Delivery of Financial Statements. The Company shall, upon request, deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”): (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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, and audited and certified by independent public accountants of nationally recognized standing selected by the Company; (b) 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, an unaudited income statement, statement 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan; (d) as soon as practicable, but in any event prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and (e) as soon as practicable but in any event within thirty (30) days after the end 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 recipient to calculate their respective percentage equity ownership in the Company.
Appears in 5 contracts
Samples: Investors’ Rights Agreement (SI-BONE, Inc.), Investors’ Rights Agreement (SI-BONE, Inc.), Investors’ Rights Agreement
Delivery of Financial Statements. The Except as provided in Section 2.1(f), the Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):Information Rights Holder:
(a) as soon as practicable, but in any event within ninety one hundred twenty (90120) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ stockholder’s equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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), and audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) as soon as practicable, but in any event within forty-five sixty (4560) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited income profit or loss statement, statement 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event prior to within thirty (30) days of the end beginning of each fiscal yearyear (or on such later date as an annual operating plan, a statement of financial projections or a projected budget shall have been approved by the Board), an annual operating plan, a statement of financial projections and business plan a projected budget approved by the Board for such fiscal year;
(d) with respect to the financial statements called for in subsection (b) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the next fiscal period specified, subject to year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company-end audit adjustment; and
(e) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as soon as practicable but the Information Rights Holder or any assignee of the Information Rights Holder may from time to time request; provided, however, that the Company shall not be obligated under this subsection (e) to provide information which it deems in good faith to be a trade secret or similar confidential information. In addition, the Company shall not be obligated under this subsection (e) or any event within thirty (30) days after other subsection of Section 2.1 to provide information to investors who are deemed, in the end good faith of each fiscal year the Board, to be direct competitors of the Company. Each Holder acknowledges that the information received by them pursuant to this Agreement is confidential and for its use only, a statement showing and each Holder will not trade on the number basis 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 such confidential information nor use such confidential information in any way in violation of the periodExchange Act or reproduce, disclose or disseminate such information to any other person (other than the Holder’s employees or agents having a need to know the contents of such information, and its attorneys), except in connection with the exercise of rights under this Agreement, unless the Company has made such information available to the public generally.
(f) Notwithstanding anything to the contrary herein, the Common Company shall not be obligated under this Agreement (including under Sections 2.1(c), 2.1(e) or 2.2 hereof) to provide financial projections, projected budgets or other forward-looking information (collectively, “Projections”) to any holder of Series B-2 Preferred Stock issuable upon conversion or exercise Series B-3 Preferred Stock, unless both (i) such holder of Series B-2 Preferred Stock or Series B-3 Preferred Stock obtains a right to receive such Projections in his, her or its capacity as an Information Rights Holder or otherwise and (ii) regardless of the existence of any outstanding securities convertible or exercisable for Common such contractual right, the Company actually delivers any Projections to any holder of Series B-1 Preferred Stock that is a party to this Agreement, other than parties entitled to appoint members to the Board 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 recipient to calculate their respective percentage equity ownership in the Companyother than parties with Board observer rights.
Appears in 4 contracts
Samples: Investors’ Rights Agreement (GOOD TECHNOLOGY Corp), Investors’ Rights Agreement (GOOD TECHNOLOGY Corp), Investors’ Rights Agreement (GOOD TECHNOLOGY Corp)
Delivery of Financial Statements. The Company shall, upon request, shall deliver or cause its appropriate officers to deliver to each Major Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):the following:
(a) as soon as reasonably practicable, but in any no event within ninety more than one hundred eighty (90180) days after the end of each fiscal year Fiscal Year, a report of the Company, an income statement for such fiscal year, a balance sheet activities of the Company for the preceding Fiscal Year, including a comparison to the amounts budgeted for such Fiscal Year, and audited financial statements for the Fiscal Year of the Company consisting of a balance sheet, a statement of stockholders’ equity as of the end of such yearincome, and a statement of cash flows for such yearand a report of independent certified public accountants, such year-end financial reports to be in reasonable detail, all prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied and setting forth in each case in comparative form , except as the figures for auditors of the previous fiscal year, all in reasonable detail, and audited and certified by independent public accountants of nationally recognized standing selected by the CompanyCompany shall otherwise specify;
(b) as soon as reasonably practicable, but in any event within forty-five thirty (4530) days after the end of each of the first three (3) quarters of each fiscal year Fiscal Year of the Company, an unaudited statements of income statement, statement and of cash flows for such fiscal quarter 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) within as soon as reasonably practicable, but in no event more than thirty (30) days of after the end of each calendar month, an unaudited statements of income statement and statement of cash flows for such calendar month, and an unaudited balance sheet as of the end of such calendar month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan);
(d) as soon as reasonably practicable, but in any no event prior to more than 15 days after the end of each fiscal yearquarter, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; andan updated capitalization table;
(e) as soon as reasonably practicable following approval thereof by the Board of Directors, but in no event later than 30 days prior to the commencement of the Fiscal Year, the Operating Plan for such Fiscal Year;
(f) through the end and in respect of the Fiscal Year of 2018, or any event within period thereof, any information required pursuant to Section 2.09 of that certain Third Amended and Restated Operating Agreement of the Predecessor LLC, as amended, to be delivered to the Major Members (as defined therein); and
(g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.3(g) 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 acceptable to the Company); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.
(h) If, for any period, 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 and all such consolidated subsidiaries.
(i) Notwithstanding anything else in this Subsection 3.3 to the contrary, the Company may cease providing the information set forth in this Subsection 3.3 during the period starting with the date thirty (30) days after before the end of each fiscal year Company’s good-faith estimate of the Company, date of filing of a registration statement showing if it reasonably concludes it must do so to comply with the number of shares of each class SEC rules applicable to such registration statement 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 recipient to calculate their respective percentage equity ownership in related offering; provided that the Company’s covenants under this Subsection 3.3 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Morphic Holding, Inc.), Investors' Rights Agreement (Morphic Holding, Inc.), Investors’ Rights Agreement (Morphic Holding, Inc.)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor for as long as such Investor holds (or transferee of on an Investoras-converted basis) that holds at least 4,000,000 shares five percent (5%) of Registrable Securities (appropriately adjusted for any the fully diluted capital stock split, dividend, combination or other recapitalization) (a “Major Investor”):of the Company:
(a) as 1.1.1 As soon as practicable, but in any event within ninety one hundred twenty (90120) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a consolidated balance sheet of the Company and statement of stockholders’ equity as of the end of such year, and a statement consolidated statements of income and statements of cash flows flow of the Company for such year, such year-end financial reports to be in reasonable detail, 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, United States dollar-denominated, prepared in accordance with United States generally accepted accounting principles (“GAAP”), audited by a “Big 4” firm of independent certified public accountants, and audited accompanied by an opinion of such firm which opinion shall state that such balance sheet and certified statements of income and cash flow have been prepared in accordance with GAAP applied on a basis consistent with that of the preceding fiscal year, and present fairly and accurately the financial position of the Company as of their date, and that the audit by independent public such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards;
1.1.2 As soon as practicable after the end of nationally recognized standing selected by each quarter of the fiscal year of the Company;
(b) as soon as practicable, but in any event within forty-five sixty (4560) days after the end of each quarter of the first three (3) quarters of each fiscal year of the Company, an unaudited consolidated (i) statements of income statement, statement of and cash flows flow for such period and for the period commencing at the end of the previous fiscal quarter year and an unaudited balance sheet as of ending with the end of such fiscal quarter and (ii) balance sheet of the Company at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding period of the previous fiscal year, all in reasonable detail, denominated in United States dollars, certified by the vice president of finance or the chief financial officer (or if none, by the chief executive officer) of the Company, that such financial statements were prepared in accordance with GAAP (applied on a basis consistent with that of preceding periods and, except that such as otherwise stated therein, fairly present the financial statements may (i) be position of the Company as of their date subject to normal (x) there being no footnotes contained therein and (y) changes resulting from year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP)adjustments;
(c) within thirty (30) days 1.1.3 Copies of all filings made with the end of each monthSecurities and Exchange Commission, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Companyif any; and
(e) as soon as practicable but 1.1.4 Any other information that such Investor may reasonably request in any event within thirty (30) days after the end 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 writing from time to permit the recipient to calculate their respective percentage equity ownership in the Companytime.
Appears in 3 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Borderfree, Inc.), Investors’ Rights Agreement (Borderfree, Inc.)
Delivery of Financial Statements. The For as long as the Preferred Shares are outstanding, the Company shall, upon request, shall deliver to each Preferred Investor or any transferee thereof (or transferee of an the "Eligible Preferred Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”"):
(a) as soon as practicable, but in any event within ninety seventy five (9075) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ shareholder’s equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, on consolidated and stand-alone basis, prepared in accordance with generally accepted accounting principles in the 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"), and audited and certified by independent public accountants of nationally recognized standing selected by the Company, and accompanied by an opinion of such accounting firm which opinion shall state that such balance sheet and income statement and statement of cash flow have been prepared in accordance with GAAP applied on a basis consistent with that of the preceding fiscal year, and present fairly and accurately the financial position of the Company as of their date, and that the audit by such accountants in connection with such financial statements has been made in accordance with GAAP;
(b) 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, an unaudited consolidated and standalone income statement, statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter, and in the case of the first, second and third quarterly periods, for the period from the beginning of the current fiscal year to the end of such quarterly period, setting forth in each case in comparative form the figures for the corresponding period of the previous fiscal year, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal yearreasonable detail and United States dollar-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP)denominated;
(c) 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 for and as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to planreasonable detail;
(d) as soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and
(e) as soon as practicable but with respect to the financial statements called for in any event within thirty subsections (30b) days after and (c) of this Section 2.1, an instrument executed by the end of each fiscal year Chief Financial Officer or President of the Company, a statement showing Company certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the number exception of shares of each class footnotes that may be required by GAAP) and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at fairly present the end financial condition of the periodCompany and its results of operation for the period specified, subject to year-end audit adjustment; and
(f) such other information relating to the Common Stock issuable upon conversion financial condition, business, prospects or exercise corporate affairs of the Company as the Eligible Preferred Investor may from time to time reasonably request, provided, however, that the Company shall not be obligated under this subsection (f) to provide information that it deems in good faith to be a trade secret or similar confidential information of the Company or any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable theretoaffiliate thereof, 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 recipient to calculate their respective percentage equity ownership in the Companyunless a customary confidentiality undertaking is signed.
Appears in 3 contracts
Samples: Ordinary Shares Purchase Agreement (monday.com Ltd.), Ordinary Shares Purchase Agreement (monday.com Ltd.), Investors' Rights Agreement (monday.com Ltd.)
Delivery of Financial Statements. The Upon the request by a Major Investor (as hereinafter defined), the Company shall, upon request, shall deliver to each Major Investor (or transferee other than a Major Investor reasonably deemed by the Company to be a competitor of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”the Company):
(a) as soon as practicable, but in any event within ninety (90) 150 days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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), and audited and certified by an independent public accountants accounting firm of nationally recognized standing selected by the Company;
(b) as soon as practicable, but in any event within forty-five (45) days practicable after the end of each of the first three (3) quarters of first, second and third quarterly accounting periods in each fiscal year of the Company, but in any event within 60 days after the end of each such period, an unaudited income statementstatement for each such quarterly period, statement of cash flows for such fiscal quarter and an unaudited balance sheet of the Company and an unaudited statement of stockholders’ equity as of the end of such fiscal quarterquarterly period, all prepared in accordance with GAAP (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 GAAP);
(c) within thirty (30) days of the end of each month, an unaudited income statement and a statement of cash flows for each such monthquarterly period, and an unaudited balance sheet as of the end of such monthfinancial reports to be in reasonable detail, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;; and
(dc) as soon as practicable, but in any event 30 days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basiswith quarterly forward projections. Notwithstanding anything else in this Section 2.1 to the contrary, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company may cease providing the information set forth in this Section 2.1 during the period starting with the date 60 days before the Company; and
(e) as soon as practicable but in any event within thirty (30) days after the end of each fiscal year ’s good-faith estimate of the Company, date of filing of a registration statement showing if it reasonably concludes it must do so to comply with the number of shares of each class SEC rules applicable to such registration statement 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 recipient to calculate their respective percentage equity ownership in related offering; provided that the Company’s covenants under this Section 2.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 3 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Nutanix, Inc.), Investors’ Rights Agreement (Nutanix, Inc.)
Delivery of Financial Statements. The Company shall, upon request, deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):Preferred Stock:
(a) as soon as practicable, but in any event within ninety (90) days [***] after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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, and audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) 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, an unaudited income statement, statement and a statement 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event at least [***] prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and
(d) such other information relating to the financial condition, business or corporate affairs of the Company as such Investor may from time to time reasonably request, provided, however, that the Company shall not be obligated under this subsection (d) or any other subsection of Section 3.1 to provide information (i) that it deems in good faith to be a trade secret or similar confidential information or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.
(e) Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date [***] before the Company’s good-faith estimate of the 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 be reinstated at such time as soon as practicable but in the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective. If, for any event within thirty (30) days after period, the end of each fiscal year Company has any subsidiary whose accounts are consolidated with those of the Company, a statement showing then in respect of such period the number of shares of each class financial statements delivered pursuant to the foregoing sections shall be the consolidated and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end consolidating financial statements of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock Company 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 recipient to calculate their respective percentage equity ownership in the Companysuch consolidated subsidiaries.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (PureTech Health PLC), Investors’ Rights Agreement (PureTech Health PLC), Investors’ Rights Agreement (PureTech Health PLC)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):, provided that the Board has not reasonably determined that such Major Investor is (or, in the case of a Major Investor that is an individual, is employed by or serves as a consultant to) a competitor of the Company:
(a) as soon as practicable, but in any event within ninety one hundred eighty (90180) days after the end of each fiscal year of the Company, an (i) a balance sheet as of the end of such year, (ii) statements of income statement and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined in Subsection 3.1(c)) for such year, with an explanation of any material differences between such amounts and a balance sheet schedule as to the sources and applications of the Company funds for such year, and (iii) a statement of stockholders’ equity as of the end of such year, and a statement of cash flows for all such year, such year-end financial reports to be in reasonable detail, 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, and statements audited and certified by independent public accountants of nationally regional or national reputation and recognized standing selected by the CompanyCompany and approved by the Board, including the Lead Preferred Director (provided that such audit requirement may be waived by the Board, including the Lead Preferred Director);
(b) 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 CompanyCompany (or such later time as the Board, including the Lead Preferred Director, may determine), an unaudited income statement, statement of cash flows income for such fiscal quarter 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);; and
(c) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event prior to within thirty (30) days after the end beginning of each fiscal yearyear (or such later time as the Board, including the Lead Preferred Director, may determine), a budget for such fiscal year (collectively, the “Budget”), approved by the Board and business plan for the next fiscal year, prepared on a monthly quarterly basis, including balance sheets, sheets and income statements and statements of cash flows for such months and, as soon as promptly after prepared, any other budgets or revised budgets prepared by the Company; and
(e) as soon as practicable but in . If, for any event within thirty (30) days after period, the end of each fiscal year Company has any subsidiary whose accounts are consolidated with those of the Company, a statement showing then in respect of such period the number of shares of each class financial statements delivered pursuant to the foregoing sections shall be the consolidated and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end consolidating financial statements of the periodCompany and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and Company may cease providing the exchange ratio or exercise price applicable thereto, and information set forth in this Subsection 3.1 during 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 period starting with the recipient to calculate their respective percentage equity ownership in date sixty (60) days before the Company’s good-faith estimate of the 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 Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Sigilon Therapeutics, Inc.), Investors’ Rights Agreement (Sigilon Therapeutics, Inc.), Investors’ Rights Agreement (Sigilon Therapeutics, Inc.)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):, provided that the Board has not reasonably determined that such Major Investor is a Competitor:
(a) as soon as practicable, but in any event within ninety one hundred twenty (90120) days after the end of each fiscal year of the CompanyCompany (i) a balance sheet as of the end of such fiscal year, an (ii) statements of income statement and of cash flows for such fiscal year, and (iii) a balance sheet of the Company and statement of stockholders’ equity as of the end of such fiscal year, and a statement of cash flows for ; all such year, such year-end financial reports to statements will be in reasonable detail, 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, and may be audited and certified by independent public accountants of nationally recognized standing selected or unaudited as determined by the CompanyBoard;
(b) 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, an unaudited statements of income statement, statement of and cash flows for such fiscal quarter 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 (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) as soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and
(d) within thirty (30) days of following a request by the end of each monthMajor Investor, (i) an unaudited income statement and statement of cash flows for such a given month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (ix) be subject to normal year-end audit adjustments and (iiy) not contain all notes thereto that may be required in accordance with GAAP), and (ii) and with a comparison summary capitalization table as of a given month that will enable such Major Investor to plan;
(d) as soon as practicable, but determine its percentage ownership in any event prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and
(e) as soon as practicable but in ’s outstanding capital stock. If, for any event within thirty (30) days after period, the end of each fiscal year Company has any subsidiary whose accounts are consolidated with those of the Company, a statement showing then in respect of such period the number of shares of each class financial statements delivered pursuant to the foregoing sections shall be the consolidated and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end consolidating financial statements of the periodCompany and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and Company may cease providing the exchange ratio or exercise price applicable thereto, and information set forth in this Subsection 3.1 during 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 period starting with the recipient to calculate their respective percentage equity ownership in date sixty (60) days before the Company’s good-faith estimate of the 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 Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Kronos Bio, Inc.), Investors’ Rights Agreement (Kronos Bio, Inc.), Investors’ Rights Agreement (Kronos Bio, Inc.)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor, provided that the Board has reasonably determined that such Investor (or transferee is not a Competitor of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):the Company:
(a) as soon as practicable, but in any event within ninety not later than one hundred eighty (90180) days after the end of each fiscal year of the Company, an income statement for such fiscal year, Company (i) a balance sheet as of the Company end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, and a statement of cash flows for all such year, such year-end financial reports to be in reasonable detail, 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, and statements audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) as soon as practicable, but in any event within not later than forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited statements of income statement, statement of and cash flows for such fiscal quarter quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP);; and
(c) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event prior to not later than thirty (30) days after the end beginning of each fiscal year, a budget and business plan for the next such fiscal year, prepared on to reflect a monthly basis, including balance sheets, income statements statements, and statements of cash flows flow for such months and, as soon as promptly after prepared, any other budgets or revised budgets prepared by the Company; and
(e) as soon as practicable but in . If, for any event within thirty (30) days after the end of each fiscal year end, the Company has any subsidiary whose accounts are consolidated with those of the Company, a statement showing then in respect of such period the number of shares of each class financial statements delivered pursuant to the foregoing sections shall be the consolidated and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end consolidating financial statements of the periodCompany and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and Company may cease providing the exchange ratio or exercise price applicable thereto, and information set forth in this Subsection 3.1 during 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 period starting with the recipient to calculate their respective percentage equity ownership in date sixty (60) days before the Company’s good-faith estimate of the 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 Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 3 contracts
Samples: Preferred Stock Purchase Agreement (Ovid Therapeutics Inc.), Series B 1 Preferred Stock Purchase Agreement (Ovid Therapeutics Inc.), Investors’ Rights Agreement (Ovid Therapeutics Inc.)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”)::
(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ shareholder’s equity as of the end of such year, and a cash flow statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAPgaap”) consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail), and audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) 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, an unaudited income statement, a cash flow statement 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including income statements, balance sheets, income and cash flow statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and;
(d) with respect to the financial statements called for in subsection (b) of this Section 3.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with gaap consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by gaap) and fairly present the financial condition of the Company and its results of operation for the period specified, subject to year-end audit adjustment;
(e) as soon as practicable but in any event within thirty (30) days after such other information relating to the end of each fiscal year financial condition, business, prospects or corporate affairs of the Company, a statement showing Company as the number of shares of each class and series of capital stock and securities convertible into Investor or exercisable for shares of capital stock outstanding at the end any assignee of the periodInvestor may from time to time request, provided, however, that the Common Stock issuable upon conversion Company shall not be obligated under this subsection (e) or exercise any other subsection of any outstanding securities convertible Section 3.1 to provide information which it deems in good faith to be a trade secret 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 recipient to calculate their respective percentage equity ownership in the Companysimilar confidential information.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Obagi Medical Products, Inc.), Investors’ Rights Agreement (Obagi Medical Products, Inc.), Investors’ Rights Agreement (Obagi Medical Products, Inc.)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):, provided that such Major Investor is not a Competitor of the Company:
(a) as soon as practicable, but in any event within ninety one hundred twenty (90120) days after the end of each fiscal year of the Company, an income statement for such fiscal year, (i) a balance sheet as of the Company end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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, GAAP and audited and certified by independent public accountants of nationally recognized standing selected by the Company;Board.
