriate confidentiality undertakings with respect to any proprietary information and facilities. (c) During any period in which the Company a “venture capital investment” within is not subject to the meaning reporting requirements of Section 13 or 15(d) of the “plan asset regulation” found at 29 C.F.R. 2510.3-101. Notwithstanding Exchange Act and so long as (i) the other provisions of this Agreement Xxxxxxxx Share Percentage is equal to or anything greater than 50% and (ii) the Xxxxxxxx Beneficial Ownership Percentage is equal to or greater than 5%, the Company shall provide to the contrary contained in Purchasers (i) within 120 days after the Certificate end of Incorporation, each fiscal year of the Company’s bylaws or pursuant , audited consolidated financial statements of the Company for such fiscal year and (ii) within 45 days after the end of each fiscal quarter, unaudited consolidated financial statements of the Company for such fiscal quarter, provided that the Company shall not be required to applicable law, except deliver any such report with respect to the information rights specifically granted fourth fiscal quarter. (d) Notwithstanding anything 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 Incorporationcontrary, 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 clauses (b) and (c) above (x) will not apply at any time when any designee set forth in Section 157.1 is a member of the Board of Directors; and (y) will not be exercisable by any person other than the Purchaser (regardless of any transfer of any Shares or Underlying Securities).