Common use of Information and Inspection Rights Clause in Contracts

Information and Inspection Rights. (i) For so long as the Purchaser, together with its Affiliates, collectively, beneficially own at least the Minimum Shares, the Company shall provide the Purchaser with the following information: A. to the extent and for so long as the Company is required by law or pursuant to the terms of any outstanding indebtedness of the Company to prepare such reports, any annual reports, quarterly reports and other periodic reports pursuant to Section 13 or 15(d) of the Exchange Act actually prepared by the Company as soon as available (provided, that any such reports shall be deemed to have been provided when such reports are publicly available via the SEC’s XXXXX system or any successor to the XXXXX system); and B. unaudited quarterly (within forty-five (45) days of the end of each quarter or, if not then available, as soon as available thereafter) and audited (by a nationally recognized accounting firm) annual (within ninety (90) days of the end of each year or, if not then available, as soon as available thereafter) financial statements prepared in accordance with GAAP, which statements shall include: a. the consolidated balance sheets of the Company and its Subsidiaries and the related consolidated statements of income, shareholders’ equity (with respect to annual reports only) and cash flows; b. a comparison to the corresponding data for the corresponding periods of the previous fiscal year; and c. a narrative descriptive report of the operations of the Company and its Subsidiaries in the form and to the extent prepared for presentation to senior management of the Company for the applicable period and for the period from the beginning of the then current fiscal year to the end of such period. Notwithstanding the foregoing, for so long as the Company is current in providing the reports required by clause (A) above, it shall not be required to comply with this clause (B). C. the Company’s annual budget for the next fiscal year (as soon as available and in any event at the same time as it is delivered to the Company’s Board of Directors); and D. semi-annual reports regarding the Company’s execution of its budget for the current fiscal year (as soon as available and in any event at the same time as it is delivered to the Company’s Board of Directors). (ii) Except as required pursuant to applicable legal, regulatory, governmental or administrative process or proceeding or agreed to by the Company, the Purchaser agrees, and any representative of the Purchaser will agree, to hold in confidence and trust and not use or disclose any confidential information provided to or learned by it in connection with its rights under this Section 6(b), to not use such information for any purpose other than to assess its investment in the Company, and to not make any trades in the Company’s securities based on such confidential information. Confidential information does not include, however, information which (a) is or becomes generally available to the public other than as a result of disclosure by the Purchaser or its representatives, (b) was available to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) becomes available to the Purchaser on a non-confidential basis from a third party without any known breach of a confidentiality obligation to the Company or (d) is or was independently developed by the Purchaser without use of or reference to the Company’s confidential information. (iii) All obligations of the Company pursuant to this Section 6(b) shall terminate upon the first to occur of: (1) such time as the Purchaser, together with its Affiliates, collectively, do not beneficially own at least the Minimum Shares regardless of whether the Purchaser, together with its Affiliates, collectively, subsequently reacquire a sufficient number of shares to beneficially own at least the Minimum Shares, (2) the Company sells all or substantially all of its assets, (3) any Person or “group” (as such term is used in Section 13 of the Exchange Act), directly or indirectly, beneficially owns 50% or more of the total outstanding voting power of the Company’s capital stock, (4) the Company consummates any merger, consolidation or similar transaction unless immediately following the consummation of such transaction the stockholders of the Company immediately prior to the consummation of such transaction continue to hold more than 50% of all of the outstanding Common Stock or other securities entitled to vote for the election of directors of the surviving or resulting entity in such transaction, or (5) the Purchaser, in its sole discretion, irrevocably waives and terminates all of its rights under this Section 6(b). (iv) The rights granted to the Purchaser under this Section 6(b) may not be assigned.