(b) as soon as practicable, but in any event within forty-forty five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited statements of income statement, statement and of cash flows for such fiscal quarter and quarter, an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (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 GAAP);
(c) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) ), and with a comparison to plancompared against the Budget projected for such month;
(d) as soon as practicable, but in any event prior to thirty (30) days before the end of each fiscal year, a an operating and capital budget and business plan for the next fiscal yearyear (collectively, the “Budget”), approved in accordance with the terms of Section 5.5 of this Agreement and prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flows flow for such months and, as soon as promptly after prepared, any other budgets or revised budgets prepared by the Company; and
(e) such other information relating to the financial condition, business or corporate affairs of the Company as soon any Major Investor may from time to time reasonably request. All financial information and budgets required under Section 3.1(a)-(e) above shall consist of consolidated financial statements (consolidating the Company and its subsidiaries) unless the rules of generally accepted accounting principles provide otherwise. 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 (except as practicable but 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. Notwithstanding anything else in any event within thirty this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date sixty (3060) days after before the end of each fiscal year Company’s good-faith estimate of the Company, date of filing of a registration statement showing if it reasonably concludes it must do so to comply with the number of shares of each class SEC rules applicable to such registration statement 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 recipient to calculate their respective percentage equity ownership in related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 3 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Ra Pharmaceuticals, Inc.), Investors’ Rights Agreement (Ra Pharmaceuticals, Inc.)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to (i) each Investor (or transferee Holder of an Investor) that holds at least 4,000,000 10,000,000 shares of Registrable Securities (appropriately adjusted subject to adjustment for any stock splitsplits, dividendstock dividends, combination reclassifications or the like), other recapitalizationthan a Holder reasonably determined by the Board to be a competitor of the Company (provided that, for purposes of this Section 3.1(i), the Athyrium Stockholders shall be deemed not to be a competitor of the Company); and (ii) BCI, so long as it holds at least 5,000,000 shares of Registrable Securities (subject to adjustment for stock splits, stock dividends, reclassifications or the like) and has not been reasonably determined by the Board to be a “Major Investor”):competitor of the Company:
(a) as soon as practicableavailable, but in any event within ninety (90) 120 days after the end of each fiscal year of the Company, an income statement for such fiscal year, (i) a consolidated balance sheet of the Company and statement of stockholders’ equity as of the end of such yearyear and (ii) consolidated statements of operations, stockholders’ equity and a statement of cash flows for such year, all such year-end financial reports to be in reasonable detail, 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, and statements audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) as soon as practicableavailable, but in any event within forty-five (45) 45 days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited income statement, statement consolidated statements of operations and cash flows for such fiscal quarter quarter, and an unaudited consolidated balance sheet as of the end of such fiscal quarter, all prepared in accordance with GAAP (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 GAAP);; and
(c) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicableavailable, but in any event prior to not later than 45 days after the end beginning of each fiscal year, a budget and business plan for the next such fiscal year, approved by the Board of Directors and prepared on a monthly basis. Each such Holder agrees that any information obtained by such Holder pursuant to this Section 3.1, including balance sheetswhich is reasonably perceived to be proprietary to the Company or otherwise confidential, income statements will not (i) be used, except in connection with monitoring its investment in the Company and statements (ii) be disclosed without the prior written consent of cash flows for the Company (with any such months andconsent to the disclosure to a prospective purchaser of Registrable Securities not to be unreasonably withheld, conditioned or delayed), unless such Holder can demonstrate that such confidential information (a) is known or becomes known to the public in general (other than as soon as prepareda result of a breach of this Section 3.1 by such Holder or its Affiliates), (b) is or has been independently developed or conceived by such Holder without use of the Company’s confidential information, or (c) is or has been made known or disclosed to such Holder by a third party without a breach of any obligation of confidentiality such third party may have to the Company or other budgets or revised budgets prepared by third party; provided, however, that any Holder may disclose confidential information (i) to its attorneys, accountants, advisors, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; and
(eii) to any Affiliate, partner (or prospective partner), member, stockholder, or wholly owned subsidiary of such Holder in the ordinary course of business, provided that, such Holder informs such Person that such information is confidential and such Person agrees to maintain the confidentiality of such information and to not use such information except as permitted in clause (i) above; or (iii) as soon may otherwise be required by law, including as practicable but requested in connection with an audit conducted by any event within thirty (30) days regulatory authority, provided that, such Holder promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure; provided, further, that, except as approved in advance by the Board, each Holder acknowledges and agrees that it will not, and shall cause each of its directors, managers, officers, partners, employees, agents and members not to, during or after the end term of this Agreement, disclose such confidential information to any other Person, including any portfolio company, that is directly competitive with the Company (it being acknowledged and agreed that a Person shall not be deemed competitive with the Company solely by reason of its ownership of a Person that may be competitive with the Company) for any reason or purpose whatsoever. In the event any Holder violates the foregoing agreement of confidentiality, without limitation to any other remedy the Company may have with respect to such breach, the covenants of the Company set forth in this Section 3 shall terminate as to such Holder and its Affiliates and such Holder and its Affiliates shall no longer have any rights to receive any financial statements or other confidential information of the Company. Notwithstanding anything contained herein to the contrary, each fiscal year Holder (x) shall be responsible and liable for any breach of this Agreement by any of the Persons to whom such Holder discloses confidential or proprietary information of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into whether 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 theretonot such disclosure is permitted hereunder, and the number (y) agrees to take all reasonable measures (including, but not limited to, court proceedings) to restrain such Persons from prohibited disclosure or improper use of shares such confidential or proprietary information of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the recipient to calculate their respective percentage equity ownership in the Company.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Progenity, Inc.), Investors’ Rights Agreement (Progenity, Inc.), Investors’ Rights Agreement (Progenity, Inc.)
Delivery of Financial Statements. The Subject to Subsection 3.5 below, the Company shall, upon request, shall deliver to each Major Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (is not a “Major Investor”):Competitor:
(a) as soon as practicable, but in any event within ninety (90) days days, after the end of each fiscal year of the Company, (i) an unaudited balance sheet as of the end of such year, (ii) unaudited statements of income statement and of cash flows for such fiscal year, a balance sheet of the Company and (iii) an unaudited statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, all prepared in accordance with generally accepted accounting principles GAAP (“except that such financial statements may not contain all notes thereto that may be required in accordance with GAAP”) consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, and audited and certified by independent public accountants of nationally recognized standing selected by the Company);
(b) as soon as practicable, but in any event within forty-five (45) days days, after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited statements of income statement, statement and of cash flows for such fiscal quarter quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (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 GAAP);
(c) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event prior to thirty (30) days, before the end of each fiscal year, a budget and business plan for the next fiscal yearyear (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flows flow for such months and, as soon as promptly after prepared, any other budgets or revised budgets prepared by the Company; and;
(ed) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as soon as practicable but in any event within thirty (30) days after Major Investor may from time to time reasonably request. If, for any period, the end of each fiscal year Company has any subsidiary whose accounts are consolidated with those of the Company, a statement showing then in respect of such period the number of shares of each class financial statements delivered pursuant to the foregoing sections shall be the consolidated and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end consolidating financial statements of the periodCompany and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and Company may cease providing the exchange ratio or exercise price applicable thereto, and information set forth in this Subsection 3.1 during 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 period starting with the recipient to calculate their respective percentage equity ownership in date sixty (60) days before the Company’s good-faith estimate of the 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 Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Denim LA, Inc.), Investors’ Rights Agreement (Denim LA, Inc.), Investors’ Rights Agreement (Denim LA, Inc.)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that who holds at least 4,000,000 1,000,000 shares of Registrable Securities the Preferred Stock (appropriately or Common Stock issued upon conversion of the Preferred Stock) and as adjusted for any stock splitsplits, dividenddividends, combination or combinations and other recapitalization) recapitalizations (a “Major Investor”):
(a) as soon as practicable, but in any event within ninety (90) 120 days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ stockholder’s equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports (the “Year-End Financial Reports”) to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied and setting forth in each case in comparative form applied, certified by the figures for the previous fiscal year, all in reasonable detailCompany’s Chief Executive Officer or Chief Financial Officer, and unless otherwise determined by the Board of Directors, audited and certified by an independent public accountants accounting firm of nationally recognized standing selected approved by the CompanyBoard of Directors;
(b) as soon as practicable, but in any event within 90 days after the end of each fiscal year of the Company, unaudited Year-End Financial Reports;
(c) 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, an unaudited income statement, statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter, all each of the foregoing income statement, statement of cash flows and balance sheet also to set forth in comparative form the budgeted amounts for such period and the corresponding figures for the period in the prior fiscal year, to be in reasonable detail, prepared in accordance with GAAP (except that such financial statements may (i) and to be certified, subject to normal year-end audit adjustments adjustments, by the Company’s Chief Executive Officer or Chief Financial Officer that they are true and (ii) not contain accurate in all notes thereto that may be required in accordance with GAAP)material respects as of their dates;
(cd) 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 for and as of the end of such month, all in reasonable detail, each of the foregoing income statement, statement of cash flows and balance sheet also to set forth in comparative form the budgeted amounts for such period and the corresponding figures for the period in the prior fiscal year, to be in reasonable detail, prepared in accordance with GAAP (except that such financial statements may (i) consistently applied and to be certified, subject to normal year-end audit adjustments adjustments, by the Company’s Chief Executive Officer or Chief Financial Officer that they are true and (ii) not contain accurate in all notes thereto that may be required in accordance with GAAP) and with a comparison to planmaterial respects as of their dates;
(de) as soon as practicable, but in any event at least thirty days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, approved by the Board of Directors prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and
(ef) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as soon as practicable but in any event within thirty (30) days after the end of each fiscal year Major Investor may from time to time request, including a capitalization table and a list of the Company, a statement showing the number of shares of each class ’s stockholders and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end all holders of the periodCompany’s outstanding options, warrants or other securities; provided, however, that the Common Stock issuable upon conversion Company shall not be obligated under this Section 2.1(f) to provide information that it deems in good faith to be a trade secret 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 recipient to calculate their respective percentage equity ownership in the Companysimilar confidential information.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Control4 Corp), Investors’ Rights Agreement (Control4 Corp)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to -------------------------------- each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”)::
(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ ' equity as of the end of such year, and a statement schedule as to the sources and applications of cash flows funds for such year, such year-end financial reports to be in reasonable detail, 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"gaap"), and audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) 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, an unaudited income profit or loss statement, statement schedule as to the sources and application of cash flows funds 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);.
(c) within thirty (30) days of the end of each month, an unaudited income statement and statement schedule as to the sources and application of cash flows for such month, funds and an unaudited balance sheet for and as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to planreasonable detail;
(d) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income sheets and sources and applications of funds statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and;
(e) as soon as practicable but with respect to the financial statements called for in any event within thirty subsections (30b) days after and (c) of this Section 2.1, an instrument executed by the end of each fiscal year Chief Financial Officer or President of the Company, a statement showing Company and certifying that such financials were prepared in accordance with gaap consistently applied with prior practice for earlier periods (with the number exception of shares of each class footnotes that may be required by gaap) and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at fairly present the end financial condition of the periodCompany and its results of operation for the period specified, subject to year-end audit adjustment;
(f) such other information relating to the Common Stock issuable upon conversion financial condition, business, prospects or exercise corporate affairs of the Company as the Investor or any outstanding securities convertible assignee of the Investor may from time to time request, provided, however, that the Company shall not be obligated under this subsection (f) or exercisable for Common Stock and the exchange ratio any other subsection of Section 2.1 to provide information which it deems in good faith to be a trade secret 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 recipient to calculate their respective percentage equity ownership in the Companysimilar confidential information.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Corsair Communications Inc), Series C Preferred Stock Purchase Agreement (Corsair Communications Inc)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):Series C Holder:
(ai) as soon as practicable, but in any event within ninety one hundred twenty (90120) days after the end of each fiscal year of the CompanyCompany (i) a balance sheet as of the end of such year, an (ii) statements of income statement and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined in Subsection 4.5(a)(4)) for such year, with an explanation of any material differences between such amounts and a balance sheet schedule as to the sources and applications of the Company funds for such year, and (iii) a statement of stockholders’ equity as of the end of such year, and a statement of cash flows for all such year, financial statements (but not such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”comparisons) consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, and audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(bii) as soon as practicable, but in any event within forty-five sixty (4560) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited statements of income statement, statement of and cash flows for such fiscal quarter 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(ciii) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan);
(div) as soon as practicable, but in any event prior to thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal yearyear (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flows flow for such months and, as soon as promptly after prepared, any other budgets or revised budgets prepared by the Company; and;
(ev) as soon as practicable following the end of each fiscal year of the Company, but in any event within thirty (30) days after the end of each such fiscal year of the Company, a statement showing report prepared by an independent valuation expert and adopted by the number Board detailing the results and methodology of shares a valuation of each class and series type of capital stock and securities convertible into or exercisable for shares outstanding equity security of capital stock outstanding at the Company as of the end of such fiscal year;
(vi) any report prepared by an independent valuation expert for the Company detailing the results and methodology of a valuation of any of the outstanding equity securities of the Company, promptly following receipt by the Company thereof; and
(vii) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Series C Holder may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Subsection 4.5(a) 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 acceptable to the Company); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. If, for any period, the Common Stock issuable upon conversion or exercise Company has any subsidiary whose accounts are consolidated with those 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 recipient to calculate their respective percentage equity ownership in 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. Notwithstanding anything else in this Subsection 4.5(a) to the contrary, the Company may cease providing the information set forth in this Subsection 4.5(a) during the period starting with the date forty-five (45) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC (as defined below) rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 4.5(a) shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 2 contracts
Samples: Stockholders’ Agreement (Sancilio Pharmaceuticals Company, Inc.), Stockholders’ Agreement (Sancilio Pharmaceuticals Company, Inc.)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds holding, and to transferees of, at least 4,000,000 500,000 shares of Registrable Securities (appropriately adjusted for any subject to stock splitsplits, dividend, combination or other recapitalization) (a “Major Investor”combinations and the like):
(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ stockholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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"), and audited and certified by an independent public accountants accounting firm of nationally recognized standing selected by the Company;
(b) as soon as practicable, but in any event within forty-five thirty (4530) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited income profit or loss statement, a statement 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) within thirty (30) days of the end of each month, an unaudited income statement and a statement of cash flows for such month, and an unaudited balance sheet for and as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to planreasonable detail;
(d) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income sheets and sources and applications of funds statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company;
(e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the period specified, subject to year-end audit adjustment, provided that the foregoing shall not restrict the right of the Company to change its accounting principles consistent with GAAP, if the Board of Directors determines that it is in the best interest of the Company to do so; and
(ef) as soon as practicable but in any event within thirty (30) days after such other information relating to the end of each fiscal year financial condition, business, prospects or corporate affairs of the Company, a statement showing Company as the number of shares of each class and series of capital stock and securities convertible into Investor or exercisable for shares of capital stock outstanding at the end any assignee of the periodInvestor may from time to time reasonably request; PROVIDED, HOWEVER, that the Common Stock issuable upon conversion Company shall not be obligated under this subsection (f) or exercise any other subsection of any outstanding securities convertible Section 2.1 to provide information which it deems in good faith to be a trade secret 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 recipient to calculate their respective percentage equity ownership in the Companysimilar confidential information.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Etoys Inc), Investors' Rights Agreement (Etoys Inc)
Delivery of Financial Statements. The Company shall(a) Each Investor shall have the right to receive, upon request, deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”)::
(ai) as soon as practicable, but in any event within ninety (90) 180 days after the end of fiscal year 2021 and within 120 days after the end of each fiscal year of the CompanyCompany thereafter, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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), and audited and certified by independent public accountants of nationally recognized standing selected by the CompanyBoard of Directors and accompanied by an opinion of such firm which opinion shall state that such balance sheet and statements of income and cash flow have been prepared in accordance with GAAP applied on a basis consistent with that of the preceding fiscal year, and present fairly and accurately the financial position of the Company as of their date, and that the audit by such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards;
(bii) as soon as practicablefor each of the first three (3) fiscal quarters of each fiscal year of the Company, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each such fiscal year of the Companyquarter, an unaudited income statement, statement 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 (ix) be subject to normal year-end audit adjustments and (iiy) not contain all notes thereto that may be required in accordance with GAAP);
(c) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon well as prepared, any other budgets or revised budgets prepared by a current capitalization table for the Company; and
(eiii) as soon as practicable but in any event within thirty (30) at least 30 days after prior to the end beginning of each fiscal year (or such later date as shall be approved by the Board of Directors including the vote of at least one Series A Director and the Series B Director), a copy of the annual budget for the Company, a statement showing as established by management in consultation with the number Board of shares Directors (and approved by the affirmative vote 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 least one Series A Director and the exchange ratio or exercise price applicable theretoSeries B Director, 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 recipient to calculate their respective percentage equity ownership set forth in the CompanyRestated Certificate).
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Astera Labs, Inc.), Investors’ Rights Agreement (Astera Labs, Inc.)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”)::
(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the CompanyCompany (i) a balance sheet as of the end of such year, an (ii) statements of income statement and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined in Subsection 3.1(d)) for such year, with an explanation of any material differences between such amounts and a balance sheet schedule as to the sources and applications of the Company funds for such year, and (iii) a statement of stockholders’ equity as of the end of such year, and a statement of cash flows for all such year, such year-end financial reports to be in reasonable detail, 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, and statements audited and certified by independent public accountants of nationally regionally recognized standing selected by the Company;
(b) 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, an unaudited statements of income statement, statement of and cash flows for such fiscal quarter quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-year- end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) as soon as practicable, but in any event within thirty (30) days of after the end of each month, an unaudited statements of income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP) and with a comparison to plan);
(d) as soon as practicable, but in any event prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and
within forty-five (e) as soon as practicable but in any event within thirty (3045) 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 recipient 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;
(e) as soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company;
(f) with respect to the financial statements called for in Subsection 3.1(a) and Subsection 3.1(b), 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 consistently applied with prior practice for earlier periods (except as otherwise set forth in Subsection 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and
(g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Subsection 3.1 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 acceptable to the Company); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. If, for any period, 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 and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the 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 Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Root, Inc.), Investors’ Rights Agreement (Root Stockholdings, Inc.)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):5% Holder:
(a) as soon as practicableavailable, but in any event within ninety not later than thirty (9030) days after the end of each fiscal month, a consolidated balance sheet of the Company as of the end of such period and consolidated statements of income and cash flows of the Company for such period;
(b) as soon as available, but not later than forty five (45) days after the end of each quarterly accounting period, a consolidated balance sheet of the Company as of the end of such period and consolidated statements of income, cash flows and changes in equity interests for such quarterly accounting period and for the period commencing at the end of the previous fiscal year and ending with the end of such period, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, and including comparisons to the budget or business plan, all prepared in accordance with GAAP, subject to normal year-end adjustments and the absence of footnote disclosure;
(c) as soon as available after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end audited consolidated financial reports to be in reasonable detail, 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, and audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) 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 statements of the Company, an unaudited income statementwhich shall include statements of income, statement of cash flows and changes in equity interests for such fiscal quarter year and an unaudited a balance sheet as of the end of such fiscal quarterlast day thereof, all each prepared in accordance with GAAP (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 GAAP);
(c) 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 as accompanied by the report of a firm of independent certified public accountants selected by the end Board of such month, all prepared Directors (the “Accountants”). The Company and its subsidiaries shall maintain a system of accounting sufficient to enable its Accountants to render the report referred to in accordance with GAAP (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 GAAP) and with a comparison to planthis Section 3.1(c);
(d) as soon as practicableavailable, but in any event prior an annual budget and operating plan for such fiscal year together with management’s written discussion and analysis of such budget. The budget shall be accepted as the budget for the Company for such fiscal year when it has been approved by the Board of Directors. Management shall review the budget quarterly and shall advise each 5% Holder entitled to receive the annual budget at such time and the Board of Directors of all material changes therein, and all material deviations therefrom;
(e) with respect to the end financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of each fiscal year, a budget the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and business plan fairly present the financial condition of the Company and its results of operation for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Companyperiods specified therein; and
(ef) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as soon as practicable but any 5% Holder may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 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 which would adversely affect the attorney-client privilege between the Company and its counsel. If, for any event within period, 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 and all such consolidated subsidiaries. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days after before the end of each fiscal year Company’s good-faith estimate of the Company, date of filing of a registration statement showing if it reasonably concludes it must do so to comply with the number of shares of each class SEC rules applicable to such registration statement 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 recipient to calculate their respective percentage equity ownership in related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 2 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Rapid7 Inc)
Delivery of Financial Statements. The Upon the request by a Major Investor (as hereinafter defined), the Company shall, upon request, shall deliver to each Major Investor (or transferee other than a Major Investor reasonably deemed by the Company to be a competitor of an Investor) the Company, provided, however, that holds at least 4,000,000 shares Major Investors that are venture capital funds shall not be deemed competitors of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or the Company as a result of their investment in other recapitalization) (a “Major Investor”companies):
(a) as soon as practicable, but in any event within ninety (90) 90 days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ equity and detailed capitalization table (including a list of shares, options, warrants, or other securities held by each securityholder, and any vesting terms thereof) as of the end of such year, and a statement of cash flows for such year, such year-end yearend financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles applicable International Financial Reporting Standards (“GAAPIFRS”) consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail), and audited and certified certified, by an independent public accountants of nationally recognized standing selected accounting firm appointed by the Company’s general meeting of shareholders. In case the general meeting of shareholders does not appoint an independent public accounting firm, the Managing Board is entitled to do so;
(b) as soon as practicable, but in any event within forty-five (45) 45 days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited income statement, statement of cash flows for such fiscal quarter and an unaudited balance sheet and a statement of stockholders’ equity and detailed capitalization table (including a list of shares, options, warrants, or other securities held by each securityholder, and any vesting terms thereof) as of the end of such fiscal quarter, all prepared in accordance with GAAP IFRS (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 GAAPIFRS);
(c) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event within 45 days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheetsan updated list of all stockholders of the Company that includes the name of each stockholder and the number and class of shares held by each stockholder, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company;
(d) such other information relating to the financial condition, business or corporate affairs of the Company as the Major Investor may from time to time reasonably request, provided, however, that the Company shall not be obligated under this subsection (d) or any other subsection of Section 2.1 to provide information that (i) it deems in good faith to be a trade secret or similar confidential information or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel; and
(e) as soon as practicable but with respect to any unaudited financial statements called for in this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with IFRS consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by IFRS) and fairly present the financial condition of the Company and its results of operation for the period specified, subject to year-end audit adjustment, provided that the foregoing shall not restrict the right of the Company to change its accounting principles consistent with IFRS, if the Managing Board determines that it is in the best interest of the Company to do so. If, for any event within thirty (30) days after period, the end of each fiscal year Company has any subsidiary, parent company or other affiliated company whose accounts are consolidated with those of the Company, a statement showing then in respect of such period the number of shares of each class financial statements delivered pursuant to the foregoing sections shall be the consolidated and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end consolidating financial statements of the periodCompany and all such consolidated subsidiaries, parent companies and other affiliated companies. Notwithstanding anything else in this Section 2.1 to the contrary, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and Company may cease providing the exchange ratio or exercise price applicable thereto, and information set forth in this Section 2.1 during 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 period starting with the recipient to calculate their respective percentage equity ownership in date 60 days before the Company’s good-faith estimate of the 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 2.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Elastic N.V.), Investors’ Rights Agreement (Elastic N.V.)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Major Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):and to RU-NET Technology Capital LLC:
(a) as soon as practicable, but in any event within ninety one hundred twenty (90120) days after the end of each fiscal year of the Company, an audited income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ shareholder’s equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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, and audited and by a certified by independent public accountants accounting firm of nationally recognized standing selected by the Companynational standing;
(b) 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, an unaudited income statement, statement of cash flows for such fiscal quarter and an unaudited a balance sheet as of the end of such fiscal quarter, all each of the foregoing income statement, statement of cash flows and balance sheet also to set forth in comparative form the budgeted amounts for such period and the corresponding figures for the period in the prior fiscal year, to be in reasonable detail and prepared in accordance with GAAP (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 GAAP);
(c) as soon as practicable, but in any event within thirty (30) days of after the end of each monthof month of operations, an unaudited income statement and statement, statement of cash flows for such month, month and an unaudited a balance sheet as of the end of such month, all each of the foregoing income statement, statement of cash flows and balance sheet also to set forth in comparative form the budgeted amounts for such period and the corresponding figures for the period in the prior fiscal year, to be in reasonable detail and prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, basis (including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared months). The annual budget and business plan shall be approved by the Company; and
holders of eighty five percent (e85%) as soon as practicable but in any event within thirty (30) days after the end 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 recipient to calculate their respective percentage equity ownership in the CompanyRegistrable Securities then outstanding.
Appears in 2 contracts
Samples: Investor Rights Agreement (RingCentral Inc), Investor Rights Agreement (RingCentral Inc)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”, provided that the Board has not reasonably determined that such Major Investor is a Competitor (it being understood that CYGNET LLC and its Affiliates shall not be deemed to be a Competitor for purposes of this Subsection 3.1):
(a) as soon as practicable, but in any event within ninety one hundred eighty (90180) days after the end of each fiscal year of the Company, an income statement for such fiscal year, (i) a balance sheet as of the Company end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, and a statement of cash flows for all such year, such year-end financial reports to be in reasonable detail, 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, and statements audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) as soon as practicable, but in any event within forty-forty five (45) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, an unaudited statements of income statement, statement and of cash flows for such fiscal quarter 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) within thirty (30) days of the end of each month, an unaudited income statement promptly after written request and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and
(e) as soon as practicable but in any event within thirty (30) days after the end of each quarter 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 recipient Major Investors to calculate their respective percentage equity ownership in the Company;
(d) as soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and
(e) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request (including any such information required for regulatory purposes); provided, however, that the Company shall not be obligated under this Subsection 3.1, or under any other agreement, letter or understanding between the Company and any Investor, to provide information that the Company reasonably determines in good faith (after consultation with the Company’s outside legal counsel) (i) to be a trade secret, (ii) to be confidential information (unless covered by an enforceable confidentiality agreement, in a form reasonably acceptable to the Company), (iii) to be highly sensitive competitive information, (iv) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel or (v) the disclosure of which would constitute the provision of “material nonpublic technical information” (as defined in 31 C.F.R. §800.232). If, for any period, 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 and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 to the contrary, 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 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 Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Maplebear Inc.), Investors’ Rights Agreement (Maplebear Inc.)
