Information and Inspection Rights. The Company covenants and agrees with each Investor that, commencing on the date of this Agreement, for so long as an Investor does not dispose of (by way of sale) more than 30% of the voting, convertible, redeemable Series A preferred shares of the Company (the “Series A Shares”) held by it as at the date of this Agreement and the ordinary shares of the Company (the “Ordinary Shares”) issuable upon conversion of such Series A Shares, the Company shall deliver to that Investor:
(a) audited annual consolidated financial statements, within ninety (90) Business Days after the end of each fiscal year of the Company ending September 30, prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) or International Financial Reporting Standards (“IFRS”) to be determined by the Ordinary Shareholders at their discretion and applied on a consistent basis and audited by a “Big 4” accounting firm of the Company’s choice;
(b) unaudited monthly consolidated financial statements (containing a profit and loss statement, balance sheet and cash flow statement), within thirty (30) Business Days of the end of each month, certified by the Chief Financial Officer or Financial Controller of the Company, which shall contain a reasonably detailed financial reporting in an agreed format setting forth (i) the Company’s actual results, in each case as determined in accordance with U.S. GAAP or IFRS to be determined by the Ordinary Shareholders at their discretion, (ii) target numbers in the consolidated net revenues of the Company (“Consolidated Net Revenues”) as set forth in the Financial Plan (as defined below) then in effect with respect to the relevant month and (iii) target numbers for Consolidated Net Revenues for the following twelve (12)-month period;
(c) an annual consolidated financial and business plan and operating plan and budget for the following fiscal year that has been approved by the Company’s board of directors (the “Board”) including the approval of both Investor Appointed Directors (as defined below) (the “Financial Plan”), within thirty (30) days prior to the end of each fiscal year;
(d) a report comparing the Financial Plan to the annual and monthly financial reports required under Sections 1.1(a) and 1.1(b) to be delivered to the Investor in a format that is reasonably satisfactory to the Investors within a reasonable time after the annual and monthly financial reports are delivered; and
(e) copies of all documents or...
Information and Inspection Rights. The Company shall permit, and shall cause each of its Subsidiaries to permit, the Purchaser, its representatives or any independent auditor or legal counsel appointed by the Purchaser, during normal business hours following reasonable notice by the Purchaser to the Company, to (i) visit and inspect any of the properties of the Company or any of its Subsidiaries, (ii) examine the books of account and records of the Company or any of its Subsidiaries, and (iii) discuss the affairs, finances and accounts of the Company or any of its Subsidiaries with the directors, officers, and management employees of the Company or any of its Subsidiaries.
Information and Inspection Rights. In the case of (x) Sections 7.1(a), 7.1(b) and 7.1(c), for so long as the Investor either (i) meets the 5% Threshold or (ii) both meets the 2.5% Threshold and is an Offtaker, (y) in the case of Section 7.1(d), for so long as the Investor must account for under the equity method under U.S. GAAP, and (z) and in the case of Section 7.1(e), for so long as the Investor or any of its Affiliates is a shareholder of the Corporation, the Corporation shall provide the Investor, its designees and its Representatives with reasonable access upon reasonable notice during normal business hours, to:
(a) provide the Investor, its designees and its Representatives with reasonable access, upon reasonable notice during normal business hours, to the Corporation's and its Subsidiaries' books and records and executive management so that the Investor may conduct reasonable inspections, investigations and audits relating to the Corporation and its Subsidiaries, including as to the internal accounting controls and operations of the Corporation and its Subsidiaries;
(b) allow the Investor, its designees and its Representatives, upon reasonable notice during normal business hours, to conduct a minimum of four (4) site visits per year at the Corporation's and its Subsidiaries' properties;
(c) deliver to Investor, forthwith following receipt thereof, a copy of any notice, letter, correspondence or other communication from a Governmental Entity or any litigation proceedings or filings involving the Corporation, in each case, in respect of the Corporation's potential, actual or alleged material violation of any and all Laws applicable to the business, affairs and operations of the Corporation and its Subsidiaries anywhere in the world, and any responses by the Corporation in respect thereto;
(d) for the quarter ended June 30, 2023 and subsequent reporting periods, deliver to the Investor, as promptly as practicable following the end of each fiscal quarter and fiscal year, an unaudited reconciliation of the Corporation's quarterly publicly issued financial statements with respect to such fiscal quarter and audited reconciliation of the Corporation's annually publicly issued financial statements with respect to such fiscal year to U.S. GAAP, if it was reasonably determined by the Investor in consultation with its auditor, that this information is necessary for the Investor's financial reporting, accounting or tax purposes; and
(e) deliver to Investor, as promptly as practicable, such infor...