Information and Inspection Rights. 7.1 The Company shall deliver to each of the Investors (iincluding any Permitted Transferee of each of the Investors) For so long as the Purchaser, together with its Affiliates, collectively, beneficially own at least the Minimum Shares, the Company shall provide the Purchaser with the following information: A. to the extent and for so long as the Company is required by law or pursuant to the terms of any outstanding indebtedness of the Company to prepare such reports, any annual reports, quarterly reports and other periodic reports pursuant to Section 13 or 15(dInvestors hold no less than fifty-one percent (51%) of the Exchange Act actually prepared by the Company as soon as available total issued and outstanding Series A Preferred Shares: (provideda) on a monthly basis, that any such reports shall be deemed to have been provided when such reports are publicly available via the SEC’s XXXXX system or any successor to the XXXXX system); and B. unaudited quarterly within thirty (within forty-five (4530) calendar days of after the end of each quarter ormonth: (i) management accounts prepared according to principles agreed to with the Investors; and (ii) a report on any material developments on the Company's operations or financial condition. The Company shall procure the Chief Executive Officer and members of the Management Team to be available to discuss such management accounts and report with the Investors or the Investor Directors by teleconference on such notice as may be specified by the Investor Directors; (b) on an annual basis, if not then available, as soon as available thereafter) and audited (by a nationally recognized accounting firm) annual (within ninety (90) calendar days of after the end of each year or, if not then available, as soon as available thereafterfinancial year: (i) audited financial statements prepared in accordance with GAAPIFRS, which statements shall include:with the auditor's report, letter from the management of the Company, and other communication between the auditor and the Company, and (ii) a report on business operations during the financial year, including matters that may have a material adverse effect on the Company's operations and financial condition, unless such report has already been provided to the Board of the Company; a. (c) at least thirty (30) calendar days before the consolidated balance sheets beginning of each financial year, a draft annual budget to be reviewed by the Investors; (d) thirty (30) calendar days advance notice of general meetings of shareholders and of meetings of the Board, with the relevant agenda and minutes, (ii) prompt notice of any material litigation, material judgment against the Company, and any other event that may have a Material Adverse Effect on the Business or Condition of the Group (iii) prompt written notice of any notice from any regulatory or governmental authority of the Company's or any of its Subsidiaries' non-compliance with any regulation, and (iv) prompt written notice of any material change in the nature or scope of the Company's or any of its Subsidiaries' operations; and (e) such other information relating to the financial condition, business or corporate affairs of the Company and its Subsidiaries and as the related consolidated statements of incomeInvestors may from time to time reasonably request, shareholders’ equity (with respect to annual reports only) and cash flows; b. a comparison to the corresponding data for the corresponding periods of the previous fiscal year; and c. a narrative descriptive report of the operations of provided, however, the Company and its Subsidiaries in the form and to the extent prepared for presentation to senior management of the Company for the applicable period and for the period from the beginning of the then current fiscal year to the end of such period. Notwithstanding the foregoing, for so long as the Company is current in providing the reports required by clause (A) above, it shall not be required to comply with this clause (B). C. the Company’s annual budget for the next fiscal year (as soon as available and in any event at the same time as it is delivered to the Company’s Board of Directors); and D. semi-annual reports regarding the Company’s execution of its budget for the current fiscal year (as soon as available and in any event at the same time as it is delivered to the Company’s Board of Directors). (ii) Except as required pursuant to applicable legal, regulatory, governmental or administrative process or proceeding or agreed to by the Company, the Purchaser agrees, and any representative of the Purchaser will agree, to hold in confidence and trust and not use or disclose any confidential information provided to or learned by it in connection with its rights obligated under this Section 6(b), 7.1 to not use such provide information for any purpose other than that it deems in good faith to assess its investment in the Company, and to not make any trades in the Company’s securities based on such confidential information. Confidential information does not include, however, information which (a) is be a trade secret or becomes generally available to the public other than as a result of disclosure by the Purchaser or its representatives, (b) was available to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) becomes available to the Purchaser on a non-confidential basis from a third party without any known breach of a confidentiality obligation to the Company or (d) is or was independently developed by the Purchaser without use of or reference to the Company’s similar confidential information. 7.2 The Company shall permit the Shareholders (iii) All obligations including their authorized representatives), at all reasonable times during normal business hours and as often as may be reasonably requested and upon reasonable advance written notice, to visit and inspect the Company's and any of its Subsidiaries' properties, at such Shareholder's expenses, to examine its books of account and records and to discuss the Company's and any of its Subsidiaries' affairs, finances and accounts with its officers, directors and auditors; provided, however, the Company pursuant shall not be obligated to this Section 6(b) shall terminate upon the first provide access to occur of: (1) such time as the Purchaser, together with its Affiliates, collectively, do not beneficially own at least the Minimum Shares regardless of whether the Purchaser, together with its Affiliates, collectively, subsequently reacquire a sufficient number of shares any information which it reasonably considers to beneficially own at least the Minimum Shares, (2) the Company sells all or substantially all of its assets, (3) any Person or “group” (as such term is used in Section 13 of the Exchange Act), directly or indirectly, beneficially owns 50% or more of the total outstanding voting power of the Company’s capital stock, (4) the Company consummates any merger, consolidation be trade secret or similar transaction unless immediately following confidential information, and provided further that no such inspection, examination or inquiry, the consummation failure to conduct same, nor any knowledge of any Investor, including without limitation, any knowledge obtained by such transaction Shareholder in connection with any such inspection, investigation or inquiry, shall constitute a waiver of any rights the stockholders of the Company immediately prior to the consummation of such transaction continue to hold more than 50% of all of the outstanding Common Stock Shareholder may have under any representation, warranty, covenant, term or other securities entitled to vote for the election of directors of the surviving or resulting entity in such transaction, or (5) the Purchaser, in its sole discretion, irrevocably waives and terminates all of its rights agreement under this Section 6(b)Agreement or the Subscription Agreement. (iv) The rights granted to the Purchaser under this Section 6(b) may not be assigned.

