Furnishing of Financial Statements and Information. Seller will deliver to Buyer:
(a) as soon as practicable, but in any event within 45 days after the close of each quarterly period, unaudited consolidated balance sheets of Seller and its Subsidiaries as of the end of such period, together with the related consolidated statements of operations and cash flow for such period, setting forth the budgeted figures for such period prepared and submitted in connection with Seller's annual business plan and in comparative form figures for the corresponding quarterly period of the previous fiscal year, all in reasonable detail and certified by an authorized accounting officer of Seller, subject to year-end adjustments;
(b) as soon as practicable, but in any event within 90 days after the end of each fiscal year, a consolidated balance sheet of Seller and its Subsidiaries, as of the end of such fiscal year, together with the related consolidated statements of operations, shareholders' equity and cash flow for such fiscal year, setting forth in comparative form figures for the previous fiscal year, all in reasonable detail and duly certified by Seller's independent public accountants (except for the fiscal year ended 1997, for which certified materials will be supplied as soon as practicable following Closing), which accountants shall have given Seller an opinion, unqualified as to the scope of the audit, regarding such statements;
(c) with reasonable promptness, such other financial data relating to the business, affairs and financial condition of Seller and any Subsidiaries as is available to Seller and as from time to time Buyer may reasonably request; and
(d) at least 20 days prior to the earlier of (i) the execution of any agreement relating to any merger or consolidation of Seller or any of its Subsidiaries with another corporation, or a plan of exchange involving the outstanding capital stock of Seller or any of its Subsidiaries, or the sale, transfer or other disposition of all or substantially all of the property, assets or business of Seller or any of its Subsidiaries to another corporation, or (ii) the holding of any meeting of the shareholders of Seller for the purpose of approving such action, written notice of the terms and conditions of such proposed merger, consolidation, plan of exchange, sale, transfer or other disposition.
Furnishing of Financial Statements and Information. The Company will deliver to each Purchaser and its respective transferees, successors and assigns (together with their respective Affiliates (as defined)) while any Class G Preferred Shares are outstanding (and each recipient that receives such information agrees to keep confidential such information as the Company designates as confidential in writing):
(a) annually, as soon as available, but in any event by the end of each fiscal year, an operating plan and budget for the following year;
(b) as soon as available, but in any event within 45 days after the end of each quarterly accounting period in each fiscal year, unaudited statements of income, operations and cash flows of the Company for such quarterly period and for the period from the beginning of the fiscal year to the end of such quarter, and unaudited balance sheets of the Company as of the end of such quarterly period, setting forth in each case comparisons to the annual operating plan and budget and to the corresponding period in the preceding fiscal year, and all such statements shall be prepared in accordance with GAAP (provided, however, that such statements need not comply with the footnote disclosure requirements of GAAP) and the Company shall forward its 10-Q filings to each Purchaser within 10 days after the 10-Q is filed with the SEC;
(c) as soon as available, but in any event within 90 days after the end of each fiscal year, audited statements of income, operations, retained earnings and cash flows of the Company for such fiscal year and balance sheets of the Company as of the end of such fiscal year, all prepared in accordance with GAAP, all in reasonable detail and duly certified by the Accountants, who shall have given the Company an opinion, unqualified as to the scope of the audit, regarding such statements setting forth in each case comparisons to the annual operating plan and budget of the preceding fiscal year and the Company shall forward its 10-K filings to each Purchaser within 10 days after the 10-K is filed with the SEC;
(d) promptly after the Company learns of the commencement or written threats of the commencement of any material lawsuit, legal or equitable, or of any material administrative, arbitration or other proceeding against the Company or its business, assets or properties, written notice of the nature and extent of such suit or proceeding;
(e) promptly upon transmission thereof, copies of all reports, proxy statements, registration statements and notifications fi...
Furnishing of Financial Statements and Information. The Company will deliver to the Purchaser :
(i) as soon as practicable, but in any event within 90 days after the end of each fiscal year, a consolidated balance sheet of the Company and its Subsidiaries, as of the end of such fiscal year, together with the related consolidated statements of operations, shareholders' equity and cash flow for such fiscal year, setting forth in comparative form figures for the previous fiscal year, all in reasonable detail and duly certified by the Company's independent public accountants, which accountants shall have given the Company an opinion, unqualified as to the scope of the audit, regarding such statements.