Delivery of Financial Statements. The Company shall, upon request, deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 2,000,000 shares of Registrable Securities Common Stock issuable or issued upon conversion of the Preferred Stock (appropriately adjusted subject to appropriate adjustment for stock splits, stock dividends, combinations or the like, but excluding any stock split, dividend, combination or other recapitalizationSpecial Mandatory Conversion Shares and including any shares held by any affiliate of a fund Investor) (a “Major Investor”):
(a) as soon as practicable, but in any event within ninety one hundred twenty (90120) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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), and audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) 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, an unaudited income statement, statement 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) 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 for and as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to planreasonable detail;
(d) as soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal yearyear and, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company;
(e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the period specified, subject to year-end audit adjustment; and
(ef) as soon as practicable but in any event within thirty (30) days after such other information relating to the end of each fiscal year financial condition, business or corporate affairs of the CompanyCompany as the Major Investor may from time to time request, provided, however, that the Company shall not be obligated under this subsection (f) or any other subsection of Section 2.1 to provide information that it deems in good faith to be a statement showing the number of shares of each class and series of capital stock and securities convertible into trade secret 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 recipient to calculate their respective percentage equity ownership in the Companysimilar confidential information.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Alder Biopharmaceuticals Inc), Investors’ Rights Agreement (Alder Biopharmaceuticals Inc)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee and to each of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):the Founders:
(a) 3.1.1. as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ shareholder’s equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detaildetail and United States dollar-denominated, on a consolidated basis, prepared in accordance with United States 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), and audited and certified by independent public accountants one of nationally recognized standing selected the “Big Four” firms of Independent Certified Public Accountants with offices in the State of Israel who are members of the Israeli Institute of Certified Public Accountants (the “Auditors”), and accompanied by an opinion of such accounting firm which opinion shall state that such balance sheet and income statement and statement of cash flow have been prepared in accordance with GAAP applied on a basis consistent with that of the preceding fiscal year, and present fairly in all material respects the financial position of the Company as of their date, and that the audit by the CompanyAuditors in connection with such financial statements has been made in accordance with GAAP;
(b) 3.1.2. as soon as practicable, but in any event within forty-five sixty (4560) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited unaudited, consolidated income statement, statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter, and in the case of the first, second and third quarterly periods, for the period from the beginning of the current fiscal year to the end of such quarterly period, setting forth in each case in comparative form the figures for the corresponding period of the previous fiscal year, all in reasonable detail and United States dollar-denominated, prepared in accordance with GAAP (except applied on a basis consistent with that such financial statements may (i) be of preceding periods subject to normal (a) there being no footnotes contained therein and (b) changes resulting from year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such monthadjustments, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared reviewed by the CompanyAuditors; and
(e) as soon as practicable but in any event within thirty (30) days after 3.1.3. such other information relating to the end of each fiscal year financial condition, business, prospects or corporate affairs of the Company, Company as an Investor or 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 Founder may from time to permit the recipient to calculate their respective percentage equity ownership in the Companytime reasonably request.
Appears in 2 contracts
Samples: Shareholder Agreements (ironSource LTD), Shareholder Agreements (Thoma Bravo Advantage)
Delivery of Financial Statements. (a) The Company shall, upon request, deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”)::
(ai) as soon as practicable, but in any event within ninety one hundred eighty (90180) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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), and audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(bii) 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, an unaudited income statement, statement and statement 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, all prepared in accordance with GAAP (except that such financial statements may (iA) be subject to normal year-end audit adjustments and (iiB) not contain all notes thereto that may be required in accordance with GAAP);
(ciii) 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 GAAP (except that such financial statements may (iA) be subject to normal year-end audit adjustments and (iiB) not contain all notes thereto that may be required in accordance with GAAP) and with a comparison to plan);
(div) as soon as practicable, but in any event prior to at least thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flows flow for such months and, as soon as promptly after prepared, any other budgets or revised budgets prepared by the Company; and;
(ev) as soon as practicable upon request by a Major Investor (but in any event within thirty no later than fifteen (3015) days after the end of each fiscal year of the Companysuch request), 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 periodoutstanding, 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 recipient such Major Investor to calculate their respective its percentage equity ownership in the Company; and
(vi) such other information relating to the financial condition, business or corporate affairs of the Company as the Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this subsection (vi) or any other subsection of Section 3.1 to provide information (A) that it deems in good faith to be a trade secret or similar highly confidential information (excluding, for the sake of clarity, the financial statements and reports to be delivered pursuant to Section 3.1(i) – (v) to the extent such information is deemed a trade secret), (B) that the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel or (C) to any Major Investor whom the Board determines to be a Competitor or an officer, employee, director or holder of more than ten percent (10%) of a Competitor; and
(b) If, for any period, 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 and all such consolidated subsidiaries. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the 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 be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (DoorDash Inc), Investors’ Rights Agreement (DoorDash Inc)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”, provided that the Board of Directors has not reasonably determined that such Major Investor is a competitor of the Company (it being agreed for the purposes of Section 3.1 and Section 3.2 that Insight is not a competitor of the Company):
(a) as soon as practicable, but in any event within ninety one hundred twenty (90120) days after the end of each fiscal year of the CompanyCompany (or such longer period, an income statement for such fiscal yearnot to exceed ten (10) days, as approved by the Board of Directors), a balance sheet of the Company and statement of stockholders’ equity as of at the end of such fiscal year, and a statement of income, a statement of cash flows and a statement of stockholders’ equity of the Company for such year, such year-end financial reports to be in reasonable detail, all prepared in accordance with generally accepted accounting principles (“GAAP”) 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 and audited and certified opinion thereon by independent public accountants of nationally recognized national standing selected by the CompanyBoard of Directors;
(b) 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, an unaudited income statementstatement of income, statement of cash flows and statement of stockholders’ equity for such fiscal quarter 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and
within forty-five (e) as soon as practicable but in any event within thirty (3045) days after the end 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 recipient 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;
(d) 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 GAAP (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 GAAP); and
(e) as soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company. If, for any period, 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 and all such consolidated subsidiaries.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Yext, Inc.), Investors’ Rights Agreement (Yext, Inc.)
Delivery of Financial Statements. The Company shall, upon request, Group Companies shall deliver to each Investor (Rights Holder the following documents or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):reports:
(ai) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an a consolidated income statement and statement of cash flows for the Company for such fiscal year, year and a consolidated balance sheet of for the Company and statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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, and audited and certified by an internationally reputable firm of independent certified public accountants acceptable to the Preferred Holders Majority, and a management report including a comparison of nationally recognized standing selected by the Companyfinancial results of such fiscal year with the corresponding annual budget, all prepared in English and in accordance with the Accounting Standards consistently applied throughout the period;
(bii) as soon as practicable, but in any event within forty-five (45) days after of the end of each of the first three (3) quarters of each fiscal year of the Companyquarter, an a consolidated unaudited income statement, statement and statement of cash flows for such fiscal quarter and an unaudited a consolidated balance sheet for the Company as of the end of such fiscal quarter, and a comparison of the financial results of such month with the corresponding monthly budget, all prepared in English and in accordance with GAAP the Accounting Standards consistently applied throughout the period (except that such financial statements may (i) be subject to normal for customary year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAPexcept for the absence of notes), and certified by the chief financial officer of the Company;
(ciii) within thirty (30) days of the end of each month, an a consolidated unaudited income statement and statement of cash flows for such month, month and an unaudited a consolidated balance sheet for the Company as of the end of such month, and a comparison of the financial results of such month with the corresponding monthly budget, all prepared in English and in accordance with GAAP the Accounting Standards consistently applied throughout the period (except that such financial statements may (i) be subject to normal for customary year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) except for the absence of notes), and with a comparison to plancertified by the chief financial officer of the Company;
(div) as soon as practicable, but in any event an annual consolidated budget and strategic plan at least thirty (30) days prior to the end beginning of each fiscal year, a budget and business plan for setting forth: the next fiscal year, prepared on a monthly basis, including projected balance sheets, income statements and statements of cash flows for each month during such months andfiscal year of each Group Company; projected detailed budgets for each such month; any dividend or distribution projected to be declared or paid; the projected incurrence, as soon as preparedassumption or refinancing of indebtedness; and all other material matters relating to the operation, development and business of the Group Companies;
(v) copies of all documents or other information sent to all other shareholders and any other budgets reports publicly filed by the Company with any relevant securities exchange, regulatory authority or revised budgets prepared governmental agency, no later than five (5) days after such documents or information are filed by the Company; and;
(evi) as soon as practicable but in practicable, any event within thirty (30) days after the end 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 other information reasonably requested by 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 recipient to calculate their respective percentage equity ownership in the Companysuch Rights Holder.
Appears in 2 contracts
Samples: Shareholder Agreement, Shareholder Agreements (Four Seasons Education (Cayman) Inc.)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”)::
(a) as soon as practicable, but in any event within ninety sixty (9060) days after the end of each fiscal year of the Company, an income statement for such fiscal year, (i) a balance sheet as of the Company end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholderssecurity holders’ equity as of the end of such year, and a statement of cash flows for all such year, such year-end financial reports to be in reasonable detail, 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, and statements audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) 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, an unaudited statements of income statement, statement and of cash flows for such fiscal quarter quarter, and an unaudited balance sheet and a statement of security holders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (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 GAAP);
(c) 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 security holders’ equity as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan);
(d) as soon as practicable, but in any event prior to thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal yearyear (collectively, the “Budget”), approved by the Board and prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flows flow for such months and, as soon as promptly after prepared, any other budgets or revised budgets prepared by the Company; and
(e) as soon as practicable but with respect to the financial statements called for in Section 3.1(a), 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 consistently applied with prior practice for earlier periods and fairly present the financial condition of the Company and its results of operation for the periods specified therein. If, for any event within period, 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 and all such consolidated subsidiaries. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days after before the end of each fiscal year Company’s good-faith estimate of the Company, date of filing of a registration statement showing if it reasonably concludes it must do so to comply with the number of shares of each class SEC rules applicable to such registration statement 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 recipient to calculate their respective percentage equity ownership in related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Gigamon LLC)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee Holder of an Investor) that holds at a least 4,000,000 20,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (than a “Major Investor”Holder reasonably deemed by the Company to be a competitor of the Company):
(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ stockholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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"), and audited and certified by an independent public accountants accounting form of nationally recognized standing selected by the Company;
(b) 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, an unaudited income statement, statement 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) within thirty (30) days of the end of each month, an unaudited income statement and a statement of cash flows for such month, and an unaudited balance sheet for and as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to planreasonable detail;
(d) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months months, and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and
(e) as soon as practicable but with respect to the financial statements called for in any event within thirty subsections (30b) days after and (c) of this Section 2.1, an instrument executed by the end of each fiscal year Chief Financial Officer, Chief Executive Officer or President of the Company, a statement showing Company certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the number exception of shares of each class footnotes that may be required by GAAP) and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at fairly present the end financial condition of the periodCompany and its results of operation for the period specified, subject to year-end audit adjustment. provided that the Common Stock issuable upon conversion or exercise foregoing shall not restrict the right 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 issuanceCompany to change its accounting principles consistent with GAAP, if any, all in sufficient detail as to permit the recipient to calculate their respective percentage equity ownership Board of Directors determines that it is in the Companybest interest of the Company to do so.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Mobility Electronics Inc), Investor's Rights Agreement (Mobility Electronics Inc)
Delivery of Financial Statements. The Company shall, upon request, deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 250,000 shares of Registrable Securities (appropriately adjusted subject to appropriate adjustment for any stock splitsplits, dividendstock dividends, combination combinations or other recapitalizationthe like) (a “Major Investor”):
(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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), and audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) 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, an unaudited income statement, statement 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);,
(c) 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 for and as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to planreasonable detail;
(d) as soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company;
(e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or Chief Executive Officer of the Company certifying that such financials fairly present the financial condition of the Company and its results of operation for the period specified, subject to year-end audit adjustment; and
(ef) as soon as practicable but in any event within thirty (30) days after possible, to the end of extent requested by a Major Investor, a report comparing each fiscal year annual budget to such financial statements and such other information relating to the financial condition, business or corporate affairs of the CompanyCompany as the Major Investor may from time to time request; provided, however, that the Company shall not be obligated under this subsection (f) or any other subsection of Section 2.1 to provide information that it deems in good faith to be a statement showing the number of shares of each class and series of capital stock and securities convertible into trade secret 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 recipient to calculate their respective percentage equity ownership in the Companysimilar confidential information.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (FireEye, Inc.), Investors’ Rights Agreement (FireEye Inc)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”)::
(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, (i) a balance sheet as of the Company end of such year; (ii) statements of income and of cash flows for such year; and (iii) a statement of members’ (or stockholders’ ’) equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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, and audited and certified by independent public accountants of nationally or regionally recognized standing selected by the Company;
(b) as soon as practicable, but in any event within forty-forty five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited statements of income statement, statement and of cash flows for such fiscal quarter and for the current fiscal year to date, and an unaudited balance sheet and a statement of members’ (or stockholders’) equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (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 GAAP);
(c) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event prior to thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal yearyear (collectively, prepared on a monthly basisthe “Budget”);
(d) with respect to the financial statements called for in Section 3.1(a) and Section 3.1(b), including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared an instrument executed by the Companychief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied (except as otherwise set forth in Section 3.1(b); and
(e) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company or its subsidiaries as soon as practicable but any Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 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 which would adversely affect the attorney-client privilege between the Company and its counsel.
(f) If, for any event within thirty (30) days after period, the end of each fiscal year Company has any subsidiary whose accounts are consolidated with those of the Company, a statement showing then in respect of such period the number of shares of each class financial statements delivered pursuant to the foregoing sections shall be the consolidated and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end consolidating financial statements of the periodCompany and all such consolidated subsidiaries.
(g) Notwithstanding anything else in this Section 3.1 to the contrary, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and Company may cease providing the exchange ratio or exercise price applicable thereto, and information set forth in this Section 3.1 during 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 period starting with the recipient to calculate their respective percentage equity ownership in date sixty (60) days before the Company’s good-faith estimate of the date of filing of a registration statement under the Securities Act; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 2 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (ElectroCore, LLC)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):the EDH Holder:
(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, (i) a balance sheet as of the Company end of such year; (ii) statements of income and of cash flows for such year; and (iii) a statement of stockholders’ equity as of the end of such year, and a statement of cash flows for all such year, such year-end financial reports to be in reasonable detail, statements 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, GAAP and audited and certified by independent public accountants of nationally recognized standing selected by the Company;; and
(b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, an unaudited statements of income statement, statement and of cash flows for such fiscal quarter quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP);; and provided, further, that upon reasonable advance request from the EDH Holder, the Company will use commercially reasonable efforts to furnish (to the extent prepared and available) draft financial statements for each month, quarter and annual period-end (with the exception that no notes need to be attached to such statements) within one month (or as soon as such is prepared and available) following the period-end prepared consistent with management’s reports and consistent (pending audit and review adjustments and subject to normal quarterly adjustments to comply with external reporting obligations) with audited and reviewed financial statements including any details of accounts the EDH Holder is required to obtain to publicly report financial measures, including, but not limited to, amortization of intangible assets, stock-based compensation and other extraordinary items as required to complete any publicly reported financial measures.
(c) within thirty (30) days of If, for any period, the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance Company has any Subsidiary whose accounts are consolidated with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and
(e) as soon as practicable but in any event within thirty (30) days after the end of each fiscal year those of the Company, a statement showing then in respect of such period the number of shares of each class financial statements delivered pursuant to the foregoing clauses (a) and series of capital stock (b) shall be the consolidated and securities convertible into or exercisable for shares of capital stock outstanding at the end consolidating financial statements of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock Company 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 recipient to calculate their respective percentage equity ownership in the Companysuch consolidated Subsidiaries.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Gsi Commerce Inc), Stock Purchase Agreement (Gsi Commerce Inc)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”)::
(a) as soon as practicable, but in any event within ninety one hundred twenty (90120) days after the end of each fiscal year of the Company, an (i) a balance sheet as of the end of such year, (ii) statements of income statement and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined below) for such year, with an explanation of any material differences between such amounts and a balance sheet schedule as to the sources and applications of the Company funds for such year, and (iii) a statement of stockholders’ equity as of the end of such year, and a statement of cash flows for all such year, such year-end financial reports to be in reasonable detail, 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, and statements audited and certified by independent public accountants of nationally or regionally recognized standing selected by the Company;
(b) as soon as practicable, but in any event within forty-five thirty (4530) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, an unaudited statements of income statement, statement and of cash flows for such fiscal quarter and quarter, an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (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 GAAP);
(c) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan);
(d) as soon as practicable, but in any event no later than thirty (30) days prior to the end beginning of each fiscal year, a budget and business plan for the next fiscal yearyear (collectively, the “Budget”), approved by the Board of Directors in accordance with Section 5.4, including the majority of the Preferred Directors, and prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flows flow for such months and, as soon as promptly after prepared, any other budgets or revised budgets prepared by the Company; and
(e) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as soon as practicable but any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Subsection 3.1 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 acceptable to the Company); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. If, for any event within thirty (30) days after period, the end of each fiscal year Company has any subsidiary whose accounts are consolidated with those of the Company, a statement showing then in respect of such period the number of shares of each class financial statements delivered pursuant to the foregoing sections shall be the consolidated and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end consolidating financial statements of the periodCompany and all such consolidated subsidiaries. Notwithstanding anything else in this Section 3.1 to the contrary, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and Company may cease providing the exchange ratio or exercise price applicable thereto, and information set forth in this Section 3.1 during 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 period starting with the recipient to calculate their respective percentage equity ownership in date sixty (60) days before the Company’s good-faith estimate of the 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 be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 2 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Frequency Therapeutics, Inc.)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor who (or transferee of an Investortogether with its general partners and Affiliates) that holds at least 4,000,000 not less than 1,100,000 shares of Registrable Securities (appropriately adjusted subject to appropriate adjustment for any stock splitsplits, dividendstock dividends, combination combinations and other recapitalizations) issued or other recapitalization) issuable upon conversion of Preferred Stock (a “Major Investor”):
(a) as soon as practicable, but in any event within ninety two hundred seventy days (90270) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ stockholder’s equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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), and audited and certified by an independent public accountants accounting firm of nationally recognized standing selected by the Company;
(b) 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, an unaudited income profit or loss statement, a statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter, all such quarter-end financial reports to be in reasonable detail and prepared in accordance with GAAP generally accepted accounting principles (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAPgenerally accepted accounting principles);
(c) 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 for and as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal yearmonth-end audit adjustments and (ii) not contain all notes thereto that may financial reports to be required in accordance with GAAP) and with a comparison to planreasonable detail;
(d) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a an annual budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheetssheets and sources and applications of funds statements;
(e) promptly after the commencement thereof, income statements notice of (i) all actions, suits and statements of cash flows for such months andproceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Company (or any subsidiary) which, if successful, would have a Material Adverse Effect (as soon as prepared, any other budgets or revised budgets prepared defined in the Purchase Agreement) on the Company; and (ii) all material defaults by the CompanyCompany or any subsidiary (whether or not declared) under any agreement for money borrowed (unless waived or cured within applicable grace periods); and
(ef) as soon as practicable but in any event within thirty (30) days after such other information relating to the end of each fiscal year financial condition, business, prospects, or corporate affairs of the CompanyCompany as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Subsection 2.1(f) to provide information (i) that the Company reasonably determines in good faith to be a statement showing the number of shares of each class and series of capital stock and securities convertible into trade secret or exercisable for shares of capital stock outstanding at the end of the periodconfidential information (unless covered by an enforceable confidentiality agreement, 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 a form acceptable to permit the recipient to calculate their respective percentage equity ownership in the Company); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (NeuroPace Inc), Investors’ Rights Agreement (NeuroPace Inc)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Major Investor (or transferee the required items listed below, provided that the Board of an Investor) Directors has not reasonably determined that holds at least 4,000,000 shares such Major Investor is a Competitor of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):the Company.
(a) as soon as practicable, but in any event within forty-five (45) days after the end of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal year, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal year, all prepared in accordance with GAAP (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 GAAP);
(b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, (i) a balance sheet as of the Company end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, and a statement of cash flows for all such year, such year-end financial reports to be in reasonable detail, 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, and statements audited and certified by independent public accountants of nationally recognized standing selected by the CompanyCompany and approved by the Board of Directors, including the Preferred Director Majority;
(bc) as soon as practicable, practicable but in any event within forty-five (45) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, an unaudited statements of income statement, statement and of cash flows for such fiscal quarter quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (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 GAAP);
(cd) as soon as practicable, but in any event within thirty (30) days of after 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 GAAP (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 GAAP) and with a comparison to plan);
(de) as soon as practicable, but in any event prior to within forty-five (45) days after the end of each quarter of each fiscal year, a budget year of the Company and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and
(e) as soon as practicable but in any event within thirty (30) days after the end of each fiscal year of a change in the Company’s fully diluted capitalization, or upon request by a Major Investor, 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 recipient each Major Investor 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;
(f) as soon as practicable, but in any event within thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal year, forecasting the Company’s revenue, expenses, capital expenditures and cash position on a monthly basis (collectively, the “Budget”), approved by the Board of Directors, including the Preferred Director Majority, and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company;
(g) as soon as practicable, but in any event within thirty (30) days upon receipt of a written request from a Major Investor, unaudited monthly financial statements in a form reasonably agreed with such Major Investors; and
(h) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret, confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company), or otherwise includes software or technology the release of which to the Major Investor would require a specific license under applicable export control laws; or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. If, for any period, 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 and all such consolidated subsidiaries. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the 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 be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective. Notwithstanding anything to the contrary herein, in the event that Picularium, LLC is deemed to be a Competitor, for so long as it remains a Major Investor, Picularium, LLC shall be entitled to receive the materials described in Sections 3.1(a), 3.1(b) and 3.1(e).
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Relay Therapeutics, Inc.), Investors’ Rights Agreement (Relay Therapeutics, Inc.)