Information and Inspection Rights. (ia) For so long as Subject to Section 5.11(c) below, following the Purchaser, together with its Affiliates, collectively, beneficially own at least the Minimum SharesClosing Date, the Company shall provide the Purchaser will, and will cause each Subsidiary to, (a) maintain a standard system of accounting, established and administered in accordance with the following information: A. GAAP, (b) prepare all of its financial statements in accordance with GAAP, except that interim financial statements may lack footnotes normally contained therein and will be subject to normal year-end audit adjustments, and (c) furnish to the extent Investor and each of the Investor’s successors, assigns and transferees if and for so long as such person or entity holds Securities: (i) within 90 days after the end of each fiscal year of the Company, an audited consolidated balance sheet of the Company as of the end of such fiscal year and the related audited statements of income, stockholders’ equity and cash flows for the fiscal year then ended, prepared in accordance with GAAP and certified by a firm of independent public accountants; (ii) within 45 days after the end of each fiscal quarter of the Company, an unaudited consolidated balance sheet of the Company as of the end of such fiscal quarter and the related unaudited statements of income, and cash flows for the fiscal quarter then ended, prepared in accordance with GAAP and certified by the Chief Financial Officer of the Company; (iii) promptly, following its receipt, delivery or other notice thereof, as the case may be (A) copies of pleadings or other written notice of any claim or litigation, pending or threatened, by or against the Company or any Subsidiary, (B) notice of any breach of or default under any material contract or commitment of the Company or any Subsidiary, or (C) the occurrence of an event which may reasonably be expected to cause a Material Adverse Effect; (iv) not less than 30 days prior to the commencement of each fiscal year, an annual business plan, including a budget and detailed financial projections for the Company and the Subsidiaries, for each quarter during such period, all in reasonable detail, together with underlying assumptions and approved by a majority of the Board of Directors; (v) with reasonable promptness, such other notices, information and data as the Company’s Board or Directors in its reasonable good faith judgment, deems material to its business or operations; (vi) copies of any documents or data furnished to the Company’s shareholders regarding the Company or its affairs, simultaneously with the furnishing of such documents or data to such shareholders; and (vii) any other information reasonably requested by any such holder. (b) Subject to Section 5.11(c) below, the Company will permit any holder of Securities, its employees, counsel and other authorized representatives, to visit and inspect any of the properties of the Company or any Subsidiary, including their respective books of account and other records (and make copies thereof and take extracts therefrom), and to discuss the Company’s and the Subsidiaries’ affairs, finances and accounts with the Company’s and the Subsidiaries’ officers, key employees and independent public accountants, all at such reasonable times during normal business hours and as often as such Person may reasonably request, upon reasonable prior notice to the Company. (c) The rights of holders of Securities set forth in Sections 5.11(a) and (b) above shall be suspended during any period that the Company is required by law or pursuant subject to and in compliance with the terms reporting requirements of any outstanding indebtedness of the Company to prepare such reports, any annual reports, quarterly reports and other periodic reports pursuant to Section 13 13(a) or 15(d) of the Exchange Act actually prepared by the Company as soon as available (provided, that any such reports shall be deemed to have been provided when such reports are publicly available via the SEC’s XXXXX system or any successor to the XXXXX system); and B. unaudited quarterly (within forty-five (45) days of the end of each quarter or, if not then available, as soon as available thereafter) and audited (by a nationally recognized accounting firm) annual (within ninety (90) days of the end of each year or, if not then available, as soon as available thereafter) financial statements prepared in accordance with GAAP, which statements shall include: a. the consolidated balance sheets of the Company and its Subsidiaries and the related consolidated statements of income, shareholders’ equity (with respect to annual reports only) and cash flows; b. a comparison to the corresponding data for the corresponding periods of the previous fiscal year; and c. a narrative descriptive report of the operations of the Company and its Subsidiaries in the form and to the extent prepared for presentation to senior management of the Company for the applicable period and for the period from the beginning of the then current fiscal year to the end of such period. Notwithstanding the foregoing, for so long as the Company is current in providing the reports required by clause (A) above, it shall