(ii) with reasonable promptness, such other financial data relating to the business, affairs and financial condition of the Company and any Subsidiaries as is available to the Company and as from time to time the Purchasers may reasonably request.
Furnishing of Financial Statements and Information. Upon request, the Company will make available to each holder of a Purchased Security:
(a) as soon as practicable, but in any event within 45 days after the close of each fiscal quarter, unaudited consolidated balance sheets of the Company and its Subsidiaries as of the end of such fiscal quarter, together with related unaudited consolidated statements of operations and cash flows for such fiscal quarter, setting forth in comparative form figures for the corresponding fiscal quarter of the previous year, all in reasonable detail and certified by an authorized accounting officer of the Company;
(b) as soon as practicable, but in any event within 90 days after the end of each fiscal year, a consolidated balance sheet of the Company and its Subsidiaries, as of the end of such fiscal year, together with the related consolidated statements of operations, stockholders' equity and cash flow for such fiscal year, setting forth in comparative form figures for the previous fiscal year, all in reasonable detail and duly certified by the Company's independent certified public accountants, which accountants shall have given the Company an opinion, unqualified as to the scope of the audit, regarding such statements;
(c) concurrently with the delivery in each year of the financial statements referred to in paragraph (b) of this Section 8.3, a statement and report signed by the independent certified public accountants who certified such financial statements to the effect that they have read this Agreement and that in the course of the audit of the consolidated financial statements of the Company they became aware of no condition or event which constituted an Event of Default or which, after notice or lapse of time, or both, would constitute an Event of Default, or if such accountants did become aware of any such condition or event, specifying the nature and period of existence thereof;
(d) promptly upon transmission thereof, copies of all reports, proxy statements, registration statements and notifications filed by it with the SEC pursuant to any act administered by the SEC or furnished to shareholders of the Company or to any national securities exchange or market; and
(e) with reasonable promptness, such other financial data relating to the business, affairs and financial condition of any of the Company and the Subsidiaries as is available to the Company and as from time to time any holder of a Purchased Security may reasonably request.
Furnishing of Financial Statements and Information. The Company will deliver to Digi:
(a) as soon as practicable, but in any event within 30 days after the close of each month, unaudited consolidated balance sheets of the Company as of the end of such month, together with the related consolidated statements of operations and cash flow for such month, all in reasonable detail and certified by the principal accounting officer of the Company; and
(b) as soon as practicable, but in any event within 90 days after the end of each fiscal year, a consolidated balance sheet of the Company as of the end of such fiscal year, together with the related consolidated statements of operations, shareholders' equity and cash flow for such fiscal year, all in reasonable detail and duly certified by the Company's independent public accountants, which accountants shall have given the Company an opinion, unqualified as to the scope of the audit, regarding such statements, provided that the audit may contain a qualification regarding the Company's ability to continue as a going concern or any other generally accepted qualifications for a similar ongoing concern; and
(c) concurrently with the delivery in each year of the financial statements referred to in paragraph (b) of this Section 7.3, a statement and report signed by the independent public accountants who certified such financial statements to the effect that they have read this Agreement and that in the course of the audit upon which their certificate was based they became aware of no condition or event which constituted an Event of Default of the Company (as hereinafter defined) or which, after notice or lapse of time or both, would constitute an Event of Default of the Company or if such accountants did become aware of any such condition or event, specifying the nature and period of existence thereof.
(d) with reasonable promptness, such other financial data relating to the business, affairs and financial condition of the Company as is available to the Company and as Digi from time to time may reasonably request.