Delivery of Financial Statements. The Company shall, upon request, shall deliver -------------------------------- to each Investor (or transferee of an Investor) that holds holding, and to transferees of, at least 4,000,000 two hundred thousand (200,000) shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):at least 100,000 shares of the Company's Series D Preferred Stock or Common Stock issued upon conversion of these holdings:
(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ stockholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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, ---- and audited and certified by a "Big Five" independent public accountants accounting firm of nationally recognized standing selected by the Company;
(b) as soon as practicable, but in any event within forty-five thirty (4530) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited income profit or loss statement, a statement 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) a copy of each report delivered to the holders of Common Stock;
(d) within thirty (30) days of the end of each month, an unaudited income statement and a consolidated statement of cash flows for such month, and an unaudited balance sheet for and as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to planreasonable detail;
(de) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company;
(f) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the period specified, subject to year-end audit adjustment, provided that the foregoing shall not restrict the right of the Company to change its accounting principles consistent with GAAP, if the Board of Directors determines that it is in the best interest of the Company to do so; and
(eg) as soon as practicable but in any event within thirty (30) days after such other information relating to the end of each fiscal year financial condition, business, prospects or corporate affairs of the Company, a statement showing Company as the number of shares of each class and series of capital stock and securities convertible into Investor or exercisable for shares of capital stock outstanding at the end any assignee of the periodInvestor may from time to time reasonably request, provided, however, that the Common Stock issuable upon conversion Company shall not be obligated under this subsection (f) or exercise any other subsection of any outstanding securities convertible Section 2.1 to provide information which it deems in good faith to be a trade secret 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 recipient to calculate their respective percentage equity ownership in the Companysimilar confidential information.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Avantgo Inc), Investors' Rights Agreement (Avantgo Inc)
Delivery of Financial Statements. The Company shall, upon request, Group Companies shall deliver to each Investor (the following documents or transferee of an Investor) reports, provided that holds such Investor and its Affiliates shall hold at least 4,000,000 shares 50,000,000 Shares of Registrable Securities the Company (appropriately as adjusted for any stock splitin connection with share splits or share consolidation, dividend, combination reclassification or other recapitalization) (a “Major Investor”similar event):
(ai) as soon as practicablean annual budget and strategic plan at least thirty (30) days prior to the beginning of each fiscal year, but in setting forth: the projected balance sheets, income statements and statements of cash flows for each month during such fiscal year of each Group Company; projected detailed budgets for each such month; any event dividend or distribution projected to be declared or paid; the projected incurrence, assumption or refinancing of Indebtedness; and all other material matters relating to the operation, development and business of the Group Companies;
(ii) within ninety (90) days after the end of each fiscal year of the Company, an a consolidated income statement and statement of cash flows for the Group Companies for such fiscal year, year and a consolidated balance sheet of for the Company and statement of stockholders’ equity Group Companies as of the end of such the fiscal year, audited and certified by any of the “Big Four” accounting firms or a statement reputable firm of cash flows for such yearindependent certified public accountants acceptable to the Investors, such year-end financial reports to be in reasonable detail, all prepared in accordance with generally accepted accounting principles (“GAAP”) the Accounting Standards consistently applied and setting forth in each case in comparative form throughout the figures for the previous fiscal year, all in reasonable detail, and audited and certified by independent public accountants of nationally recognized standing selected by the Companyperiod;
(biii) 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, an unaudited income statement, statement 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) within thirty (30) days of the end of each monthfiscal quarter, an a consolidated unaudited income statement and statement of cash flows for such quarter and a consolidated balance sheet for the Group Companies as of the end of such quarter, all prepared in accordance with the Accounting Standards consistently applied throughout the period (except for customary year-end adjustments and except for the absence of notes), and certified by the chief financial officer of the Company;
(iv) within fifteen (15) days of the end of each month, (a) a consolidated unaudited income statement and an unaudited statement of cash flows for such month and a consolidated balance sheet for the Group Companies as of the end of such month, all prepared in accordance with GAAP the Accounting Standards consistently applied throughout the period (except that such financial statements may (i) be subject to normal for customary year-end audit adjustments and except for the absence of notes), and certified by the chief financial officer of the Company, and (iib) not contain all notes thereto that may be required in accordance with GAAP) and with a comparison to planmanagement report on operational metrics of the Group Companies for such month;
(dv) as soon as practicable, but in any event prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and
(e) as soon as practicable but in any event within thirty (30) days after the end of each fiscal year and promptly following any fiscal quarter during which there have been any material changes thereto, a detailed fully-diluted capitalization table of the Company;
(vi) copies of all documents or other information sent to all other shareholders and any reports publicly filed by the Group Companies with any relevant securities exchange, a statement showing regulatory authority or governmental agency, no later than five (5) days after such documents or information are filed by 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 periodGroup Companies; and
(vii) as soon as practicable, 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 recipient to calculate their respective percentage equity ownership in the Companyother information reasonably requested by such Investor.
Appears in 2 contracts
Samples: Shareholder Agreement (Dada Nexus LTD), Shareholder Agreement (Dada Nexus LTD)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”)::
(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ shareholder's equity as of the end of such year, and a statement schedule as to the sources and applications of cash flows funds for such year, such year-end financial reports to be in reasonable detail, 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"), and audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) 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, an unaudited income profit or loss statement, statement schedule as to the sources and application of cash flows funds 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) within thirty (30) days of the end of each month, an unaudited income statement and statement schedule as to the sources and application of cash flows for such month, funds and an unaudited balance sheet for and as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to planreasonable detail;
(d) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income sheets and sources and applications of funds statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and;
(e) as soon as practicable but with respect to the financial statements called for in any event within thirty subsections (30b) days after and (c) of this Section 2.1, an instrument executed by the end of each fiscal year Chief Financial Officer or President of the Company, a statement showing Company and certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the number exception of shares of each class footnotes that may be required by GAAP) and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at fairly present the end financial condition of the periodCompany and its results of operation for the period specified, subject to year-end audit adjustment;
(f) such other information relating to the Common Stock issuable upon conversion financial condition, business, prospects or exercise corporate affairs of the Company as the Investor or any outstanding securities convertible assignee of the Investor may from time to time request, provided, however, that the Company shall not be obligated under this subsection (f) or exercisable for Common Stock and the exchange ratio any other subsection of Section 2.1 to provide information which it deems in good faith to be a trade secret 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 recipient to calculate their respective percentage equity ownership in the Companysimilar confidential information.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Pemstar Inc), Series a Preferred Stock Purchase Agreement (Pemstar Inc)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):, provided that the Board of Directors has not reasonably and in good faith determined that such Major Investor is a Competitor:
(a) as soon as practicable, but in any event within ninety one hundred twenty (90120) days after the end of each fiscal year of the Company, an income statement for such fiscal year, Company (i) a balance sheet as of the Company end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, and a statement of cash flows for all such year, such year-end financial reports to be in reasonable detail, 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, and statements audited and certified by independent public accountants of nationally recognized standing selected by the CompanyBoard; provided, that such financial statements for the fiscal year 2020 need not be audited (but shall in any event be prepared in accordance with GAAP);
(b) as soon as practicablepracticable after the end of each quarterly accounting period in each fiscal year of the Company (commencing with the first quarter of 2020), but and in any event within forty-five (45) days after the end of each of the first three (3) quarters of such quarterly accounting periods in each fiscal year of the Company, (i) an unaudited income statement, statement of cash flows for such fiscal quarter and an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such fiscal quarterquarterly period, all and (ii) an unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such period, materially prepared in accordance with GAAP (except that such financial statements may (i) be GAAP, subject to changes resulting from normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP)adjustments;
(c) within thirty (30) days of the end of each monthif requested by a Major Investor, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and
(e) as soon as practicable but in any event within thirty (30) days after the end 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 recipient Major Investors to calculate their respective percentage equity ownership in the Company;
(d) as soon as practicable, but in any event within thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, approved by the Board of Directors, prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and
(e) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Subsection 3.1 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 acceptable to the Company); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. If, for any period, 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 and all such consolidated subsidiaries. Notwithstanding anything else in this Section 3.1 to the contrary, 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 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 be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 2 contracts
Samples: Stockholders Agreement (Erasca, Inc.), Stockholders Agreement (Erasca, Inc.)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”)::
(a) as soon as practicable, but in any event within ninety one hundred twenty (90120) days after the end of each fiscal year of the CompanyCompany unless a later date has been approved by the Board of Directors, an income statement for such fiscal yearincluding the approval of a majority of the Preferred Directors, (i) a balance sheet as of the Company end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, and a statement of cash flows for all such year, such year-end financial reports to be in reasonable detail, 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, and statements audited and certified by independent public accountants of nationally or regionally recognized standing selected by the CompanyCompany and approved by the Board of Directors;
(b) as soon as practicable, 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, an unaudited statements of income statement, statement and of cash flows for such fiscal quarter quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (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 GAAP);
(c) 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 GAAP (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 GAAP) and with a comparison to plan);
(d) as soon as practicable, but in any event prior to thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal yearyear (collectively, the “Budget”), approved by the Board of Directors, including the approval of a majority of the Preferred Directors, and prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flows flow for such months and, as soon as promptly after prepared, any other budgets or revised budgets prepared by the Company; and;
(e) as soon as practicable practicable, but in any event within thirty forty-five (3045) 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 recipient Investors to calculate their respective percentage equity ownership in the Company;
(f) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 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 which would adversely affect the attorney-client privilege between the Company and its counsel. If, for any period, 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 and all such consolidated subsidiaries. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the 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 be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 2 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Blueprint Medicines Corp)
Delivery of Financial Statements. The Company shall, upon request, deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 5,000,000 shares of Registrable Securities (appropriately adjusted subject to appropriate adjustment for any stock splitsplits, dividendstock dividends, combination combinations or other recapitalizationthe like) (a “Major Investor”):
(a) as soon as practicable, but in any event within ninety (90) 120 days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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), and audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) as soon as practicable, but in any event within forty-five (45) thirty days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited income statement, statement 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 statement may (i) be subject to normal year-end audit adjustments and (ii) may not contain all notes thereto that may be required in accordance with GAAP);
(c) as soon as practicable, but in any event within thirty (30) 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 for and as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to planreasonable detail;
(d) as soon as practicable, but in any event at least 30 days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and;
(e) as soon as practicable practicable, but in any event within thirty (30) 30 days after of the end of each fiscal year year, a capitalization table certified by the Company’s Chief Financial Officer;
(f) a copy of any presentation made to the Board regarding developments with respect to the Company’s clinical data; and
(g) such other information relating to the financial condition, business or corporate affairs of the CompanyCompany as the Investor may from time to time request, provided, however, that the Company shall not be obligated under this subsection (f) or any other subsection of Section 2.1 to provide information that it deems in good faith to be a statement showing the number of shares of each class and series of capital stock and securities convertible into trade secret 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 recipient to calculate their respective percentage equity ownership in the Companysimilar confidential information.
Appears in 2 contracts
Samples: Investors Rights Agreement, Investors Rights Agreement (Versartis, Inc.)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to -------------------------------- each Investor, for so long as such Investor (or transferee of an Investor) that holds continues to own at least 4,000,000 five percent (5%) of the Company's outstanding capital stock, on an as-converted basis, and the Warrant, as if exercised and the shares acquired thereunder converted, or, if less than five percent (5%) of such securities are purchased by an Investor pursuant to the Series C Agreement but the Investor has purchased at least 3,745,000 shares of Registrable Securities (appropriately adjusted Series C Preferred Stock thereunder, for any stock split, dividend, combination so long as such Investor continues to own all of the shares of Series C Preferred Stock purchased thereunder or other recapitalization) (a “Major Investor”):the Common Stock into which such shares may be converted:
(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income a statement of operations for such fiscal year, a balance sheet of the Company and statement of stockholders’ stockholder's equity as of the end of such year, and a cash flow statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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"), and audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) 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, an unaudited income statement of operations and cash flow statement, statement of cash flows for such fiscal quarter and setting forth year-to-date financial information, 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) within thirty twenty (3020) days of after the end of each month, an unaudited income statement and statement of operations and cash flows flow statement for such monthmonth and setting forth year-to-date financial information, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to planreasonable detail;
(d) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a financial budget and business plan for the next fiscal year, prepared on a monthly and quarterly basis, including balance sheetsin form and substance reasonably acceptable to Investors;
(e) with respect to the financial statements called for in subsection (b) and (c) of this Section 2.1, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared an instrument executed by the CompanyChief Financial Officer or Chief Executive Officer of the Company certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operations for the period specified, subject to the year-end audit adjustment; and
(ef) as soon as practicable but in any event within thirty (30) days after such other information relating to the end of each fiscal year financial condition, business, prospects or corporate affairs of the CompanyCompany as the Investor may from time to time reasonably request; provided, a statement showing however that 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 Company -------- ------- shall not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the recipient to calculate their respective percentage equity ownership in the Company.be obligated pursuant to
Appears in 2 contracts
Samples: Investors' Rights Agreement (Dovebid Inc), Investors' Rights Agreement (Dovebid Inc)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”)::
(a) as soon as practicable, but available and in any event within ninety (90) 45 days after the end of each of the first three quarters of each fiscal year of the Company, an income statement for such fiscal year, a consolidated balance sheet of the Company and statement of stockholders’ equity its subsidiaries as of the end of such year, quarter and a statement the related statements of income and stockholders’ equity and of cash flows of the Company for the period commencing at the end of the previous fiscal year and ending with the end of such yearquarter, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied and setting forth in each case in comparative form the corresponding figures for the previous corresponding period of the preceding fiscal year and the budget for such current year, all in reasonable detaildetail and prepared in accordance with GAAP consistently applied, and audited and duly certified (subject to year-end audit adjustments) by independent public accountants the chief financial officer of nationally recognized standing selected by the Company;
(b) as soon as practicable, but available and 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, an unaudited income statement, statement 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and
(e) as soon as practicable but in any event within thirty (30) 120 days after the end of each fiscal year of the Company, a statement showing copy of the number annual audit report for such year for the Company, including therein a consolidated balance sheet of shares the Company and its subsidiaries as of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of such fiscal year and statements of income and stockholders’ equity and of cash flows of the periodCompany for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all duly certified by independent public accountants of recognized standing acceptable to the Major Investors holding a majority of the Registrable Securities then held by all Major Investors;
(c) promptly after sending or making available, and only to the extent available and requested in writing, such other reports and other financial statements as the Company shall send or make available to the management of the Company from time to time;
(d) promptly upon receipt thereof, any written report submitted to the Company by independent public accountants in connection with an annual or interim audit of the books of the Company and its subsidiaries made by such accountants;
(e) promptly after sending, making available, or filing the same, such reports and financial statements as the Company shall send or make available to the stockholders of the Company; and
(f) as soon as available in the form approved by the Board of Directors, and in any event before the beginning of the fiscal year to which it applies, the Common Stock issuable upon conversion or exercise annual budget and business plan of the Company. Neither the foregoing provisions of this Section nor any other provision of this Agreement shall be in limitation of any outstanding securities convertible rights which a Major Investor may have with respect to the books and records of the Company and its subsidiaries, or exercisable for Common Stock to inspect their properties or discuss their affairs, finances and accounts, under the exchange ratio or exercise price applicable theretolaws of the jurisdictions in which they are incorporated. Notwithstanding anything else in this Subsection 3.1 to the contrary, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all Company may cease providing the information set forth in sufficient detail as to permit this Subsection 3.1 during the recipient to calculate their respective percentage equity ownership in period starting with the date sixty (60) days before the Company’s good-faith estimate of the 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 Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (PTC Therapeutics, Inc.), Investors’ Rights Agreement (PTC Therapeutics, Inc.)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Major Investor (or transferee other than a Major Investor reasonably deemed by the Company to be a competitor of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”the Company):
(a) as soon as practicable, but in any event within ninety (90) 120 days after the end of each fiscal year of the Company (or such longer period of time as may be required by the Company’s independent public accountants, if applicable), an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ stockholder’s equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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, and audited and certified by an independent public accountants accounting firm of nationally recognized standing selected by the CompanyCompany and approved by the Board of Directors or the audit committee of the Board of Directors;
(b) as soon as practicable, but in any event within forty-five (45) 45 days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited income profit or loss statement, a statement 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) within thirty (30) 30 days of the end of each month, an unaudited income statement and a statement of cash flows for such month, and an unaudited balance sheet for and as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to planreasonable detail;
(d) as soon as practicable, but in any event prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets updated or revised budgets for such fiscal year prepared by the Company; and;
(e) as soon as practicable but in any event within thirty (30) 30 days after the end of each fiscal year quarter 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 summary of the periodCompany’s capitalization on a fully diluted basis for such fiscal quarter; and
(f) an instrument executed by the Chief Financial Officer or President of the Company and certifying on behalf of the Company that (i) with respect to the financial statements called for in subsection (a) of this Section 2.1, such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods and (ii) with respect to the Common Stock issuable upon conversion or exercise financial statements called for in subsections (a), (b) and (c) of any outstanding securities convertible or exercisable this Section 2.1, such financials fairly present the financial condition of the Company and its results of operation for Common Stock and the exchange ratio or exercise price applicable theretoperiod specified, and subject to year-end audit adjustment (in the number case of shares unaudited financial statements), provided that the foregoing shall not restrict the right of issued stock options and stock options not yet issued but reserved for issuancethe Company to change its accounting principles consistent with GAAP, if any, all in sufficient detail as to permit the recipient to calculate their respective percentage equity ownership Board of Directors or a committee thereof determines that it is in the Companybest interest of the Company to do so.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Cyan Inc), Investors’ Rights Agreement (Cyan Inc)
Delivery of Financial Statements. The Company shall, upon Upon request, the Company shall deliver to each Major Investor (as long as such Major Investor is not a competitor of the Company; provided that for all purposes of this Agreement financial investors shall not be deemed competitors of the Company merely because they have investments in competitive companies or transferee otherwise as a result of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”their investing activity):
(a) as soon as practicable, but in any event within ninety (90) 120 days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ stockholder’s equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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), and audited and certified by independent public accountants of nationally recognized standing selected by the CompanyBoard of Directors (including the Preferred Designees (as defined in the Restated Certificate));
(b) as soon as practicable, but in any event within forty-five (45) 45 days after the end of each of the first three (3) quarters of each fiscal year of the Companyquarter, an unaudited income profit or loss statement, a statement 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) as soon as practicable, but in any event within thirty (30) 30 days of after the end of each month, an unaudited income statement and profit or loss statement, a statement of cash flows for such month, month and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;); and
(d) as soon as practicable, but in any event prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets updated or revised budgets for such fiscal year prepared by the Company; and
(e) as soon as practicable but in any event within thirty (30) days after the end 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 recipient to calculate their respective percentage equity ownership in the Company.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Expensify, Inc.), Investors’ Rights Agreement (Expensify, Inc.)
Delivery of Financial Statements. The Company shall, upon request, Group Companies shall deliver to each Investor (holder of Preferred Shares, the following documents or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):reports:
(ai) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an a consolidated income statement and statement of cash flows for the Company for such fiscal year, year and a consolidated balance sheet of for the Company and statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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, and audited and certified by a reputable firm of independent certified public accountants acceptable to the holders of nationally recognized standing selected by at least ninety percent (90%) of the Companyvoting power of the outstanding Preferred Shares (voting as a single class and on an as converted basis), and a management report including a comparison of the financial results of such fiscal year with the corresponding annual budget, all prepared in English and in accordance with the Accounting Standards consistently applied throughout the period;
(bii) as soon as practicable, but in any event within forty-five (45) days after of the end of each of the first three (3) quarters of each fiscal year of the Companyquarter, an a consolidated unaudited income statement, statement and statement of cash flows for such fiscal quarter and an unaudited a consolidated balance sheet for the Company as of the end of such fiscal quarter, and a management report including a report as to the current headcount of the Company and each of its Subsidiaries and a comparison of the financial results of such quarter with the corresponding quarterly budget, all prepared in English and in accordance with GAAP the Accounting Standards consistently applied throughout the period (except that such financial statements may (i) be subject to normal for the customary year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAPexcept for the absence of notes), and certified by the chief financial officer of the Company;
(ciii) within thirty (30) days of the end of each month, an a consolidated unaudited income statement and statement of cash flows for such month, month and an unaudited a consolidated balance sheet for the Company as of the end of such month, all prepared in English and in accordance with GAAP the Accounting Standards consistently applied throughout the period (except that such financial statements may (i) be subject to normal for the customary year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) except for the absence of notes), and with a comparison to plancertified by the chief financial officer of the Company;
(div) as soon as practicable, but in any event an annual budget and strategic plan within thirty (30) days prior to the end of each fiscal year, a budget and business plan for setting forth: the next fiscal year, prepared on a monthly basis, including projected balance sheets, income statements and statements of cash flows for each month during such months andfiscal year of each Group Company; the projected budget for operation of business; any dividend or distribution to be declared or paid; the projected incurrence, assumption or refinancing of indebtedness; projected revenue and profit for each month during such fiscal year; all payments projected to be made not in the ordinary course of business consistent with past practice by any of the Group Companies; and all other material matters relating to the operation, development and business of the Group Companies;
(v) as soon as preparedpracticable, copies of all documents or other information sent to any other budgets or revised budgets prepared by Shareholder related to any Group Company, which the CompanyCompany reasonably believes to be material to the rights of such holder; and
(evi) as soon as practicable but in practicable, any event within thirty (30) days after the end 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 other information reasonably requested by 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 recipient to calculate their respective percentage equity ownership in the Companysuch holder.