not be required to comply with this clause (B)Act. C. the Company’s annual budget for the next fiscal year (as soon as available and in any event at the same time as it is delivered to the Company’s Board of Directors); and D. semi-annual reports regarding the Company’s execution of its budget for the current fiscal year (as soon as available and in any event at the same time as it is delivered to the Company’s Board of Directors). (ii) Except as required pursuant to applicable legal, regulatory, governmental or administrative process or proceeding or agreed to by the Company, the Purchaser agrees, and any representative of the Purchaser will agree, to hold in confidence and trust and not use or disclose any confidential information provided to or learned by it in connection with its rights under this Section 6(b), to not use such information for any purpose other than to assess its investment in the Company, and to not make any trades in the Company’s securities based on such confidential information. Confidential information does not include, however, information which (a) is or becomes generally available to the public other than as a result of disclosure by the Purchaser or its representatives, (b) was available to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) becomes available to the Purchaser on a non-confidential basis from a third party without any known breach of a confidentiality obligation to the Company or (d) is or was independently developed by the Purchaser without use of or reference to the Company’s confidential information. (iii) All obligations of the Company pursuant to this Section 6(b) shall terminate upon the first to occur of: (1) such time as the Purchaser, together with its Affiliates, collectively, do not beneficially own at least the Minimum Shares regardless of whether the Purchaser, together with its Affiliates, collectively, subsequently reacquire a sufficient number of shares to beneficially own at least the Minimum Shares, (2) the Company sells all or substantially all of its assets, (3) any Person or “group” (as such term is used in Section 13 of the Exchange Act), directly or indirectly, beneficially owns 50% or more of the total outstanding voting power of the Company’s capital stock, (4) the Company consummates any merger, consolidation or similar transaction unless immediately following the consummation of such transaction the stockholders of the Company immediately prior to the consummation of such transaction continue to hold more than 50% of all of the outstanding Common Stock or other securities entitled to vote for the election of directors of the surviving or resulting entity in such transaction, or (5) the Purchaser, in its sole discretion, irrevocably waives and terminates all of its rights under this Section 6(b). (iv) The rights granted to the Purchaser under this Section 6(b) may not be assigned.

Information and Inspection Rights. (i) For so long as Following the Purchaser, together with its Affiliates, collectively, beneficially own at least the Minimum Sharesinitial Funding Date, the Company shall provide the will (a) maintain a standard system of accounting, established and administered in accordance with GAAP, (b) prepare all of its financial statements in accordance with GAAP, except that interim financial statements may lack footnotes normally contained therein and will be subject to normal year-end audit adjustments, and (c) furnish to each Purchaser with the following information: A. to the extent and each such Purchaser’s successors, assigns and transferees if and for so long as such person or entity holds shares of Series A Preferred Stock and/or Underlying Common Stock: (a) within 90 days alter the end of each fiscal year of the Company, an audited balance sheet of the Company as of the end of such fiscal year and the related audited statements of income, stockholders’ equity and cash flows for the fiscal year then ended, prepared in accordance with GAAP and certified by a firm of independent public accountants selected by the Board; (b) within 45 days alter the end of each fiscal quarter of the Company, an unaudited balance sheet of the Company as of the end of such fiscal quarter and the related unaudited statements of income, and cash flows for the fiscal quarter then ended, prepared in accordance with GAAP and certified by the Chief Financial Officer of the Company; (c) promptly, following its receipt, delivery or other notice thereof, as the case may be (A) copies of pleadings or other written notice of any claim or litigation, pending or threatened, by or against the Company, (B) notice of any breach of or default under any material contract or commitment of the Company’s, or (C) the occurrence of an event which may reasonably be expected to cause a Material Adverse Effect; (d) with reasonable promptness, such other notices, information and data (A) as the Company delivers to the holders of its Common Stock, or (B) as the Company’s Board in its reasonable good faith judgment, deems material to its business or operations; and (e) any other information reasonably requested by any such holder. (ii) The Company will permit any holder of Series A Preferred Stock and/or Underlying Common Stock, its employees, counsel