Furnishing of Financial Statements and Information. The Company will deliver to each Purchaser:
(a) all of the Company's 10-QSB Reports as soon as practicable after the filing of such Reports with the Commission;
(b) all of the Company's 10-KSB Reports as soon as practicable after the filing of such Reports with the Commission;
(c) as soon as practicable after the submission thereof to the Company, copies of all reports and recommendations submitted by independent public accountants in connection with any annual or interim audit of the accounts of the Company or any of its subsidiaries made by such accountants;
(d) as soon as practicable after the transmission thereof, copies of all reports, proxy statements, registration statements and notifications filed by it with the Commission pursuant to any act administered by the Commission or furnished to stockholders of the Company or to any national securities exchange or Nasdaq and, as soon as practicable after the release thereof, copies of all press releases and other information publicly distributed by the Company; and
(e) as soon as practicable, such other financial data relating to the business, affairs and financial condition of the Company and any subsidiaries as is available to the Company and as from time to time the Purchasers may reasonably request.
Furnishing of Financial Statements and Information. The Company will deliver to each Investor that continues to hold Preferred Stock:
(a) within five days of their availability, but in any event within 45 days after the end of the first three quarters in each fiscal year of the Company, the unaudited consolidated balance sheets of the Company and its subsidiaries as of the end of such quarter and the consolidated statements of income and retained earnings and statements of cash flows for such quarter and the portion of the fiscal year then ended of the Company and its subsidiaries, setting forth in comparable form figures for the comparable period of the previous fiscal year; and
(b) within five days of their availability, but in any event within 120 days after the end of each Company fiscal year, the audited consolidated balance sheet of the Company and its subsidiaries, as of the end of such fiscal year, together with the related consolidated statements of income and retained earnings and statements of cash flows for such fiscal year, setting forth in comparative form figures for the previous fiscal year, all in reasonable detail and accompanied by the unqualified reports thereon of independent certified public accountants to the effect that such consolidated financial statements have been prepared in accordance with GAAP and present fairly in all material respects the financial position of the Company and its subsidiaries as of the dates specified and the results of their operations and changes in financial position with respect to the periods specified; and
(c) within five days of their availability, but in any event within 30 days of the end of each month, a summary financial information for such month.
Furnishing of Financial Statements and Information. The Company will deliver to the Investor:
(a) as soon as practicable, but in any event within 30 days after the closing of each month, unaudited consolidated balance sheets of the Company and its subsidiaries as of the end of such month, together with the related consolidated statements of operations and cash flow for such month, setting forth the budgeted figures of such month prepared and submitted in connection with the Company's annual plan as required under Section 4.3 hereof, all in reasonable detail in a form consistent with prior periods and certified by an authorized accounting officer of the Company, subject to year-end adjustments;
(b) as soon as practicable, but in any event within 90 days after the end of each fiscal year, a consolidated balance sheet of the Company and its subsidiaries, as of the end of such fiscal year, together with the related consolidated statements of operations, shareholders' equity and cash flow for such fiscal year, setting forth in comparative form figures for the previous fiscal year, all in reasonable detail and duly certified by the Company's independent public accountants, which accountants shall have given the Company an opinion, unqualified as to the scope of the audit, regarding such statements;
(c) promptly after the submission thereof to the Company, copies of all reports and recommendations submitted by independent public accountants in connection with any annual or interim audit of the accounts of the Company or any of its subsidiaries made by such accountants;
(d) promptly after transmission thereof, copies of all reports, proxy statements, registration statements and notifications filed by it with the
Furnishing of Financial Statements and Information. The company will deliver to the purchaser a consolidated balance sheet within 30 days and other pertinent financial data.
Furnishing of Financial Statements and Information. The Company will deliver to each Investor:
(a) as soon as practicable, but in any event within 30 days after the close of each month, unaudited consolidated balance sheets of the Company and its subsidiaries as of the end of such month, together with the related consolidated statements of operations and cash flow for such month, setting forth the budgeted figures for such month prepared and submitted in connection with the Company's annual plan as required under Section 4.3 hereof, all in reasonable detail in a form consistent with prior periods and certified by an authorized accounting officer of the Company, subject to year-end adjustments;
(b) as soon as practicable, but in any event within 165 days after the end of each fiscal year, a consolidated balance sheet of the Company and its subsidiaries, as of the end of such fiscal year, together with the related consolidated statements of operations, shareholders' equity and cash flow for such fiscal year, setting forth in comparative form figures for the previous fiscal year, all in reasonable detail and duly certified by the Company's independent public accountants, which accountants shall have given the Company an opinion, unqualified as to the scope of the audit, regarding such statements;