Information and Inspection Rights. (a) The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Preferred Holder holds any Preferred Shares, the Company will deliver to such Preferred Holder:
(i) audited annual consolidated financial statements of the Group prepared and delivered by a “Big 4” accounting firm within ninety (90) days after the end of each fiscal year;
(ii) unaudited quarterly consolidated financial statements of the Group within thirty (30) days of the end of each fiscal quarter;
(iii) unaudited monthly consolidated financial statements and individual standard accounts of the Group within fifteen (15) days of the end of each month;
(iv) a monthly management report in the form of Schedule 9 hereto within 20 days after the end of each month;
(v) an annual budget for the Group within thirty (30) days prior to the end of each fiscal year;
(vi) copies of all documents or other information sent to any Shareholder;
(vii) upon the written request by the Preferred Holder, such other information as the Preferred Holder shall reasonably request within seven (7) days following receipt by the Company of notice from the Preferred Holder requesting such information, unless the Company demonstrates to the reasonable satisfaction of the Preferred Holder that more than seven (7) days is required to produce such information, in which case, within a reasonable period of time following receipt of such notice from the Preferred Holder; provided, that the Preferred Holder agrees to keep confidential any information so obtained and that the Preferred Holder may be excluded from access to any material, records or other information if the Company is restricted from making such disclosure in accordance with applicable laws or pursuant to a bona fide agreement with a third party or if such disclosure will jeopardize any attorney-client privilege of the Company;
(viii) full details of any progress in the Company planned initial public offering involving all or part of the Group’s business;
(ix) prompt notification of any withdrawal of any loan or credit facility of any Group Member in the ordinary course of business but exceeding $5,000,000 or loan or credit facility of any Group Member not occurring in the ordinary course of business and such Group Member’s efforts to restore the foregoing withdrawn loan or credit facility;
(x) prompt notification of any material litigation or any circumstance that would reasonably likely to give rise to any material litigation...
Information and Inspection Rights. The rights of an Investor under Section 1 hereof may be assigned only to a party who acquires from an Investor (or an Investor’s permitted assigns) the number of shares of Preferred Stock and/or an equivalent number (on an as-converted basis) of shares of Conversion Stock that is required in order to be entitled to information or inspection rights under Section 1.1 or 1.2 hereof, respectively.
Information and Inspection Rights. 2.1 Information and Inspection Rights Prior to a Qualified IPO.
Information and Inspection Rights. The Company shall furnish to each Stockholder that, together with its Affiliates, owns at least 5% of the outstanding Common Shares such information regarding the business, affairs, prospects and financial condition of the Company and its Subsidiaries as such Stockholder may reasonably request and shall permit such Stockholder or any of its designated representatives to examine the books and records of the Company and its Subsidiaries (and to make copies thereof and extracts therefrom), and to inspect their respective facilities.
Information and Inspection Rights. The Company shall deliver to each Purchaser that owns at least ___ shares(7) of Class B Stock on a Fully-Diluted Basis (each such Purchaser, an "Inspecting Purchaser") (i) annual audited consolidated balance sheets and the related statements of income and cash flows (or the equivalent) within 60 days after the end of each fiscal year; (ii) unaudited quarterly -------- (7) Number to represent 25% of shares of Class B Stock and Exchangeable Shares issued to each Purchaser in the merger (e.g., 9.375 of 37.5 shares). consolidated balance sheets, related statements of income and cash flows and any other statements routinely prepared and delivered to the Board (the "Unaudited Financials") within 30 days of the end of each fiscal quarter; (iii) monthly Unaudited Financials within 30 days of the end of each month; and (iv) the Annual Operating Budget within 60 days prior to the end of each fiscal year. Each Inspecting Purchaser and its respective agents shall be entitled, during normal business hours, to inspect all of the facilities, properties, books, records, contracts and commitments of the Company and its Subsidiaries and the Company shall make its officers available to the Purchasers and their respective agents, as such may reasonably request from time to time. In addition, the Company shall deliver to each Purchaser copies of the Company's Forms 10-K, 10-Q, 8-K (as filed with the SEC), annual reports to shareholders of the Company and any other schedules, registrations or other statements, forms or reports promptly after such documents are filed with the SEC. The Company shall file all reports required to be filed by it under the Securities Act and the Securities Exchange Act and the rules and regulations adopted by the SEC thereunder.