Appears in 2 contracts
Samples: Shareholder Agreements, Shareholder Agreements (LightInTheBox Holding Co., Ltd.)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”)::
(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, Company (i) a balance sheet as of the Company end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, and a statement of cash flows for all such year, such year-end financial reports to be in reasonable detail, 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, and statements audited and certified by independent public accountants of nationally recognized standing selected by the CompanyCompany and accompanied by an opinion of such accounting firm which opinion shall state that such balance sheet and income statement and statement of cash flow have been prepared in accordance with GAAP applied on a basis consistent with that of the preceding fiscal year, and present fairly and accurately the financial position of the Company as of their date, and that the audit by such accountants in connection with such financial statements has been made in accordance with GAAP; provided that, such annual financial statements may be unaudited if approved by the Board of Directors, including the Requisite Preferred Directors (as such term is defined in the Certificate of Incorporation);
(b) as soon as practicable, but in any event within forty-five thirty (4530) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited statements of income statement, statement of and cash flows for such fiscal quarter 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 (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event prior to thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal yearyear (collectively, prepared on a monthly basisthe “Budget”), including balance sheetsapproved by the Board of Directors in accordance with the Certificate of Incorporation, income statements and statements of cash flows for such months and, as soon as promptly after prepared, any other budgets or revised budgets prepared by the Company;
(d) each month, a use of cash report, balance sheet, and updated capitalization table; and
(e) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as soon as practicable but any Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Subsection 3.1 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 acceptable to the Company); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. If, for any event within thirty (30) days after period, the end of each fiscal year Company has any subsidiary whose accounts are consolidated with those of the Company, a statement showing then in respect of such period the number of shares of each class financial statements delivered pursuant to the foregoing sections shall be the consolidated and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end consolidating financial statements of the periodCompany and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and Company may cease providing the exchange ratio or exercise price applicable thereto, and information set forth in this Subsection 3.1 during 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 period starting with the recipient to calculate their respective percentage equity ownership in date sixty (60) days before the Company’s good-faith estimate of the 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 Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (89bio, Inc.), Investors’ Rights Agreement
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):Holder:
(a) as soon as practicable, but in any event within ninety (90) 150 days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ stockholder’s equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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), and audited and certified by an independent public accountants accounting firm of nationally recognized national standing selected by with the Companyapproval of the Board of Directors;
(b) as soon as practicable, but in any event within forty-five (45) 45 days after the end of each of the first three (3) quarters of each fiscal year of the Companyquarter, an unaudited income profit or loss statement, a statement of cash flows as compared to the budget and the comparable period for such fiscal quarter and the prior year, an unaudited balance sheet as of the end of such fiscal quarterquarter and a written summary of operations, all prepared in accordance with GAAP (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 GAAP);
(c) as soon as practicable, but in any event within thirty (30) 45 days of after the end of each monthquarter, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as updated capitalization table of the end of such monthCompany, all prepared in accordance with GAAP (except that such financial statements may (i) be subject sufficient detail as to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required permit the Major Holders to calculate their respective percentage equity ownership in accordance with GAAP) and with a comparison to planthe Company;
(d) as soon as practicable, but in any event 30 days prior to the end of each fiscal year, a an operating budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other operating budgets or revised operating budgets prepared by the Company; and
(e) as soon as practicable but in any event within thirty (30) days after such other information relating to the end of each fiscal year financial condition, business, prospects, or corporate affairs of the CompanyCompany as any Major Holder may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 2.1 to provide information (i) that the Company reasonably determines in good faith to be a statement showing the number of shares of each class and series of capital stock and securities convertible into trade secret or exercisable for shares of capital stock outstanding at the end of the periodconfidential information (unless covered by an enforceable confidentiality agreement, 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 a form acceptable to permit the recipient to calculate their respective percentage equity ownership in the Company); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Affirm Holdings, Inc.), Investors’ Rights Agreement (Affirm Holdings, Inc.)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Major Investor (or transferee other than a Holder reasonably deemed by the Company to be a competitor of an Investor) the Company; provided, that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted the parties agree that a Holder shall not be a competitor for any stock split, dividend, combination this purpose solely because the Holder is a venture capital investment firm or other recapitalization) (a “Major Investor”entity that has made, or its Affiliated Funds have made, investments in one or more companies that compete with the Company):
(a) as soon as practicable, but in any event within ninety (90) 120 days after the end of each fiscal year of the Company, an income a statement of operations for such fiscal year, a balance sheet of the Company and statement of stockholders’ stockholder’s equity as of the end of such year, and a statement of cash flows for such yearyear (collectively, the “Year-End Financial Statements”), such year-end financial reports statements to be audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company and in reasonable detail, detail and prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied and setting a capitalization table, which sets forth in each case in comparative form the figures for Company’s fully-diluted capitalization as of the previous end of such fiscal year, all in reasonable detail, and audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) as soon as practicable, but in any event within forty-five (45) 45 days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited income statementstatement of operations, a statement of cash flows for such fiscal quarter and quarter, an unaudited balance sheet as of the end of such fiscal quarter and a capitalization table, which sets forth the Company’s fully-diluted capitalization as of the end of such fiscal quarter, all prepared in accordance with GAAP (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 GAAP);
(c) within thirty (30) 30 days of the end of each month, an unaudited income a statement and of operations, a statement of cash flows for such month, and an unaudited a balance sheet for and as of the end of such month, all prepared unaudited and in accordance with GAAP (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 GAAP) and with a comparison to planreasonable detail;
(d) as soon as practicable, but in any event not less than 30 days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and
(e) as soon as practicable with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, starting with the first report delivered after the second full fiscal quarter following the Company’s employment of a principal financial officer, but in any no event within thirty (30) days after earlier than the end Company’s completion of each its first financial audit of a fiscal year year, an instrument executed by the principal financial officer or President of the Company, a statement showing Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the number exception of shares of each class footnotes and series of capital stock certain other disclosures and securities convertible into or exercisable for shares of capital stock outstanding at classifications that may be required by GAAP) and fairly present in all material respects the end financial condition of the periodCompany and its results of operation for the period specified, 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 subject to permit the recipient to calculate their respective percentage equity ownership in the Companyyear-end adjustment.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Redfin CORP), Investors’ Rights Agreement (Redfin CORP)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Major Investor and, upon request in the case of paragraph (or transferee of a), (b) and (c) below, to each Investor that is an Investor) that holds at least 4,000,000 institutional investor holding shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):Series E Preferred:
(a) as soon as practicable, but in any event within ninety (90) 90 days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ stockholder’s equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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(except as noted therein), and such year-end financial reports will be audited and certified by an independent public accountants accounting firm of nationally recognized standing selected by the Company;
(b) 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, an unaudited income profit or loss statement, a statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter, all quarter prepared in accordance with GAAP consistently applied (except as noted therein) with the exception that no notes need be attached to such financial statements may (i) be subject to normal and year-end audit adjustments and (ii) may not contain all notes thereto that may be required in accordance with GAAP)have been made;
(c) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and
(e) as soon as practicable but in any event within thirty (30) days after the end of each fiscal year of the Companymonth, an unaudited profit or loss statement, a statement showing of cash flows for such month and an unaudited balance sheet as of the number end of shares of each class such month; and
(d) a business plan containing an annual budget for the next fiscal year, as well as a report comparing the previous fiscal year’s annual budget to the financial reports referred to herein, promptly after management has presented such budget and series of capital stock report to the Board; provided that if management has not presented such budget and securities convertible into or exercisable for shares of capital stock outstanding at report to the Board within thirty (30) days following the end of the periodprevious fiscal year, the Common Stock issuable upon conversion or exercise Company shall deliver to each Major Investor the then-current drafts of any outstanding securities convertible or exercisable for Common Stock such budget 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 recipient to calculate their respective percentage equity ownership in the Companyreport.
Appears in 2 contracts
Samples: Investor Rights Agreement (Xactly Corp), Investor Rights Agreement (Xactly Corp)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee Holder of an Investor) that holds at least 4,000,000 100,000 shares of Registrable Securities (appropriately as adjusted for any stock splitsplits, dividendstock dividends, combination or other recapitalizationrecapitalizations and the like) (a “Major Investor”each, an "Eligible Holder"):
(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ shareholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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"), and audited and certified by an independent public accountants accounting firm of nationally recognized standing selected by the Company;
(b) 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, an unaudited income statement, statement 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) within thirty (30) days of the end of each month, an unaudited income statement and a statement of cash flows for such month, and an unaudited balance sheet for and as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to planreasonable detail;
(dc) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and
(ed) as soon as practicable but with respect to the financial statements called for in any event within thirty subsection (30b) days after of this Section 2.1, an instrument executed by the end of each fiscal year Chief Financial Officer or President of the Company, a statement showing Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the number exception of shares of each class footnotes that may be required by GAAP) and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at fairly present the end financial condition of the periodCompany and its results of operation for the period specified, subject to year-end audit adjustment, provided that the Common Stock issuable upon conversion or exercise foregoing shall not restrict the right 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 issuanceCompany to change its accounting principles consistent with GAAP, if any, all in sufficient detail as to permit the recipient to calculate their respective percentage equity ownership Board of Directors determines that it is in the Companybest interest of the Company to do so.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Pets Com Inc), Investors' Rights Agreement (Pets Com Inc)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) Holder who so requests, provided that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (the Board has not reasonably determined that such Holder is a “Major Investor”):Competitor:
(a) as soon as practicable, but in any event within ninety (90) days [***] after the end of each fiscal year of the Company, an income statement for such fiscal year, Company (i) a balance sheet as of the Company end of such year, (ii) statements of income and of cash flows for such year and (iii) a statement of stockholders’ equity as of the end of such year, and a statement of cash flows for all such year, such year-end financial reports to be in reasonable detail, 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, and statements audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) as soon as practicable, but in any event within forty-five (45) days [***] after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, an unaudited statements of income statement, statement of and cash flows for such fiscal quarter and quarter, an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared and an up-to-date capitalization table in accordance with GAAP (except that such financial statements may (i) be subject sufficient detail so as to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required permit the Holders to calculate their respective percentage of equity ownership in accordance with GAAP)the Company;
(c) within thirty (30) days such other information relating to the financial condition, annual budget, business, prospects, or corporate affairs of the end of each monthCompany as any Holder may from time to time reasonably request; provided, an unaudited income statement and statement of cash flows for such monthhowever, and an unaudited balance sheet as of that the end of such month, all prepared in accordance with GAAP (except that such financial statements may Company shall not be obligated under this Subsection 4.1 to provide information (i) that the Company reasonably determines in good faith to be subject a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to normal year-end audit adjustments and the Company); or (ii) not contain all notes thereto that may be required in accordance with GAAP) the disclosure of which would adversely affect the attorney-client privilege between the Company and with a comparison to plan;its counsel; and ACTIVE/119579555.22
(d) as soon as practicable, but in any event prior to [***] before the end of each fiscal year, a budget and business plan for the next fiscal yearyear (such budget and business plan that is approved by the Board is collectively referred to herein as the “Budget”), approved by the Board and prepared on a monthly [***] basis, including balance sheets, income statements statements, and statements of cash flows flow for such months [***] and, as soon as promptly after prepared, any other budgets or revised budgets prepared by the Company; and
(e) as soon as practicable but in . If, for any event within thirty (30) days after period, the end of each fiscal year Company has any subsidiary whose accounts are consolidated with those of the Company, a statement showing the number then in respect 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 such period, the Common Stock issuable upon conversion or exercise financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of any outstanding securities convertible or exercisable for Common Stock the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 4.1 to the exchange ratio or exercise price applicable theretocontrary, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all Company may cease providing the information set forth in sufficient detail as to permit this Subsection 4.1 during the recipient to calculate their respective percentage equity ownership in period starting with the date [***] before the Company’s good-faith estimate of the 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 Subsection 4.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (PureTech Health PLC), Investors’ Rights Agreement (PureTech Health PLC)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 500,000 shares of Registrable Securities (appropriately as adjusted for any subsequent stock splitsplits, dividendstock dividends, combination combinations and other recapitalizations) of Preferred Stock (or other recapitalizationCommon Stock issued upon conversion thereof) (a “Major Investor”):of the Company:
(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ stockholder's equity as of the end of such fiscal year, and a statement of cash flows for such fiscal year, such year-end financial reports to be in reasonable detail, 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"), and audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) 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, an unaudited income statementstatement for such quarter, statement 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) 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 a balance sheet for and as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to planreasonable detail;
(d) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, sheets and income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and;
(e) as soon as practicable but with respect to the financial statements called for in any event within thirty subsections (30b) days after and (c) of this Section 2.1, an instrument executed by the end of each fiscal year Chief Financial Officer or President of the Company, a statement showing Company and certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the number exception of shares of each class footnotes that may be required by GAAP) and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at fairly present the end financial condition of the periodCompany and its results of operation for the period specified, subject to year-end audit adjustment;
(f) such other information relating to the Common Stock issuable upon conversion financial condition, business, prospects or exercise corporate affairs of the Company as the Investor or any outstanding securities convertible assignee of the Investor may from time to time request, provided, however, that the Company shall not be obligated under this subsection (f) or exercisable for Common Stock and the exchange ratio any other subsection of Section 2.1 to provide information that it deems in good faith to be a trade secret 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 recipient to calculate their respective percentage equity ownership in the Companysimilar confidential information.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Webridge Inc), Investors' Rights Agreement (Webridge Inc)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to -------------------------------- each Investor (or transferee Holder of an Investor) that holds at least 4,000,000 two hundred fifty thousand (250,000) shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (than a “Major Investor”Holder reasonably deemed by the Company to be a competitor of the Company):
(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ stockholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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"), and audited ---- and certified by an independent public accountants accounting firm of nationally recognized standing selected by the Company;
(b) as soon as practicable, but in any event within forty-five thirty (4530) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited income statement, a statement 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) within thirty (30) days of the end of each month, an unaudited income statement and a statement of cash flows for such month, and an unaudited balance sheet for and as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to planreasonable detail;
(d) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan as approved by the board of directors for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and;
(e) as soon as practicable but in any event within thirty (30) days after the end of each fiscal year Closing of the Companytransactions contemplated in the Purchase Agreement and related Agreements, a statement showing written plan setting forth 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 Company's proposed use of the periodproceeds to be obtained from its sale of the Series C Preferred Stock; and
(f) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Common Stock issuable upon conversion Chief Financial Officer or exercise President of any outstanding securities convertible or exercisable the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for Common Stock earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present the exchange ratio or exercise price applicable theretofinancial condition of the Company and its results of operation for the period specified, and subject to year-end audit adjustment, provided that the number foregoing shall not restrict the right of shares of issued stock options and stock options not yet issued but reserved for issuancethe Company to change its accounting principles consistent with GAAP, if any, all in sufficient detail as to permit the recipient to calculate their respective percentage equity ownership Board of Directors determines that it is in the Companybest interests of the Company to do so.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Onvia Com Inc), Investors' Rights Agreement (Onvia Com Inc)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor Holder of at least 40,000 shares (as adjusted for subsequent stock splits, stock dividends, combinations, recapitalizations and the like) of Preferred Stock (or transferee Common Stock issued on conversion thereof) of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):the Company:
(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ stockholder’s equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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), and audited and certified by an independent public accountants accounting firm of nationally recognized standing selected by the Company;
(b) as soon as practicable, but in any event within forty-five thirty (4530) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited income profit or loss statement, a statement 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and
(ed) as soon as practicable but with respect to the financial statements called for in any event within thirty subsection (30b) days after of this Section 2.1, an instrument executed by the end of each fiscal year Chief Financial Officer or President of the Company, a statement showing Company certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the number exception of shares of each class footnotes that may be required by GAAP) and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at fairly present the end financial condition of the periodCompany and its results of operation for the period specified, subject to normal year-end audit adjustment, provided that the Common Stock issuable upon conversion or exercise foregoing shall not restrict the right 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 issuanceCompany to change its accounting principles consistent with GAAP, if any, all in sufficient detail as to permit the recipient to calculate their respective percentage equity ownership Board of Directors determines that it is in the Companybest interest of the Company to do so.
Appears in 2 contracts
Samples: Investors' Rights Agreement, Investors’ Rights Agreement (Calix Networks Inc)
Delivery of Financial Statements. The Company shall, upon request, deliver to each Investor (or transferee of an Investor) that that, together with its Affiliates, holds at least 4,000,000 1,250,000 shares of Preferred Stock and/or Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):
(a) as soon as practicable, but in any event within ninety one hundred twenty (90120) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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), and audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) 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, an unaudited income statement, statement 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, all prepared in accordance with GAAP (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 GAAP);
(c) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, approved by the Board of Directors (including at least one of the Preferred Directors) and prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and
(ed) such other information relating to the financial condition, business or corporate affairs of the Company as soon as practicable but the Major Investor may from time to time request, provided, however, that the Company shall not be obligated under this subsection (d) or any other subsection of Section 2.1 to provide information that (i) it deems in good faith to be a trade secret or similar confidential information or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. If, for any event within period, 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 and all such consolidated subsidiaries. Notwithstanding anything else in this Section 2.1 to the contrary, the Company may cease providing the information set forth in this Section 2.1 during the period starting with the date thirty (30) days after before the end of each fiscal year Company’s good-faith estimate of the Company, date of filing of a registration statement showing if it reasonably concludes it must do so to comply with the number of shares of each class SEC rules applicable to such registration statement 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 recipient to calculate their respective percentage equity ownership in related offering; provided that the Company’s covenants under this Section 2.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Guardant Health, Inc.), Investors’ Rights Agreement (Guardant Health, Inc.)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Major Investor the required items listed below, except that the Company shall deliver to all Investors the items required by Sections 3.1(b) and (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”c):
(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an unaudited statements of income statement and of cash flows for such fiscal year, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal year, all prepared in accordance with GAAP (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 GAAP);
(b) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company, (i) a balance sheet as of the Company end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, and a statement of cash flows for all such year, such year-end financial reports to be in reasonable detail, 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, and statements audited and certified by independent public accountants of nationally or regionally recognized standing selected by the CompanyCompany and approved by the Board of Directors;
(bc) as soon as practicable, 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, an unaudited statements of income statement, statement and of cash flows for such fiscal quarter quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (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 GAAP);
(cd) as soon as practicable, but in any event within thirty (30) days of after 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 GAAP (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 GAAP) and with a comparison to plan);
(de) as soon as practicable, but in any event prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and
within forty-five (e) as soon as practicable but in any event within thirty (3045) 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 recipient each Major Investor 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.
(f) as soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and
(g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. If, for any period, 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 and all such consolidated subsidiaries. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the 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 be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Fulcrum Therapeutics, Inc.), Investors’ Rights Agreement (Fulcrum Therapeutics, Inc.)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”)::
(a) as soon as practicable, but in any event within ninety (90) 120 days after the end of each fiscal year of the Company, an income statement for such fiscal year, Company (i) a balance sheet as of the Company end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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, and audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) as soon as practicable, but in any event within forty-five (45) 45 days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited statements of income statement, statement of and cash flows for such fiscal quarter 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 (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event prior to 30 days before the end of each fiscal year, a budget and business plan for the next fiscal yearyear (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flows flow for such months and, as soon as promptly after prepared, any other budgets or revised budgets prepared by the Company; and
(ed) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as soon as practicable but any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 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 which would adversely affect the attorney-client privilege between the Company and its counsel. If, for any event within thirty (30) days after period, the end of each fiscal year Company has any subsidiary whose accounts are consolidated with those of the Company, a statement showing then in respect of such period the number of shares of each class financial statements delivered pursuant to the foregoing sections shall be the consolidated and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end consolidating financial statements of the periodCompany and all such consolidated subsidiaries. Notwithstanding anything else in this Section 3.1 to the contrary, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and Company may cease providing the exchange ratio or exercise price applicable thereto, and information set forth in this Section 3.1 during 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 period starting with the recipient to calculate their respective percentage equity ownership in date 60 days before the Company’s good-faith estimate of the 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 be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 2 contracts
Samples: Investor Rights Agreement (Gryphon Online Safety, Inc.), Investor Rights Agreement (Gryphon Online Safety, Inc.)
Delivery of Financial Statements. The Company shall, upon request, deliver to each For so long as the Investor (or transferee of an Investor) that its assignees holds at least 4,000,000 fifty percent (50%) of the shares of Registrable Securities (appropriately adjusted for Common Stock purchased pursuant to the Stock Purchase Agreement, the Company shall deliver to the Investor and each Holder who owns any stock split, dividend, combination or other recapitalization) (a “Major Investor”):security of the Company:
(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ stockholder’s equity as of the end of such year, and a statement schedule as to the sources and applications of cash flows funds for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail), and audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) as soon as practicable, but in any event within thirty (30) days following the end of each fiscal month, an unaudited profit or loss statement, schedule as to the sources and application of funds for such fiscal month and an unaudited balance sheet, a statement of stockholder’s equity as of the end of such fiscal month and comparisons to budget and prior year, in reasonable detail;
(c) 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, an unaudited income profit or loss statement, statement schedule as to the sources and application of cash flows funds for such fiscal quarter and an unaudited balance sheet sheet, a statement of stockholder’s equity as of the end of such fiscal quarterquarter and comparisons to budget and prior year, all prepared in accordance with GAAP (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 GAAP);
(c) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to planreasonable detail;
(d) as soon as practicable, but in any event forty-five (45) days prior to the end of each fiscal year, projected financial statements for the next fiscal year and a budget and business plan as approved by the Board of Directors for the next fiscal year, prepared on a monthly basis, including balance sheets, income sheets and sources and applications of funds statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company;
(e) with respect to the financial statements called for in subsections (b) and (c) of this Section 3.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the period specified, subject to year-end audit adjustment;
(f) as soon as practicable, copies of all reports filed with the SEC;
(g) as soon as practicable, copies of all correspondence to and from the NASD, Philadelphia Stock Exchange, Toronto Stock Exchange and the Nasdaq Stock Market;
(h) prompt notice of any defaults; and
(ei) as soon as practicable but in any event within thirty (30) days after such other information relating to the end of each fiscal year financial condition, business, prospects or corporate affairs of the Company, a statement showing Company as the number of shares of each class and series of capital stock and securities convertible into Investor or exercisable for shares of capital stock outstanding at the end any assignee of the periodInvestor may from time to time reasonably request. In addition, upon reasonable advance written notice, 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 Company shall permit the recipient Investor or its authorized agents to calculate their respective percentage equity ownership in inspect the Company’s books and records and visit and inspect any of the properties of the Company during normal business hours.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Optimark Holdings Inc), Investors' Rights Agreement (Optimark Holdings Inc)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investora) that Holder (other than a Founder) who (together with any Affiliates) then holds at least 4,000,000 1,500,000 shares of Registrable Securities (appropriately adjusted subject to appropriate adjustment for any future stock splitsplits, dividendstock dividends, combination or other recapitalizationcombinations, recapitalizations, and similar events) (each, a “Major Significant Investor”):
(a) as soon as practicable, but in any event within ninety (90) 120 days after the end of each fiscal year of the CompanyCompany beginning with the fiscal year ending March 31, 2007, an income statement for such fiscal year, a balance sheet of the Company and statement statements of stockholders’ shareholder’s equity and cash flows, for and as of the end of such year, including a comparison to the budget and prior year performance, and a statement schedule as to the sources and applications of cash flows funds for such year, such year-end financial reports to be in reasonable detail, 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), and audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) as soon as practicable, but in any event within forty-five (45) 45 days after the end of each of fiscal quarter beginning with the first three (3) quarters of each fiscal year of the Companyquarter ending June 30, 2007, an unaudited income statement, statement an unaudited statements of shareholder’s equity and cash flows for such fiscal quarter flows, and an unaudited balance sheet for and as of the end of such fiscal quarter, all including a comparison to the budget and prior year performance for the same periods and for the year to date period, prepared in accordance with GAAP (except generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such financial statements may (i) be subject to normal and year-end audit adjustments may not have been made, and (ii) not contain all notes attaching thereto that may be required in accordance with GAAP);a certificate of the Chief Financial Officer of the Company as to the foregoing.