and other authorized representatives, to visit and inspect any of the properties of the Company, including their respective books of account and other records (and make copies thereof and take extracts therefrom), and to discuss the Company’s affairs, finances and accounts with the Company’s officers, key employees and independent public accountants, all at such reasonable times during normal business hours and as often as such Person may reasonably request, upon reasonable prior notice to the Company. (iii) The rights of holders of Series A Preferred Stock and/or Underlying Common Stock set forth in Sections 4D(a) and (b) above shall be suspended during any period that the Company is required by law or pursuant subject to and in compliance with the terms reporting requirements of any outstanding indebtedness of the Company to prepare such reports, any annual reports, quarterly reports and other periodic reports pursuant to Section 13 13(a) or 15(d) of the Exchange Act actually prepared by the Company as soon as available (provided, that any such reports shall be deemed to have been provided when such reports are publicly available via the SEC’s XXXXX system or any successor to the XXXXX system); and B. unaudited quarterly (within forty-five (45) days of the end of each quarter or, if not then available, as soon as available thereafter) and audited (by a nationally recognized accounting firm) annual (within ninety (90) days of the end of each year or, if not then available, as soon as available thereafter) financial statements prepared in accordance with GAAP, which statements shall include: a. the consolidated balance sheets of the Company and its Subsidiaries and the related consolidated statements of income, shareholders’ equity (with respect to annual reports only) and cash flows; b. a comparison to the corresponding data for the corresponding periods of the previous fiscal year; and c. a narrative descriptive report of the operations of the Company and its Subsidiaries in the form and to the extent prepared for presentation to senior management of the Company for the applicable period and for the period from the beginning of the then current fiscal year to the end of such period. Notwithstanding the foregoing, for so long as the Company is current in providing the reports required by clause (A) above, it shall not be required to comply with this clause (B). C. the Company’s annual budget for the next fiscal year (as soon as available and in any event at the same time as it is delivered to the Company’s Board of Directors); and D. semi-annual reports regarding the Company’s execution of its budget for the current fiscal year (as soon as available and in any event at the same time as it is delivered to the Company’s Board of Directors). (ii) Except as required pursuant to applicable legal, regulatory, governmental or administrative process or proceeding or agreed to by the Company, the Purchaser agrees, and any representative of the Purchaser will agree, to hold in confidence and trust and not use or disclose any confidential information provided to or learned by it in connection with its rights under this Section 6(b), to not use such information for any purpose other than to assess its investment in the Company, and to not make any trades in the Company’s securities based on such confidential information. Confidential information does not include, however, information which (a) is or becomes generally available to the public other than as a result of disclosure by the Purchaser or its representatives, (b) was available to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) becomes available to the Purchaser on a non-confidential basis from a third party without any known breach of a confidentiality obligation to the Company or (d) is or was independently developed by the Purchaser without use of or reference to the Company’s confidential information. (iii) All obligations of the Company pursuant to this Section 6(b) shall terminate upon the first to occur of: (1) such time as the Purchaser, together with its Affiliates, collectively, do not beneficially own at least the Minimum Shares regardless of whether the Purchaser, together with its Affiliates, collectively, subsequently reacquire a sufficient number of shares to beneficially own at least the Minimum Shares, (2) the Company sells all or substantially all of its assets, (3) any Person or “group” (as such term is used in Section 13 of the Securities Exchange Act), directly or indirectly, beneficially owns 50% or more of the total outstanding voting power of the Company’s capital stock, (4) the Company consummates any merger, consolidation or similar transaction unless immediately following the consummation of such transaction the stockholders of the Company immediately prior to the consummation of such transaction continue to hold more than 50% of all of the outstanding Common Stock or other securities entitled to vote for the election of directors of the surviving or resulting entity in such transaction, or (5) the Purchaser, in its sole discretion, irrevocably waives and terminates all of its rights under this Section 6(b). (iv) The rights granted to the Purchaser under this Section 6(b) may not be assigned.