Information and Inspection Rights. 2.1.1 The Company shall, and shall cause its Subsidiaries to, keep adequate records and books of account with respect to their business activities in which proper entries, reflecting all their financial transactions, are made in accordance with US generally accepted accounting principles (“US GAAP”).
2.1.2 The Company shall provide to any Holder, owning 5% of the voting power underlying the Registrable Securities or more who shall have provided the Company a written request:
2.1.2.1 unaudited management prepared financial statements for the Company for the periods ending March 31st, June 30th, September 30th and December 31st within 28 days following the end of each quarter to which they relate (“Quarterly Unaudited Financial Statements”);
2.1.2.2 annual audited accounts for the Company within 135 days from the end of the Company’s previous financial year (“Annual Audited Financial Statements”) prepared in accordance with US GAAP, in the English language and translated into dollars by an accounting firm which is associated with or is the correspondent of a firm of internationally reputable auditors; and
2.1.2.3 annually, budgets and cash flow forecasts within 30 days after the end of the previous financial year.
2.1.3 The Parties shall procure that the Company shall permit any Holder, owning 5% of the voting power underlying the Registrable Securities or more, who shall have provided the Company a written request to, at reasonable times and intervals visit and inspect the Company and its Subsidiaries’ facilities, to discuss matters with officers of the Company and its outside accountants, and to request such other information concerning the Company and its Subsidiaries as may be necessary to assess the financial status and operations of the Company and its Subsidiaries.
2.1.4 The information and inspection rights provided in this Section 2.1 shall terminate upon the closing of the initial public offering of the Class A Shares of the Company (or American depositary shares in respect thereof) in a firm commitment underwriting and a concurrent listing of such securities on the NYSE, Nasdaq, any market of the London Stock Exchange plc or any other exchange approved by the Board of Directors of the Company.
Information and Inspection Rights. The Company covenants and agrees that, commencing on the date of this Agreement, for so long as an Investor holds any Class A Ordinary Shares, series A preferred shares, par value of US$0.0001 per share, of the Company (the “Series A Preferred Shares”), series B preferred shares, par value of US$0.0001 per share, of the Company (the “Series B Preferred Shares”), series C preferred shares, par value of US$0.0001 per share, of the Company (the “Series C Preferred Shares”), series C-1 preferred shares, par value of US$0.0001 per share, of the Company (the “Series C-1 Preferred Shares”), series C-2 preferred shares, par value of US$0.0001 per share, of the Company (the “Series C-2 Preferred Shares”), series C-3 preferred shares, par value of US$0.0001 per share, of the Company (the “Series C-3 Preferred Shares”), series D preferred shares, par value of US$0.0001 per share, of the Company (the “Series D Preferred Shares”), series E preferred shares, par value of US$0.0001 per share, of the Company (the “Series E Preferred Shares”), series E-1 preferred shares, par value of US$0.0001 per share, of the Company (the “Series E-1 Preferred Shares”) or series E-2 preferred shares, par value of US$0.0001 per share, of the Company (the “Series E-2 Preferred Shares”, together with the Series E Preferred Shares and the Series E-1 Preferred Shares, the “Series E Shares”), series F preferred shares, par value of US$0.0001 per share, of the Company (the “Series F Preferred Shares”), series F+ preferred shares, par value of US$0.0001 per share, of the Company (the “Series F+ Preferred Shares”, together with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series C-1 Preferred Shares, Series C-2 Preferred Shares, Series C-3 Preferred Shares, Series D Preferred Shares, Series E Shares and Series F Preferred Shares, the “Preferred Shares”; together with the Ordinary Shares, Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series C-1 Preferred Shares, Series C-2 Preferred Shares, Series C-3 Preferred Shares, Series D Preferred Shares, Series E Shares, Series F Preferred Shares and any other shares in the capital of the Company, the “Shares” and each a “Share”), the Company shall deliver to such Investor: (a) as soon as practicable, but in any event within thirty (30) days after the end of each fiscal year, unaudited annual consolidated financial statements of the Group Companies;