(c) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared including balance sheets and sources and applications of funds statements, revenue projections, profit and loss projections, cash flow projections, and capital expenditures, all on a monthly quarterly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and
(e) as soon as practicable but in . In addition, the Company will allow each Significant Investor to visit and inspect any event within thirty (30) days after the end 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 properties of the periodCompany and its subsidiaries (upon reasonable advance notice) and will deliver or provide to each Significant Investor, with reasonable promptness, any information and data, including access to books, records, officers and accountants, with respect to the Common Stock issuable upon conversion Company and its subsidiaries as such Significant Investors may from time to time reasonably request; provided, however, that the Company shall not be obligated to provide any information that it considers in good faith to be a trade secret or exercise of any outstanding securities convertible to contain confidential 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 recipient to calculate their respective percentage equity ownership in classified information unless such Significant Investor enters into a confidentiality agreement with the Company.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (RealD Inc.), Investors’ Rights Agreement (RealD Inc.)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”)::
(a) as soon as practicable, but in any event within ninety one hundred eighty (90180) days after the end of each fiscal year of the Company, an income statement audited consolidated financial statements of the Company for such the preceding fiscal year, a including balance sheet of the Company and statement of stockholders’ stockholder’s equity as of the end of such year, and a statement of cash flows of the Company and its subsidiaries for such year, such year-end financial reports to be in reasonable detail, 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, and audited and certified by independent public accountants of nationally recognized standing selected by the Company;); and
(b) as soon as practicable, but in any event within forty-five (45) days after the end of each quarter, unaudited consolidated financial statements of the first three (3) quarters of each fiscal year of Company for the Companypreceding quarter, an unaudited including a consolidated income statement, a statement of cash flows for such fiscal quarter flows, and an unaudited a balance sheet as of the end of such fiscal quarter, all prepared in accordance with GAAP (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 GAAP)reasonable detail;
(c) as soon as practicable, but in any event within thirty (30) days of after the end of each calendar month, an unaudited consolidated financial statements of the Company for the preceding calendar month, including a consolidated income statement and statement, a statement of cash flows for such monthflows, and an unaudited a balance sheet as of the end of such calendar month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to planreasonable detail;
(d) as soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company;
(e) with respect to the financial statements called for in Sections 2.1(b) and 2.1(c), an instrument executed by the Chief Financial Officer or President of the Company certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes and year-end adjustments that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the period specified, subject to year-end audit adjustment; and
(ef) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as soon as practicable such Investor or any assignee of such Investor may from time to time reasonably request, or promptly after transmission or occurrence (but in any event within thirty (30) days after 10 days), other reports, including any non-routine communications with stockholders or the end of each fiscal year of financial community, the Company’s accountants and business consultants, a statement showing governmental agencies and authorities, any reports filed by the number of shares of each class Company or its officers, directors and series of capital stock representatives with any securities exchange or the SEC, to the extent not publicly available, 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 notice of any outstanding securities convertible event which would have a significant effect on the Company’s business prospects or exercisable for Common Stock and financial condition or on the exchange ratio Investors’ investments, provided, however, that the Company shall not be obligated under this Section 2.1 to provide information that it deems in good faith to be a trade secret or exercise price applicable theretosimilar confidential information, and provided further that the number Company may require the Investor to execute a confidentiality and nondisclosure agreement prior to disclosure 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 recipient to calculate their respective percentage equity ownership in the Companyany such information.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (CG Oncology, Inc.), Investors’ Rights Agreement (CG Oncology, Inc.)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Major Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”as defined in Section 3.3):
(a) as soon as practicable, but in any event within ninety one hundred twenty (90120) days after the end of each fiscal year of the CompanyCompany (or such other time that the Board unanimously approves), an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ stockholder’s equity as of the end of such fiscal year, and a statement of cash flows for such fiscal year, such year-end financial reports to be in reasonable detail, detail and 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), and audited and certified by an independent public accountants accounting firm selected with the approval of nationally recognized standing selected by the CompanyBoard;
(b) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (or such other time that the Board unanimously approves), a comparison of the Company’s audited financial statements and results of operations against the Company’s annual budget from such fiscal year, setting forth in reasonable detail the variances between the actual results of operations and budgeted or forecasted results;
(c) as soon as practicable, but in any event within forty five (45) days after the end of each quarter of each fiscal year of the Company, an unaudited income statement, an unaudited statement of cash flows for such fiscal quarter and an unaudited balance sheet for such quarter, such quarterly financial reports to be in reasonable detail;
(d) as soon as practicable after the end of each calendar month, and in any event within thirty (30) days thereafter, an unaudited income statement, an unaudited statement of cash flows for such month, and an unaudited balance sheet for such month, such monthly financial reports to be in reasonable detail;
(e) as soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal year, a budget for the next fiscal year, including balance sheets, income statements and statements of cash flows, such budget to be in reasonable detail and prepared on a monthly basis; and
(f) 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, an unaudited income statement, statement 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and
(e) as soon as practicable but in any event within thirty (30) days after the end 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 periodsuch quarter, 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 recipient Major Investors to calculate their respective percentage equity ownership in the Company. If, for any period, 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 and all such consolidated subsidiaries.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (IDEAYA Biosciences, Inc.), Investors’ Rights Agreement (Ideaya Biosciences, Inc.)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor Series A Investor, Series B Investor, Series C Investor, Series D Investor, Intel, Series G Investor, Note Warrant Investor, Itochu and BG (or transferee each, for the purposes of this Section 2.1, an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”"INVESTOR"):
(a) as soon as practicable, but in any event within ninety (90) 90 days after the end of each fiscal year of the Company, an income statement and statement of cash flows for such fiscal year, a balance sheet of the Company Company, and a statement of stockholders’ stockholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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"), and audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) as soon as practicable, but in any event within forty-five (45) 45 days after the end of each of the first three (3) 3 quarters of each fiscal year of the Company, an unaudited income profit or loss statement, statement 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);.
(c) only to Investors who hold more than 350,000 shares of Registrable Securities, within thirty (30) 30 days of the end of each month, an unaudited income statement and statement, a statement of cash flows for such month, and an unaudited balance sheet for and as of the end of such month, all prepared internally, in accordance with GAAP (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 GAAP) and with a comparison to planreasonable detail;
(d) only to Investors who hold more than 350,000 shares of Registrable Securities, as soon as practicable, but in any event prior to 90 days after the end of each fiscal year, a budget and business plan for the next then current fiscal year, prepared on a monthly basis, including balance sheets, income statements sheets and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Companymonths; and
(e) as soon as practicable but with respect to the financial statements called for in any event within thirty subsections (30b) days after and (c) of this Section 2.1, an instrument executed by the end of each fiscal year Chief Financial Officer or President of the CompanyCompany certifying that such financials fairly present the financial condition of the Company and its results of operation for the period specified, a statement showing subject to year-end audit adjustment. For the purposes of determining the number of shares of each class and series of capital stock and securities convertible into or exercisable for Registrable Securities held by any Note Warrant Investor, the shares of capital stock outstanding at Registrable Securities held by such Note Warrant Investor shall be aggregated with the end shares of Registrable Securities held by affiliates of the period, Note Warrant Investor or any entities for which the Common Stock issuable upon conversion Note Warrant Investor or exercise of any outstanding securities convertible its affiliates serve as general partner and/or investment adviser 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 anyin a similar capacity, all in sufficient detail as to permit mutual funds or other pooled investment vehicles or entities under the recipient to calculate their respective percentage equity ownership in common control or management of such Note Warrant Investor, or the Companygeneral partner or investment adviser thereof, or any affiliate of the foregoing.
Appears in 2 contracts
Samples: Investor Rights Agreement (Hybrid Networks Inc), Convertible Subordinated Promissory Note Purchase Agreement (Hybrid Networks Inc)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds holding at least 4,000,000 15,000,000 (appropriately adjusted for any Recapitalizations) shares of Registrable Securities (appropriately adjusted for any stock spliteach, dividend, combination or other recapitalization) (a “Major Investor”):
(a) as soon as practicable, but in any event within ninety one hundred twenty (90120) days after the end of each fiscal year of the CompanyCompany ended December 31, 2010 or later, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ stockholder’s equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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, and audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) 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, an unaudited income statement, statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarterquarter and for the current fiscal year to date, all in reasonable detail and stating in comparative form (i) the figures as of the end of and for the comparable periods of the preceding fiscal year and (ii) the figures reflected in the operating budget for such period as specified in the operating plan of the Company delivered pursuant to subparagraph (c), prepared in accordance with GAAP (except GAAP, with the exception that no notes need be attached to such financial statements may (i) be subject to normal and year-end audit adjustments and (ii) may not contain all notes thereto that may be required in accordance with GAAP)have been made;
(c) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event within sixty (60) days prior to the end of each fiscal year, a comprehensive operating budget and business plan for the next fiscal year, prepared on a monthly basisbasis forecasting revenues, including balance sheets, income statements expenses and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; andposition;
(ed) as soon as practicable but in any event within thirty (30) days after the end of the first, three 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 recipient to calculate their respective percentage equity ownership in the Company; and
(e) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as such Investor or any assignee of such Investor may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 2.1 to provide information that it deems in good faith to be a trade secret or similar confidential information.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Ardelyx, Inc.), Investors’ Rights Agreement (Ardelyx, Inc.)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):, provided that such Major Investor is not a Competitor:
(a) as soon as practicable, but in any event within ninety one hundred and twenty (90120) days after the end of each fiscal year of the Company, an income statement for such fiscal year, Company (i) a balance sheet of the Company and statement of stockholders’ equity as of the end of such year, (ii) statements of income and a statement of cash flows for such year, year and (iii) a statement of stockholders’ equity for as of the end of such year-end financial reports to be in reasonable detail, 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, and such financial statements audited and certified by independent public accountants of nationally regionally recognized standing selected by the Company;
(b) as soon as practicable, but in any event within fortythirty-five (4535) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited statements of income statement, statement of and cash flows for such fiscal quarter quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-year- end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and
within thirty-five (e) as soon as practicable but in any event within thirty (3035) 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 recipient Major Investors to calculate their respective percentage equity ownership in the Company;
(d) as soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such quarters and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and
(e) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Subsection 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret; or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. If, for any period, 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 and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 to the contrary, 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 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 Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Praxis Precision Medicines, Inc.), Investors’ Rights Agreement (Praxis Precision Medicines, Inc.)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Major Investor (or transferee other than a Major Investor reasonably deemed by the Company to be a competitor of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”the Company):
(a) as soon as practicable, but in any event within ninety (90) 120 days after the end of each fiscal year of the Company (or such longer period of time as may be required by the Company’s independent public accountants), an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ stockholder’s equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with U.S. 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), and audited and certified by an independent public accountants accounting firm of nationally recognized standing selected by the Company;
(b) as soon as practicable, but in any event within forty-five (45) 45 days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited income profit or loss statement, a statement 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) within thirty (30) 30 days of the end of each month, an unaudited income statement and a statement of cash flows for such month, and an unaudited balance sheet for and as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to planreasonable detail;
(d) as soon as practicable, but in any event prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets updated or revised budgets for such fiscal year prepared by the Company; and
(e) as soon as practicable but with respect to the financial statements called for in any event within thirty subsections (30b) days after and (c) of this Section 3.1, an instrument executed by the end of each fiscal year Chief Financial Officer or President of the Company, a statement showing the number of shares of each class Company and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end certifying on behalf of the periodCompany that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the period specified, subject to year-end audit adjustment, provided that the Common Stock issuable upon conversion or exercise foregoing shall not restrict the right 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 issuanceCompany to change its accounting principles consistent with GAAP, if any, all in sufficient detail as to permit the recipient to calculate their respective percentage equity ownership Board of Directors or a committee thereof determines that it is in the Companybest interest of the Company to do so.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Artes Medical Inc), Investors’ Rights Agreement (Artes Medical Inc)
Delivery of Financial Statements. (a) The Company shall, upon request, deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”assuming full conversion and exercise of all convertible and exercisable securities then outstanding):
(ai) as soon as practicable, but in any event within ninety one hundred eighty (90180) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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), and audited and certified by independent public accountants of nationally recognized standing selected by the Company;. The annual financial statements shall be accompanied by a current capitalization table for the Company; and
(bii) 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, an unaudited income statement, statement of cash flows for such fiscal quarter and for the current fiscal year to date and an unaudited balance sheet as of the end of such fiscal quarter, all prepared in accordance with GAAP (except GAAP, with the exception that no notes need be attached to such financial statements may (i) be subject to normal and year-end audit adjustments and (ii) may not contain all notes thereto that may have been made. The quarterly financial statements shall be required in accordance with GAAP);accompanied by a current capitalization table for the Company.
(cb) The Company shall, upon request, deliver to each Investor (or transferee of an Investor) that holds at least 750,000 shares of Registrable Securities (assuming full conversion and exercise of all convertible and exercisable securities then outstanding, subject to appropriate adjustment for stock splits, stock dividends, combinations or the like) (a “Major Investor”):
(i) as soon as practicable after the end of each month, and in any event within thirty (30) days of the end of each monththereafter, a balance sheet in reasonable detail and an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such monthmonth and for the current fiscal year to date, all prepared in accordance with GAAP (except GAAP, with the exception that no notes need be attached to such financial statements may (i) be subject to normal and year-end audit adjustments and may not have been made; and
(ii) not contain all notes thereto that may be required in accordance with GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and.
(ec) as soon as practicable but in any event within thirty Notwithstanding the foregoing, each X. Xxxx Price Investor, ICONIQ Strategic Partners II, L.P. and ICONIQ Strategic Partners II-B, L.P. (30collectively, and together with its affiliates and affiliated funds and investment vehicles “ICONIQ”), and PI International Holdings LLC (“PI International”) days after the end shall be a “Major Investor” for all purposes of each fiscal year this Agreement, regardless of the Company, a statement showing the number of shares of each class stock held by such Investor.
(d) The Company shall promptly and series of capital stock accurately respond, and securities convertible into or exercisable shall use its best efforts to cause its transfer agent to promptly respond, to requests for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise information made on behalf of any Major Investor relating to (a) accounting or securities law matters required in connection with its audit or (b) the actual holdings of such Major Investor, including in relation to the total outstanding securities convertible shares; provided however, that the Company shall not be obligated to provide any such information that could reasonably result in a violation of applicable law or exercisable for Common Stock and conflict with the exchange ratio Company’s xxxxxxx xxxxxxx policy or exercise price applicable thereto, and the number a confidentiality obligation 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 recipient to calculate their respective percentage equity ownership in the Company.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Coupa Software Inc), Investors’ Rights Agreement (Coupa Software Inc)
Delivery of Financial Statements. The For so long as an Investor continues to hold any Common Stock, the Company shall, upon request, shall deliver to each such Investor, provided that the Board of Directors has not reasonably determined that such Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (is a “Major Investor”):Competitor:
(a) as soon as practicable, but in any event within ninety one hundred twenty (90120) days after the end of each fiscal year of the CompanyCompany (i) a balance sheet as of the end of such year, an (ii) statements of income statement and of cash flows for such year, and a comparison between (x) the actual amounts for such fiscal year and (y) the comparable amounts for the prior year, and (iii) a balance sheet of the Company and statement of stockholdersshareholders’ equity as of the end of such year, and a statement of cash flows for all such year, such year-end financial reports to be in reasonable detail, 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, and statements audited and certified by independent public accountants of nationally recognized standing selected by the CompanyCompany and prepared in accordance with GAAP;
(b) 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, an unaudited statements of income statement, statement of and cash flows for such fiscal quarter quarter, and an unaudited balance sheet and a statement of shareholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) 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 shareholders’ equity as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan);
(d) as soon as practicable, but in any event prior to thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal yearyear (the “Budget”), prepared approved by the Board of Directors and forecasting the Company’s revenues, expenses and cash position on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and;
(e) as soon as practicable practicable, but in any event within thirty forty-five (3045) 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 of the Company and securities convertible into or exercisable for shares of capital stock of the Company 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, period 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 recipient Investors to calculate their respective percentage equity ownership in the Company; and
(f) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Subsection 3.1 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 acceptable to the Company); (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company (or the Bank) and its counsel; or (iii) that would involve the unauthorized disclosure of confidential supervisory information. If, for any period, 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 and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 to the contrary, 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 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 Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 2 contracts
Samples: Registration and Other Rights Agreement (Live Oak Bancshares, Inc.), Registration and Other Rights Agreement (Live Oak Bancshares, Inc.)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Major Investor (or transferee the required items listed below, provided that the Board of an Investor) Directors has not reasonably determined that holds at least 4,000,000 shares such Major Investor is a Competitor of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):the Company:
(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an unaudited statements of income statement and of cash flows for such fiscal year, a and an unaudited balance sheet of the Company and a statement of stockholders’ equity as of the end of such fiscal year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, all prepared in accordance with generally accepted accounting principles GAAP (“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 GAAP”) consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, and audited and certified by independent public accountants of nationally recognized standing selected by the Company);
(b) as soon as practicable, but in any event within one hundred eighty (180) days after the end of each fiscal year of the Company beginning with the fiscal year ending December 31, 2023, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such fiscal year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined below) for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and (iii) a capitalization table as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally or regionally recognized standing selected by the Company;
(c) as soon as practicable but in any event within forty-five (45) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, an unaudited statements of income statement, statement and of cash flows for such fiscal quarter quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (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 GAAP);
(c) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and
within forty-five (e) as soon as practicable but in any event within thirty (3045) days after the end of each quarter 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 recipient each Major Investor 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;
(e) as soon as practicable, but in any event within thirty (30) days following the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors, including the approval of a majority of the Preferred Directors and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and
(f) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Subsection 3.1 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 acceptable to the Company); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. All financial statements and other information to be delivered to the Major Investors pursuant to this Subsection 3.1 shall be furnished in a form and manner reasonably acceptable to such Major Investor (including to any particular email address or site specified by a Major Investor). If, for any period, 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 and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the 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 Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Septerna, Inc.), Investors’ Rights Agreement (Septerna, Inc.)
Delivery of Financial Statements. The Upon the request by a Major Investor (as hereinafter defined), the Company shall, upon request, shall deliver to each Major Investor (or transferee other than a Major Investor reasonably deemed by the Company to be a competitor of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”the Company):
(a) as soon as practicable, but in any event within ninety (90) 90 days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied and setting forth in each case in comparative form ), and, unless otherwise required by the figures for the previous fiscal yearBoard, all in reasonable detail, and audited and certified by an independent public accountants accounting firm of nationally recognized standing selected by the Company; provided, however, that in the event unaudited financial statements are delivered pursuant to this Section 2.1(a) and audited financials subsequently become available, then the Company shall promptly provide such audited financial statements to the Major Investors;
(b) as soon as practicable, but in any event within forty-five (45) 30 days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited income profit or loss statement, a statement 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) within thirty (30) 30 days of the end of each month, an unaudited income statement and a statement of cash flows for such month, and an unaudited balance sheet for and as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to planreasonable detail;
(d) as soon as practicable, but in any event 30 days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and
(e) as soon as practicable but with respect to any unaudited financial statements called for in this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the period specified, subject to year-end audit adjustment, provided that the foregoing shall not restrict the right of the Company to change its accounting principles consistent with GAAP, if the Board determines that it is in the best interest of the Company to do so.
(f) Each set of financial statements delivered to one or more Investors pursuant to Subsections 2.1(a), 2.1(b) and 2.1(c) shall be accompanied by a comparison to the budget for such period, and, if, for any event within thirty (30) days after period, the end of each fiscal year Company has any subsidiary whose accounts are consolidated with those of the Company, a statement showing then in respect of such period the number of shares of each class financial statements delivered pursuant to the foregoing sections shall be the consolidated and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end consolidating financial statements of the periodCompany and all such consolidated subsidiaries. Notwithstanding anything else in this Section 2.1 to the contrary, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and Company may cease providing the exchange ratio or exercise price applicable thereto, and information set forth in this Section 2.1 during 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 period starting with the recipient to calculate their respective percentage equity ownership in date 60 days before the Company’s good-faith estimate of the 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 2.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (10x Genomics, Inc.), Investors’ Rights Agreement (10X Genomics, Inc.)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”)::
(a) as soon as practicable, but in any event within ninety one hundred eighty (90180) days after the end of each fiscal year of the Company, an income statement for such fiscal year, Company (i) a balance sheet as of the Company end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, and a statement of cash flows for all such year, such year-end financial reports to be in reasonable detail, 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, and statements audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) 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, an unaudited statements of income statement, statement of and cash flows for such fiscal quarter 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 (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) as soon as practicable, but in any event within thirty (30) days of after the end of each month, an unaudited statements of income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP) and with a comparison to plan;); and
(d) as soon as practicable, but in any event prior to thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal yearyear (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flows flow for such months and, as soon as promptly after prepared, any other budgets or revised budgets prepared by the Company; and
(e) as soon as practicable but in . If, for any event within thirty (30) days after period, the end of each fiscal year Company has any subsidiary whose accounts are consolidated with those of the Company, a statement showing then in respect of such period the number of shares of each class financial statements delivered pursuant to the foregoing sections shall be the consolidated and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end consolidating financial statements of the periodCompany and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and Company may cease providing the exchange ratio or exercise price applicable thereto, and information set forth in this Subsection 3.1 during 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 period starting with the recipient to calculate their respective percentage equity ownership in date sixty (60) days before the Company’s good-faith estimate of the 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 Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Weave Communications, Inc.), Investors’ Rights Agreement (Weave Communications, Inc.)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds Holder holding at least 4,000,000 shares of Registrable Securities one hundred fifty thousand (150,000) (appropriately adjusted for any stock split, dividend, combination or other recapitalizationrecapitalizations) (a “Major Investor”):shares of Registrable Securities:
(a) as soon as practicable, but in any event within ninety two hundred seventy (90270) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ stockholder’s equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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), and audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, an unaudited income statement, statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter;
(c) with respect to the financial statements called for in Section 5.1(b), all an instrument executed by the Vice President of Finance or the President of the Company certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes and year-end adjustments that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to planadjustment;
(d) as soon as practicable, but in any event prior to the end of each fiscal year, a projected operating budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements setting forth sources and statements applications of cash flows for such months funds and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and
(e) such other information relating to the financial condition (including material changes), business, prospects or corporate affairs of the Company as soon as practicable such Holder or any assignee of such Holder may from time to time reasonably request, or promptly after transmission or occurrence (but in any event within thirty ten (3010) days after days), other reports, including any non-routine communications with shareholders or the end of each fiscal year of financial community, the Company’s accountants, a statement showing auditors and business consultants, governmental agencies and authorities, any reports filed by the number of shares of each class Company or its officers, directors and series of capital stock representatives with any securities exchange or the SEC 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 notice of any outstanding securities convertible event which would have a significant effect on the Company’s business prospects or exercisable for Common Stock and financial condition or on the exchange ratio Holders’ investments, provided, however, that the Company shall not be obligated to provide information that it deems in good faith to be a trade secret or exercise price applicable theretosimilar confidential information, and provided further that the number Company may require the Holder to execute a confidentiality and nondisclosure agreement prior to disclosure 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 recipient to calculate their respective percentage equity ownership in the Companyany such information.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Arcadia Biosciences, Inc.), Investors’ Rights Agreement (Arcadia Biosciences, Inc.)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):the Purchaser;
(a) as soon as practicable, but in any event within ninety forty five (9045) days after the end of each fiscal year of the Company, an income statement for such fiscal year, Company (i) a balance sheet as of the Company end of such year, (ii) statements of income and of cash flow, and (iii) a statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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, and audited and certified by independent public accountants of nationally recognized standing selected by the Company;.
(b) as soon as practicable, but in any event within forty-five twenty (4520) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, an unaudited statements of income statement, statement of and cash flows for such fiscal quarter quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and
within twenty (e) as soon as practicable but in any event within thirty (3020) days after the end of each quarter 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 recipient Purchaser 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;
(d) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as the Purchaser may from time-to-time reasonably request.
(e) If, for any period, 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 and all such consolidated subsidiaries.
Appears in 2 contracts
Samples: Purchaser's Rights Agreement (Med-X, Inc.), Purchaser's Rights Agreement (Med-X, Inc.)
Delivery of Financial Statements. The Company shall, upon request, deliver to each Major Investor (or transferee and Fidelity Investor, provided that the Board of an Investor) Directors has not reasonably determined that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (such Major Investor is a “Major Investor”):Competitor:
(a) as soon as practicable, but in any event within ninety one hundred twenty (90120) days after the end of each fiscal year of the CompanyCompany (i) an unaudited balance sheet as of the end of such year, an (ii) unaudited statements of income statement and of cash flows for such fiscal year, a balance sheet of the Company and (iii) an unaudited statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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, and audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) 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, an unaudited statements of income statement, statement of and cash flows for such fiscal quarter 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 (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan);
(d) as soon as practicable, but in any event prior to thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal year, approved by the Board of Directors, including the approval of the Preferred Directors, and prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flows flow for such months and, as soon as promptly after prepared, any other budgets or revised budgets prepared by the Company; and
(e) as soon as practicable practicable, but in any event within thirty forty-five (3045) days after the end of each quarter 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 recipient Major Investors to calculate their respective percentage equity ownership in the Company. If, for any period, 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 and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 to the contrary, 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 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 Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Akouos, Inc.), Investors’ Rights Agreement (Akouos, Inc.)
Delivery of Financial Statements. The Company shall, upon request, deliver will furnish to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):
: (a1) as soon as practicablewithin 180 days following fiscal year-end, but in any event within ninety (90) days after the end of each audited financial statements for such fiscal year of the Company, including an income statement for such fiscal year, a audited balance sheet of the Company and statement of stockholders’ equity as of the end of such fiscal year, an audited statement of operations and a an audited statement of cash flows of the Company for such year, such year-end financial reports to be in reasonable detail, 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, and audited and year certified by independent public accountants of nationally recognized standing selected by reasonably acceptable to the Company;
’s audit committee; (b2) as soon as practicablewithin 45 days following each quarter-end, 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, an unaudited income statement, statement of cash flows financial statements for such fiscal quarter and quarter, including an unaudited balance sheet as of the end of such fiscal quarter, all prepared in accordance with GAAP (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 GAAP);
(c) within thirty (30) days of the end of each month, an unaudited income statement of operations and an unaudited statement of cash flows of the Company for such quarter; (3) within 30 days following each month-end, unaudited financial statements for such fiscal month, and including an unaudited balance sheet as of the end of such fiscal month, all prepared in accordance with GAAP and an unaudited statement of operations and an unaudited statement of cash flows of the Company for such month; (except that such financial statements may (i4) be subject to normal year-end audit adjustments an annual operating plan and (ii) not contain all notes thereto that may be required in accordance with GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event prior to the end of each fiscal year, a consolidated budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared approved by the Company; and
(e) as soon as practicable but in any event within thirty (30) days after the end board of each fiscal year directors of the Company, including a statement majority of the Preferred Directors, and within 45 days following each fiscal year; and (5) upon reasonable request, a capitalization table 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 recipient Major Investors to calculate their respective percentage equity ownership in the Company. The financial statements shall be prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis for each financial period and maintain a standard system of accounting established and administered in accordance with GAAP. If, for any period, 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 and all such consolidated subsidiaries.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Ceribell, Inc.), Investors’ Rights Agreement (Ceribell, Inc.)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):the Investors:
(a) as soon as practicable, but in any event within no more than ninety (90) days after the end of each fiscal financial year of the Company, an a consolidated balance sheet and income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ equity as of the end last day of such year, and ; a consolidated statement of cash flows for such year and a comparison between the actual figures for such year, the comparable figures for the prior year and the comparable figures included in the Budget (as defined below) for such year, with an explanation of any material differences between them and a schedule as to the sources and applications of funds for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted U.S. GAAP or IFRS, or such other international accounting principles (“GAAP”) consistently applied and setting forth in each case in comparative form standard approved by the figures for the previous fiscal year, all in reasonable detailInvestors, and audited and certified by a “Big 4” accounting firm or independent public accountants of nationally internationally recognized standing selected by the CompanyCompany and approved by the Investors;
(b) 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, an unaudited income statement, statement 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) within no more than thirty (30) days of the end of each month, an unaudited, consolidated balance sheet and a consolidated unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with U.S. GAAP (except that or IFRS or such financial statements may (i) be subject other international standards as are acceptable to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) and with a comparison to planthe Investors;
(dc) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal financial year, a proposed consolidated budget and business plan for the next fiscal yearfinancial year to be submitted to the Board for approval in accordance with Section 7.4 (collectively, the “Budget”), prepared on a monthly basisbasis including, balance sheets and sources and applications of funds statements (including balance sheets, income statements and statements of cash flows any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and;
(d) with respect to the financial statements called for in Sections 3.1(a) and 3.1(b), an instrument executed by the Chief Financial Officer of the Company (or in the absence of the Chief Financial Officer, the Chief Executive Officer of the Company) and certifying that such financials were prepared in accordance with U.S. GAAP or IFRS, consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, of footnotes that may be required by U.S. GAAP or IRFS and fairly present the financial condition of the Company and its results of operation for the periods specified therein, subject to, for unaudited statements, year-end audit adjustment). Management shall also provide an analysis of results and a statement of an executive officer comparing monthly and year-to-date information to the Company’s plan.
(e) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as soon an Investor or any assignee of an Investor may from time to time reasonably request, including but not limited to such customary information as practicable but may be required by the Investors in the event that the Company qualifies as a passive foreign investment company (“PFIC”) provided, however, that the Company shall not be obligated under this Section 3.1(e) or any event within thirty other section of Section 3.1 to (30i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel;
(f) if for any period the Company shall have 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 and all such consolidated Subsidiaries;
(g) Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the end of each fiscal year effective date of the Companyregistration effecting the IPO, a statement showing to 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 extent required under the end applicable rules of the period, jurisdiction in which the Common Stock issuable upon conversion registration statement (or exercise similar application for listing of any outstanding securities convertible the Ordinary Shares or exercisable for Common Stock and statement) is to be filed; provided that 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 Company is actively employing its reasonable best efforts to permit the recipient cause such registration statement to calculate their respective percentage equity ownership in the Companybecome effective.
Appears in 2 contracts
Samples: Shareholders Agreement (JIAYUAN.COM International LTD), Shareholders Agreement (JIAYUAN.COM International LTD)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):, provided that the Board of Directors has not reasonably determined that such Major Investor is a competitor of the Company:
(a) as soon as practicable, but in any event within ninety one hundred and eighty (90180) days after the end of each fiscal year of the Company, (i) an audited balance sheet as of the end of such year, (ii) audited statements of income statement and of cash flows for such fiscal year, a balance sheet of the Company and (iii) an audited statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, all prepared in accordance with generally accepted accounting principles GAAP, and a comparison between (“GAAP”x) consistently applied the actual amounts as of and setting forth in each case in comparative form for such fiscal year and (y) the figures comparable amounts for the previous fiscal prior year and as included in the Budget (as defined in Subsection 3.1(d)) for such year, all in reasonable detail, and audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) 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, an unaudited statements of income statement, statement of and cash flows for such fiscal quarter 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) as soon as practicable, but in any event within thirty (30) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan);
(d) as soon as practicable, but in any event prior to thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal yearyear (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flows flow for such months quarters and, as soon as promptly after prepared, any other budgets or revised budgets prepared by the Company; and;
(e) as soon as practicable practicable, but in any event within thirty (30) 30 days after the end of each fiscal year of the Companymonth, a statement indicating no change or showing any change in 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 recipient 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.
(f) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Subsection 3.1 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 acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. If, for any period, 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 financial statements of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 to the contrary, 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 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 Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Cyteir Therapeutics, Inc.), Investors’ Rights Agreement (Cyteir Therapeutics, Inc.)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that Holder who holds at least 4,000,000 1,000,000 shares of Registrable Securities (appropriately adjusted subject to adjustment for any stock splitsplits, dividendstock dividends, combination reclassifications or other recapitalizationthe like) (a the “Major InvestorHolders”):
(a) as soon as practicable, but in any event within ninety (90) 120 days after the end of each fiscal year of the Company, an unaudited income statement for such fiscal year, an unaudited balance sheet of the Company and statement of stockholder’s equity as of the end of such year, and an unaudited statement of cash flows for such year. As soon as practicable, but in any event within 150 days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ stockholder’s equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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), and audited and certified by an independent public accountants accounting firm selected with the approval of nationally recognized standing selected the Board of Directors, including the approval of at least one of the three directors elected by the CompanyInvestors (each, an “Investor Director”);
(b) as soon as practicable, but in any event within forty-five (45) 30 days after the end of each of the first three (3) quarters of each fiscal year of the Companyquarter, an unaudited income profit or loss statement, a statement of cash flows as compared to the budget and the comparable period for such fiscal quarter and the prior year, an unaudited balance sheet as of the end of such fiscal quarterquarter and a written summary of operations, all each of which has been prepared in accordance with GAAP (except that such reporting practices and methodologies approved by the Board of Directors, which in all events shall be consistent with prior reporting practices for earlier periods and fairly present the financial statements may (i) be subject to normal year-end audit adjustments condition of the Company and (ii) not contain all notes thereto that may be required in accordance with GAAP)its results of operation for the period specified;
(c) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event 30 days prior to the end of each fiscal year, a budget and business plan for the next fiscal year forecasting the Company’s revenues, expenses and cash position on a month-to-month basis for the upcoming fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and
(ed) as soon as practicable but in any event within thirty (30) days after following the end of each fiscal year of quarter, an updated capitalization table, certified by 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 recipient to calculate their respective percentage equity ownership in the Company’s Chief Financial Officer.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Aclaris Therapeutics, Inc.), Investors’ Rights Agreement (Aclaris Therapeutics, Inc.)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to -------------------------------- each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”)::
(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ shareholder's equity as of the end of such year, and a statement schedule as to the sources and applications of cash flows funds for such year, such year-end financial reports to be in reasonable detail, 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"gaap"), and audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) 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, an unaudited income profit or loss statement, statement schedule as to the sources and application of cash flows funds 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);.
(c) within thirty (30) days of the end of each month, an unaudited income statement and statement schedule as to the sources and application of cash flows for such month, funds and an unaudited balance sheet for and as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to planreasonable detail;
(d) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income sheets and sources and applications of funds statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and;
(e) as soon as practicable but with respect to the financial statements called for in any event within thirty subsections (30b) days after and (c) of this Section 2.1, an instrument executed by the end of each fiscal year Chief Financial Officer or President of the Company, a statement showing Company and certifying that such financials were prepared in accordance with gaap consistently applied with prior practice for earlier periods (with the number exception of shares of each class footnotes that may be required by gaap) and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at fairly present the end financial condition of the periodCompany and its results of operation for the period specified, subject to year-end audit adjustment;
(f) such other information relating to the Common Stock issuable upon conversion financial condition, business, prospects or exercise corporate affairs of the Company as the Investor or any outstanding securities convertible assignee of the Investor may from time to time request, provided, however, that the Company shall not be obligated under this subsection (f) or exercisable for Common Stock and the exchange ratio any other subsection of Section 2.1 to provide information which it deems in good faith to be a trade secret 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 recipient to calculate their respective percentage equity ownership in the Companysimilar confidential information.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Corsair Communications Inc)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”)::
(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ shareholders' equity as of the end of such year, and a statement schedule as to the sources and applications of cash flows funds for such year, such year-end financial reports to be in reasonable detail, 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"), and audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) 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, an unaudited income profit or loss statement, statement schedule as to the sources and application of cash flows funds 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 (i) be subject to normal year-end audit adjustments quarter and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and
(e) as soon as practicable but in any event within thirty (30) days after the end 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 number of common shares issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock common shares 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 recipient Investor to calculate their respective its percentage equity ownership in the Company.
(c) within thirty (30) days of the end of each month, an unaudited income statement and schedule as to the sources and application of funds and balance sheet for and as of the end of such month, in reasonable detail;
(d) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets and sources and applications of funds statements for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company;
(e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the period specified, subject to year-end audit adjustment; and
(f) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investor or any assignee of the Investor may from time to time request, provided, however, that the Company shall not be obligated under this subsection (f) or any other subsection of Section 2.1 to provide information which it deems in good faith to be a trade secret or similar confidential information.
(g) Notwithstanding the foregoing, the Company covenants, on or before May 30, 1998, to deliver to each Investor consolidated balance sheets, consolidated statements of and consolidated statements of cash flows of the Company and its subsidiaries for the fiscal year ended September 30, 1997, all prepared in accordance with generally accepted accounting principles, audited by independent public accountants of national standing selected by the Company. Following the Closing, the Company covenants to use its best efforts to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles.
Appears in 1 contract
Samples: Investors' Rights Agreement (Computer Literacy Inc)
Delivery of Financial Statements. The (a) So long as any Stockholder continues to hold shares of Preferred Stock or shares of Common Stock issued upon conversion thereof, the Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):such Stockholder:
(a1) as soon as practicable, but in any event within ninety (90) 120 days after the end of each fiscal year of the Company, an income statement and statement of cash flows for such fiscal year, year and a balance sheet of the Company and statement of stockholders’ ' equity as of the end of such fiscal year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied and setting forth in each case in comparative form the figures with prior practice for the previous fiscal year, all in reasonable detailearlier periods ("GAAP"), and audited and certified by independent public accountants of nationally recognized standing selected by the Company;; and
(b2) as soon as practicable, but in any event within forty-five (45) 45 days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited income statement, statement and statement of cash flows for such fiscal quarter and an unaudited balance sheet and statement of stockholders' equity as of the end of such fiscal quarter, all in reasonable detail, prepared in accordance with GAAP (except with the exception of footnotes that may be required by GAAP), and accompanied by a certificate of the Chief Financial Officer or President of the Company certifying that such financial statements may (i) be were prepared in accordance with GAAP and fairly present the financial condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);adjustment; and
(c3) within thirty (30) 30 days of the end of each month, an unaudited income statement and statement of cash flows for such month, month and an unaudited balance sheet for and as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;reasonable detail; and
(d4) as soon as practicable, but in any event within 30 days prior to the end beginning of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows and balance sheets for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and.
(eb) as soon as practicable but in any event within thirty (30) days after Upon written request, the end of Company shall also provide each fiscal year Stockholder with such other information relating to the financial condition, business, prospects or corporate affairs 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 Company as such Stockholder may from time to permit the recipient to calculate their respective percentage equity ownership in the Companytime request.
Appears in 1 contract
Delivery of Financial Statements. The Until the closing of an initial public offering of the Company's Common Stock, the Company shall, upon request, shall deliver to each Investor (or transferee holder of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):Non-Qualified Preferred Stock and Series B Preferred Stock:
(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ stockholder's equity as of the end of such year, and a statement schedule as to the sources and applications of cash flows funds for such year, such year-end financial reports to be in reasonable detail, 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("GAAP"), and audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) 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, an unaudited income profit or loss statement, statement schedule as to the sources and application of cash flows funds for such fiscal quarter and an unaudited balance sheet sheet, a statement of stockholder's equity as of the end of such fiscal quarterquarter and comparisons to budget and prior year, all in reasonable detail, prepared in accordance with GAAP (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 consistently applied with GAAP)prior practice for earlier periods;
(c) within thirty with respect to the financial statements called for in subsection (30b) days of this Section 3.1, an instrument executed by the Chief Financial Officer or President of the end of each month, an unaudited income statement Company and statement of cash flows for certifying that such month, and an unaudited balance sheet as of the end of such month, all financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) and with a comparison to planadjustment;
(d) as soon as practicablenotice of any material adverse change in the financial condition, but in any event prior to the end business, prospects or corporate affairs of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and, or the commencement or threat of commencement of any material litigation, promptly upon the Company becoming aware of such changes, commencement or threat;
(e) as soon as practicable but in practicable, copies of all reports filed with the SEC; and
(f) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as a Party or any event within thirty (30) days after assignee of such Party may from time to time reasonably request. The rights granted pursuant to this Section 3.1 may not be assigned or otherwise conveyed by any Party or by any subsequent transferee of any such rights without the end of each fiscal year prior written consent 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 which consent shall not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the recipient to calculate their respective percentage equity ownership in the Companybe unreasonably withheld.
Appears in 1 contract
Samples: Investors' Rights Agreement (Optimark Holdings Inc)
Delivery of Financial Statements. The Company shall, upon request, Acusphere shall deliver to each Significant Investor (or transferee of an Investoras defined in Section 3.2(b) that hereof), as long as such Investor holds at least 4,000,000 shares of Registrable Securities Preferred Stock (appropriately adjusted for or any stock split, dividend, combination or other recapitalization) (a “Major Investor”shares of Common Stock issuable upon conversion thereof):
(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the CompanyAcusphere, an income statement for such fiscal year, a balance sheet of the Company Acusphere and statement of stockholders’ ' equity as of the end of such year, and a statement schedule as to the sources and applications of cash flows funds for such year, such year-end financial reports to be in reasonable detail, 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"), and audited and certified by independent public accountants of nationally recognized standing selected by the CompanyAcusphere;
(b) 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 CompanyAcusphere, an unaudited income statement, profit or loss statement and schedule as to the sources and application of cash flows funds 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) within thirty (30) days of the end of each month, an unaudited income statement and statement schedule as to the sources and application of cash flows for such month, funds and an unaudited balance sheet for and as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to planreasonable detail;
(d) as soon as practicable, but in any event forty-five (45) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income sheets and sources and applications of funds statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by Acusphere;
(e) with respect to the Companyfinancial statements called for in subsections (a), (b) and (c) of this Section 3.1, an instrument executed by the Chief Financial Officer or Chief Executive Officer of Acusphere and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of Acusphere and its results of operation for the period specified, subject to year-end audit adjustment; and
(ef) such other information relating to the financial condition, business, prospects or corporate affairs of Acusphere as soon as practicable but such Significant Investor or any assignee of such Significant Investor may from time to time request, provided, however, that Acusphere shall not be obligated under this subsection (f) or any other subsection of Section 3.1 to provide information which it deems in any event within thirty (30) days after the end of each fiscal year of the Company, good faith to be a statement showing the number of shares of each class and series of capital stock and securities convertible into trade secret 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 recipient to calculate their respective percentage equity ownership in the Companysimilar confidential information.
Appears in 1 contract
Delivery of Financial Statements. The Company shall, upon requestand each Major Shareholder shall cause the Company to, deliver to each Investor (Preferred Shareholder the following documents or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):reports:
(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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, and audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) 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, an unaudited income statement, statement 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 (i) be subject to normal year-end audit adjustments within one hundred and twenty (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and
(e) as soon as practicable but in any event within thirty (30120) days after the end of each fiscal year of the Company, a consolidated income statement showing and statement of cash flows for the number Company for such fiscal year and a consolidated balance sheet for the Company as 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 periodfiscal year, audited and certified by an internationally reputable firm of independent certified public accountants or any other firm of independent certified public accountants reasonably acceptable to 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 anyLead Investors, all prepared in sufficient detail accordance with the Applicable Accounting Principles;
(ii) within forty five (45) days of the end of each month, a consolidated unaudited income statement and statement of cash flows for such month and a consolidated balance sheet for the Company as of the end of such month, prepared in accordance with the Applicable Accounting Principles consistently applied throughout the period (except for year-end adjustments and except for the absence of notes) and certified by the chief financial officer of the Company;
(iii) within sixty (60) days of the end of each fiscal quarter, a consolidated unaudited income statement and statement of cash flows for such quarter and a consolidated balance sheet for the Company as of the end of such quarter, prepared in accordance with the Applicable Accounting Principles consistently applied throughout the period (except for year-end adjustments and except for the absence of notes) and certified by the chief financial officer of the Company;
(iv) as soon as practicable, but in any event at least thirty (30) days prior to permit the recipient end of each fiscal year, an annual budget and an business plan for the succeeding fiscal year for the Group Companies, setting forth for each quarter during such succeeding fiscal year projected revenues, profits and operating expenses; and
(v) copies of all documents or other information sent to calculate their respective percentage equity ownership in all other shareholders and any documents filed by the Company with any relevant securities exchange or similar regulatory authority, no later than five (5) Business Days after such documents or information are filed by the Company.
Appears in 1 contract
Delivery of Financial Statements. The Company shall, upon request, deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):shall deliver:
(a) to each Investor, as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ shareholder’s equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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), and audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) to each 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, an unaudited income statement, statement 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);.
(c) to each Major Investor, 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 for and as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to planreasonable detail;
(d) to each Major Investor, as soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal year, a budget and business an annual operating plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company;
(e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the period specified, subject to year-end audit adjustment; and
(ef) as soon as practicable but in any event within thirty (30) days after to each Investor, such other information relating to the end of each fiscal year financial condition, business, prospects or corporate affairs of the Company, a statement showing Company as the number of shares of each class and series of capital stock and securities convertible into Investor or exercisable for shares of capital stock outstanding at the end any assignee of the periodInvestor may from time to time request, provided, however, that the Common Stock issuable upon conversion Company shall not be obligated under this subsection (f) or exercise any other subsection of any outstanding securities convertible Section 2.1 to provide information that it deems in good faith to be a trade secret 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 recipient to calculate their respective percentage equity ownership in the Companysimilar confidential information.
Appears in 1 contract
Samples: Investors' Rights Agreement (Design Within Reach Inc)
Delivery of Financial Statements. The Company shall, upon request, Corporation shall deliver to each Investor (or transferee of an Investor) that so long as it holds at least 4,000,000 five percent (5%) of the shares of Registrable Securities Common Stock of the Corporation then outstanding (appropriately adjusted for any stock split, dividend, combination assuming full conversion and exercise of all convertible or other recapitalization) (a “Major Investor”exercisable securities):
(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the CompanyCorporation, an income statement for such fiscal year, a balance sheet of the Company Corporation and statement of stockholders’ stockholder's equity as of the end of such year, and a statement schedule as to the sources and applications of cash flows funds for such year, such year-end financial reports to be in reasonable detail, 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"), and audited and certified by independent public accountants of nationally recognized standing selected by the CompanyCorporation;
(b) 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, an unaudited income statement, statement 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) within thirty (30) days of the end of each month, : (i) an unaudited income statement and statement schedule as to the sources and application of cash flows for such month, funds and an unaudited balance sheet for and as of the end of such month, all month (including an instrument executed by the Chief Financial Officer or President of the Corporation certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Corporation and its results of operation for the period specified, subject to normal year-end audit adjustments adjustment) and (ii) not contain all notes thereto that may be required a summary of the Corporation's business activities for such month, each in accordance with GAAP) and with a comparison to plan;reasonable detail; and
(dc) as soon as practicable, but in any event practicable prior to the end of each fiscal yearyear of the Corporation, a budget and business plan (each approved by the Board of Directors of the Corporation) for the next such fiscal year, prepared on a monthly basis, including balance sheets, income sheets and sources and applications of funds statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and
Corporation. For purposes of this Section 2.1, "INVESTOR" shall include any general partners of an Investor. The rights set forth in this Section 2.1 shall be assignable only to Investors holding an aggregate of at least 500,000 shares of Series A Preferred Stock or Series B Preferred Stock (e) as soon as practicable but in any event within thirty (30) days subject to appropriate adjustment for stock dividends, stock splits, combinations, recapitalizations or the like with respect to each series after the end 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 recipient to calculate their respective percentage equity ownership in the Companydate hereof).
Appears in 1 contract
Samples: Investors' Rights Agreement (Silicon Laboratories Inc)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”)::
(a) as soon as practicable, but in any event within ninety (90) 120 days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ stockholder’s equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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 yearand, all in reasonable detailif an audit has been completed, and audited and certified by independent public accountants of nationally recognized standing selected by independent certified public accountants; provided that audited financial statements shall be provided unless a majority of the CompanyBoard of Directors (including at least one of the Preferred Directors) waives such requirement;
(b) as soon as practicable, but in any event within forty-five (45) 45 days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited income statement, statement 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event at least 45 days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly quarterly basis, including balance sheets, an income statements and statements of cash flows statement for such months quarters and, as soon as prepared, any other budgets or revised budgets prepared by the CompanyCompany and approved by the Board of Directors (including at least one of the Preferred Directors); and
(ed) upon reasonable request by such Major Investor, furnish to such Major Investor as soon as practicable but in any event within thirty (30) days after the end of each fiscal year of practicable, a capitalization table setting forth the Company’s fully-diluted capitalization, 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 recipient such Major Investor to calculate their respective such Major Investor’s percentage equity ownership in the Company as of the end of the most recent quarter.
(e) Notwithstanding anything else in this Section 4.1 to the contrary, the Company may cease providing the information set forth in this Section 4.1 during the period starting with the date sixty (60) days before the Company’s good-faith estimate of the date of filing of a registration statement; provided that the Company’s covenants under this Section 4.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 1 contract
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitor of the Company:
(a) as soon as practicablepracticable upon the receipt of Major Investor’s written request, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, Company (i) a balance sheet as of the Company end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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, and audited and certified by independent public accountants of nationally recognized standing selected by the Company;; and
(b) as soon as practicablepracticable upon the receipt of Major Investor’s written request, 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, an unaudited statements of income statement, statement of and cash flows for such fiscal quarter 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 (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP), together with a written report of the President or Chief Executive Officer briefly summarizing the results from such quarter and any other material developments;
(c) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement, statement of cash flows flows, bank reconciliation, and aging of accounts receivable and payable for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan);
(de) as soon as practicable, but in any event prior to thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal yearyear (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flows flow for such months and, as soon as promptly after prepared, any other budgets or revised budgets prepared by the Company; and
(e) as soon as practicable but in Company If, for any event within thirty (30) days after period, the end of each fiscal year Company has any subsidiary whose accounts are consolidated with those of the Company, a statement showing then in respect of such period the number of shares of each class financial statements delivered pursuant to the foregoing sections shall be the consolidated and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end consolidating financial statements of the periodCompany and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and Company may cease providing the exchange ratio or exercise price applicable thereto, and information set forth in this Subsection 3.1 during 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 period starting with the recipient to calculate their respective percentage equity ownership in date sixty (60) days before the Company’s good-faith estimate of the 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 Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 1 contract
Delivery of Financial Statements. (a) The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds , and transferees thereof, holding at least 4,000,000 50,000 shares of Registrable Securities (appropriately as adjusted for any stock splitsplits, dividendstock dividends, combination or other recapitalization) (a “Major Investor”recapitalizations and the like):
(ai) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ stockholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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, ---- and audited and certified by an independent public accountants accounting firm of nationally recognized standing selected by the Company;
(bii) as soon as practicable, but in any event within forty-five thirty (4530) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited income profit or loss statement, a statement 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(cb) The Company shall deliver to each Investor, and transferees thereof, holding at least 50,000 shares of Registrable Securities (as adjusted for stock splits, stock dividends, recapitalizations and the like):
(i) within thirty (30) days of the end of each month, an unaudited income statement and a statement of cash flows for such month, and an unaudited balance sheet for and as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to planreasonable detail, commencing after the third month following the effective date of the Purchase Agreement;
(dii) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income sheets and sources and applications of funds statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company.
(c) The Company shall deliver to each Investor, with respect to the financial statements called for in subsections (a)(ii) and (b)(i) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the period specified, subject to year-end audit adjustment, provided that the foregoing shall not restrict the right of the Company to change its accounting principles consistent with GAAP, if the Board of Directors determines that it is in the best interest of the Company to do so; and
(ed) as soon as practicable but in any event within thirty (30) days after such other information relating to the end of each fiscal year financial condition, business, prospects or corporate affairs of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into Company as any such Investor or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise any assignee of any outstanding securities convertible such Investor may from time to time reasonably request, provided, however, that the Company shall not be obligated under this subsection (d) or exercisable for Common Stock and the exchange ratio any other subsection of Section 2.1 to provide information which it deems in good faith to be a trade secret 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 recipient to calculate their respective percentage equity ownership in the Companysimilar confidential information.
Appears in 1 contract
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”)::
(a) as soon as practicable, but in any event within ninety one hundred twenty (90120) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and income statement of stockholders’ equity as of the end last day of such year, and ; a statement of cash flows for such year and a comparison between the actual figures for such year, the comparable figures for the prior year and the comparable figures included in the Budget (as defined below) for such year, with an explanation of any material differences between them and a schedule as to the sources and applications of funds for such year, such year-year end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles GAAP, (“except that the financial report may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto which may be required in accordance with GAAP”) consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, and audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) as soon as practicable, but in any event within forty-forty five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited income statement, statement schedule as to the sources and application of cash flows funds for such fiscal quarter and quarter, an unaudited balance sheet and a statement of stockholder’s equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (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 GAAP);
(c) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and
with forty-five (e) as soon as practicable but in any event within thirty (3045) 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 number of common shares issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock common shares and the exchange ratio or exercise price applicable thereto, 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 recipient Major Investors to calculate their respective its 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;
(d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement, an unaudited profit or loss statement, provided that the obligation to deliver such monthly financials shall be deemed satisfied with respect to any Major Investor if such financials are delivered to such Major Investor’s Board of Directors-designee, if any;
(e) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets and sources and applications of funds statements for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company;
(f) with respect to the financial statements called for in subsections (a), (b) and (d) of this Section 3.1, an instrument executed by the Chief Financial Officer and President or Chief Executive Officer of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the periods specified therein, subject to year end audit adjustment;
(g) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Major Investor or any assignee of the Major Investor may from time to time reasonably request, provided, however, that the Company shall not be obligated under this subsection (g) or any other subsection of Section 3.1 to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information (unless covered by an enforceable confidentiality agreement, in form reasonably acceptable to the Company) or (ii) would adversely affect the attorney-client privilege between the Company and its counsel;
(h) if for any period the Company shall have 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 and all such consolidated subsidiaries; and
(i) Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on the effective date of the registration effecting the IPO; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effective.
Appears in 1 contract
Delivery of Financial Statements. The Company shall, upon request, deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):
(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, but in any event within ninety (90) days practicable after the end of each fiscal year of the Company, an income statement the Company will furnish each Investor holding at least ten million (10,000,000) shares of Series A Preferred Stock (as adjusted for such fiscal yearrecapitalizations, stock splits, stock dividends and the like) (each, a “Major Investor”) and IAC/InterActiveCorp a balance sheet of the Company and statement of stockholders’ equity Company, as of at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, such year-end financial reports to be in reasonable detail, 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, and . Such financial statements shall be audited and certified by independent public accountants of nationally recognized national standing selected by the Company;’s Board of Directors.
(bc) The Company will furnish each Major Investor, as soon as practicable, but in any event within forty-five (45) days practicable after the end of each of the first three (3) quarters of first, second and third quarterly accounting periods in each fiscal year of the Company, an unaudited income statementand in any event within sixty (60) days thereafter, statement of cash flows for such fiscal quarter and an unaudited balance sheet of the Company as of the end of each such quarterly period, and an unaudited statement of income and an unaudited statement of cash flows of the Company for such period and for the current fiscal quarteryear to date, all including a comparison to plan figures for such period, prepared in accordance with GAAP (except generally accepted accounting principles, with the exception that no notes need be attached to such financial statements may (i) be subject to normal and year-end audit adjustments and (ii) may not contain all notes thereto that may be required in accordance with GAAP);have been made.
(cd) within The Company will furnish each Major Investor at least thirty (30) days of prior to the end beginning of each month, fiscal year an unaudited income statement annual budget and statement of cash flows operating plans for such month, fiscal year (and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as preparedavailable, any other budgets or revised budgets prepared by the Company; andsubsequent revisions thereto).
(e) as soon as practicable but in Each Major Investor shall have the right to visit and inspect any event within thirty (30) days after the end 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 properties of the period, the Common Stock issuable upon conversion Company or exercise any of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable theretoits subsidiaries, and to discuss the number affairs, finances and accounts of shares the Company or any of issued stock options its subsidiaries with its officers, and stock options to review such information as is reasonably requested all at such reasonable times and as often as may be reasonably requested; provided, however, that the Company shall not yet issued but reserved for issuancebe obligated under this Section 2.1(d) with respect to a competitor of the Company or with respect to information which the Board of Directors determines in good faith is confidential and should not, if anytherefore, all in sufficient detail as to permit the recipient to calculate their respective percentage equity ownership in the Companybe disclosed.
Appears in 1 contract
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor Quantum Industrial Partners LDC and to Invemed (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”their respective designated representatives):
(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement statements of operations, cash flow and stockholders' equity for such fiscal year, year and a balance sheet of the Company and statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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"), and audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) 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, an unaudited income statementstatements of operations, statement of cash flows flow and stockholders' equity for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter, all in reasonable detail and prepared in accordance with GAAP (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 GAAP);
(c) within thirty (30) days of the end of each month, an unaudited income statement statements of operations and statement of cash flows flow for such month, month and an unaudited balance sheet as of the end of such month, all in reasonable detail and prepared in accordance with GAAP (except that GAAP, together with an analysis by management of the Company's financial condition and results of operations during such financial statements may (i) be subject to normal year-end audit adjustments period and (ii) not contain all notes thereto that may be required in accordance with GAAP) explanation by management of any differences between such condition or results and with a comparison to planthe budget and business plan for such period;
(d) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income sheets and sources and applications of funds statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and;
(e) as soon as practicable but with respect to the financial statements called for in any event within thirty subsections (30b) days after and (c) of this Section 6.1, an instrument executed by the end of each fiscal year Chief Financial Officer or President of the Company, a statement showing Company and certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods and fairly present 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 financial condition of the periodCompany and its results of operation for the period specified, subject to normal year-end audit adjustment, and certifying that such officer has reviewed the Common Stock issuable upon conversion or exercise provisions of this Agreement and has no knowledge of any outstanding securities convertible default by the Company in the performance or exercisable for Common Stock observance of any of the provisions of this Agreement or, if such officer has such knowledge, specifying such default and the exchange ratio nature thereof;
(f) such other information relating to the financial condition, business, prospects or exercise price applicable theretocorporate affairs of the Company as the Investor may from time to time reasonably request, and provided, however, that the number Company shall not be obligated to provide any information which it reasonably considers to be a trade secret the disclosure 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 which the recipient to calculate their respective percentage equity ownership in the CompanyCompany reasonably believes may adversely affect its business.
Appears in 1 contract
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”)::
(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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, and audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) 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, an unaudited income statement, statement 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) 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 GAAP (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 GAAP) and with a comparison to plan);
(db) as soon as practicable, but in any event prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and
(e) as soon as practicable but in any event within thirty (30) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and 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 (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of regionally recognized standing selected by the Company;
(d) as soon as practicable, but in any event within forty-five (45) days after the end of each fiscal quarter 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 recipient 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;
(e) as soon as practicable, but in any event at least thirty (30) days before the end of each fiscal year, a comprehensive budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company;
(f) with respect to the financial statements called for in Subsection 3.1(a), Subsection 3.1(b) and Subsection 3.1(c), 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 consistently applied with prior practice for earlier periods (except as otherwise set forth in Subsection 3.1(a), Subsection 3.1(b) and Subsection 3.1(c)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and
(g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Subsection 3.1 to provide information, the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. If, for any period, 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 and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the 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 Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 1 contract
Delivery of Financial Statements. The Company shall, upon request, Borrowers shall deliver or secure the delivery to Agent (and each Borrower authorizes delivery by Agent to each Investor (or transferee of an Investorthe Associations) that holds at least 4,000,000 shares copies of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):each of the following:
(a) as As soon as practicable, but practicable and in any event within ninety fifty (9050) days after the end of each fiscal year calendar quarter during the term of this Agreement, the Company, an income statement for such fiscal year, a consolidated balance sheet of the Company and statement of stockholders’ equity for Borrowers as of the end of such year, period and a the related statement of cash flows income for such year, such quarter and cumulative year-end financial reports to be to-date, all in reasonable detaildetail and satisfactory in scope certified by an authorized financial officer of Orange-co, Inc., prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied . Copies of Orange-co, Inc.'s 10-Q Reports filed with the Securities and setting forth Exchange Commission may be delivered to Agent in each case in comparative form lieu of the figures quarterly financial statements provided for herein provided, however, that an authorized financial officer of Orange-co, Inc. will provide Agent with a certification thereof as to the previous fiscal year, all in reasonable detail, and audited and certified by independent public accountants accuracy of nationally recognized standing selected by the Companysuch reports;
(b) as As soon as practicable, but practicable and in any event within forty-ninety- five (4595) days after the end each Fiscal Year end, combined audited Financial Statements of each of the first three (3) quarters of each fiscal year of the Company, an unaudited income statement, statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter, all Borrowers prepared in accordance with GAAP (except consisting of an income statement, balance sheet, changes in capital position and a reconciliation of net worth, including all normal and reasonable financial notes and further setting forth such changes in financial position, in each case, in comparative form figures for the corresponding period in the preceding fiscal year) that are certified by and contain an opinion from certified public accountants of recognized national standing reasonably acceptable to the Associations, all in reasonable detail and further certified by an authorized financial officer of each Borrower as to accuracy of 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 GAAP)reports;
(c) Borrowers will provide Agent with copies of all 10- K Reports filed with the Security and Exchange Commission within thirty fifteen (3015) days of filing of such reports.
(d) Together with each delivery of those items required in clauses (a) and (b) above, Borrowers shall deliver to Agent a certificate executed by the end an authorized financial officer of each monthBorrower, an unaudited income statement and statement of cash flows for containing computations indicting compliance with the financial covenant ratios contained in this Agreement and, stating that to the best such monthofficer's knowledge, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments Borrowers have kept, observed, performed and fulfilled each and every Agreement binding upon them contained in the Loan Documents, and is not at the time in default of the keeping, observance, performance or fulfillment of any of the terms, provisions and conditions thereof; and (ii) not contain that none of the Events of Default or Potential Defaults, have occurred, or if they have occurred, specifying all notes thereto that such defaults or potential defaults of which the officer may be required in accordance with GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; andhave knowledge.
(e) With reasonable promptness, such other data and information as soon as practicable but in any event within thirty (30) days after from time to time may be reasonably required by the end 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 recipient to calculate their respective percentage equity ownership in the CompanyAssociations.
Appears in 1 contract
Samples: Loan Agreement (Orange Co Inc /Fl/)
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each member of the Board of Directors, and to each Investor (or transferee of an Investor) that holds holding, and to transferees of, at least 4,000,000 300,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “"Major ----- Investor”):"): --------
(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ shareholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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, ---- and audited and certified by an independent public accountants accounting firm of nationally recognized standing selected by the Company;
(b) as soon as practicable, but in any event within forty-five thirty (4530) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited income profit or loss statement, a statement 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) within thirty twenty (3020) days of the end of each month, an unaudited income statement and a statement of cash flows for such month, and an unaudited balance sheet for and as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to planreasonable detail;
(d) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income sheets and sources and applications of funds statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company;
(e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the period specified, subject to year-end audit adjustment, provided that the foregoing shall not restrict the right of the Company to change its accounting principles consistent with GAAP, if the Board of Directors determines that it is in the best interest of the Company to do so; and
(ef) as soon as practicable but in any event within thirty (30) days after such other information relating to the end of each fiscal year financial condition, business, prospects or corporate affairs of the Company, a statement showing Company as the number of shares of each class and series of capital stock and securities convertible into Investor or exercisable for shares of capital stock outstanding at the end any assignee of the periodInvestor may from time to time reasonably request, provided, however, that the Common Stock issuable upon conversion Company shall not be obligated under this subsection (f) or exercise any other subsection of any outstanding securities convertible Section 2.1 to provide information which it deems in good faith to be a trade secret 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 recipient to calculate their respective percentage equity ownership in the Companysimilar confidential information.
Appears in 1 contract
Samples: Investors' Rights Agreement (Flycast Communications Corp)
Delivery of Financial Statements. The Company shall, upon request, deliver to each Investor Shareholder (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”Shareholder):
(a) (i) for fiscal year 2014, as soon as practicable, but in any event within ninety one hundred and fifty (90150) days after the end of fiscal year 2014, and (ii) beginning with fiscal year 2015, as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholdersshareholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with U.S. 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), and audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(bi) for each fiscal quarter of 2015, as soon as practicable, but in any event within sixty (60) days after the end of each such fiscal quarter, and (ii) beginning with the first fiscal quarter of 2016, 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, an unaudited income statement, statement 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) (i) for each calendar month of 2015 subsequent to the Closing, as soon as practicable, but in any event within forty-five (45) days of the end of each such month and (ii) beginning with the first calendar month of 2016, 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 for and as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to planreasonable detail;
(d) beginning with fiscal year 2016, as soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company;
(e) with respect to the financial statements called for in subsections (b) and (c) of this Section 3.1, an instrument executed by the Chief Financial Officer or Chief Executive Officer of the Company certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the period specified, subject to year-end audit adjustments;
(f) at the sole expense of such Shareholder, any information about the Company and its Subsidiaries reasonably required by a requesting Shareholder in order for such Shareholder to comply with applicable Laws and any investor or regulatory requirements (other than with respect to tax matters);
(g) any information about the Company and its Subsidiaries required by a Shareholder in order for such Shareholder (or its Affiliate) (1) to comply with any applicable U.S. federal, state, local or foreign tax reporting requirements, which shall include information reasonably required for the timely preparation of tax returns and disclosures of such Shareholder (or of any of its Affiliates) (with the Company further agreeing to deliver such information no later than such time as may be reasonably requested by such Shareholder), as well as (2) at the sole expense of such Shareholder, to conduct any audit, investigation, dispute or appeal or any other communication with the United States Internal Revenue Service or any state, local or foreign taxing authority (with the Company further agreeing to retain for so long as may reasonably be required by a Shareholder, any documentation supporting any tax-related information that may have been requested pursuant to this subsection (g);
(h) with respect to the Expedia Shareholder, the additional information set forth on Exhibit B hereto. If the Expedia Shareholder becomes required to account for its investment in the Company using the equity method, the Company agrees to work with the Expedia Shareholder in good faith to provide to the Expedia Shareholder the information the Expedia Shareholder reasonably deems necessary or advisable in order to ensure its compliance with GAAP; and
(ei) such other information relating to the financial condition, financial outlook, cash position, business or corporate affairs of the Company as soon as practicable but such Shareholder may from time to time reasonably request; provided, however, that the Company shall not be obligated under Sections 3.1(f), (g), (h), (i) or any other subsection of Section 3.1 to provide information to any Shareholder that a majority of the Board of Directors, without the participation of any director appointed by the Shareholder seeking such information, reasonably deems in good faith, having taken into account any event within thirty confidentiality agreement or similar obligation by which the Shareholder is bound or will agree to be bound, (30i) days after to be Proprietary Information, which, if provided to the end of each fiscal year of requesting Shareholder, would reasonably be expected to cause the Company, the Shareholder or any of their respective Affiliates to be in violation of any antitrust or competition Law or, in the case of Section 3.1(i) only, would reasonably be expected to cause the Company or its Subsidiaries a statement showing competitive disadvantage as to the number requesting Shareholder or any of shares its Affiliates, or (ii) would adversely affect the attorney-client privilege between the Company and its counsel on the basis that such Shareholder or any of each class and series its Affiliates is adverse to the Company or any of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end its Affiliates in respect of the periodmatter to which the information relates. In the event the Board of Directors makes the determination set forth in the preceding proviso, the Common Stock issuable upon conversion or exercise Chairman of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable theretoBoard of Directors shall (x) provide written notice to the Shareholder of such determination, and the number of shares of issued stock options reasons therefore, and stock options not yet issued but reserved for issuance(y) work in good faith with to agree on acceptable disclosure in accordance with this Section 3.1 based on redacted or otherwise-summarized information, if anyor pursuant to additional undertakings by the Shareholder (including, all in sufficient detail as e.g., to permit provide the recipient information pursuant to calculate their respective percentage equity ownership in the Company.customary “clean team” procedures). The term “Proprietary
Appears in 1 contract
Delivery of Financial Statements. The Company shall, upon request, shall deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):, provided that the Board of Directors has not reasonably determined that such Major Investor is a competitor of the Company:
(a) as soon as practicable, but in any event within ninety one hundred twenty (90120) days after the end of each fiscal year of the CompanyCompany (i) a balance sheet as of the end of such year, an (ii) statements of income statement and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined below) for such year, with an explanation of any material differences between such amounts and a balance sheet schedule as to the sources and applications of the Company funds for such year, and (iii) a statement of stockholders’ equity as of the end of such year, and a statement of cash flows for all such year, such year-end financial reports to be in reasonable detail, 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, and statements audited and certified by independent public accountants of nationally recognized standing selected by the Company; provided, however, the obligation to deliver such financial statements audited and certified shall not apply until fiscal year 2019;
(b) as soon as practicable, but in any event within forty-five thirty (4530) days after the end of each month and each of the first three (3) quarters of each fiscal year of the CompanyCompany respectively, an unaudited statements of income statement, statement of and cash flows for such fiscal quarter month or quarter, as applicable, including comparison of actuals against the Budget (as defined below), and an unaudited balance sheet as of the end of such fiscal month or quarter, as applicable, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) 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 as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to plan;
(d) as soon as practicable, but in any event prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and
within forty-five (e) as soon as practicable but in any event within thirty (3045) days after the end of each quarter 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 recipient 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;
(d) as soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and
(e) such other information relating to the financial condition, capitalization, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Subsection 3.1 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 acceptable to the Company); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. If, for any period, 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 and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 to the contrary, 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 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 Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective. Except as set forth in Subsection 3.3, the information rights set forth in this Subsection 3.1 shall not be terminated with respect to any Major Investor without such Major Investor’s prior written consent.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Sana Biotechnology, Inc.)
Delivery of Financial Statements. The Company shall, upon request, shall deliver -------------------------------- to each Investor (or transferee of an Investor) that and each Holder, so long as each such Holder holds at least 4,000,000 125,000 shares of Registrable Securities (appropriately adjusted subject to appropriate adjustment for any stock splitsplits, dividendstock dividends, combination or combinations and other recapitalization) (a “Major Investor”recapitalizations):
(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ shareholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, 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"), and audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) 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, an unaudited income statement, statement 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 (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);.
(c) 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 for and as of the end of such month, all prepared in accordance with GAAP (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 GAAP) and with a comparison to planreasonable detail;
(d) as soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company;
(e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of -footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the period specified, subject to year-end audit adjustment; and
(ef) as soon as practicable but in any event within thirty (30) days after such other information relating to the end of each fiscal year financial condition, business, prospects or corporate affairs of the Company, a statement showing Company as the number of shares of each class and series of capital stock and securities convertible into Investor or exercisable for shares of capital stock outstanding at the end any assignee of the periodInvestor may from time to time request, provided, however, that the Common Stock issuable upon conversion Company shall not be obligated under this subsection (f) or exercise any other subsection of any outstanding securities convertible Section 2.1 to provide information that it deems in good faith to be a trade secret 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 recipient to calculate their respective percentage equity ownership in the Companysimilar confidential information.
Appears in 1 contract
Samples: Investors' Rights Agreement (Aristotle International Inc)
