Common use of Information Concerning the Borrowers Clause in Contracts

Information Concerning the Borrowers. (a) The Parent shall deliver to the Bank: (i) as soon as they become available but in any event within 180 (one hundred and eighty) days after the end of each of its financial years its audited consolidated and unconsolidated annual report, balance sheet, profit and loss account and auditors report for that financial year together with a Compliance Certificate as set out in Schedule D.2 signed by two directors reported on by reputable independent auditors confirming compliance with the financial covenants pursuant to Article 6.07 and with evidence of such compliance and related calculations; and (ii) as soon as they become publicly available but in any event within 120 days after the end of each of the relevant accounting periods its interim consolidated and unconsolidated semi-annual report, balance sheet and profit and loss account for the first half-year of each of its financial years together with a Compliance Certificate as set out in Schedule D.2 signed by two directors confirming compliance with the financial covenants pursuant to Article 6.07 and with evidence of such compliance and related calculations; (iii) as soon as Completion occurs, a certificate signed by a director of the Parent certifying that the “Cyberonics Merger Effective Time” (as such term is defined in the Transaction Agreement) has occurred in accordance with the Transaction Agreement; and (iv) from time to time, such further information on its general financial situation as the Bank may reasonably require or such certificates of compliance with the undertakings of Article 6 as the Bank may deem necessary; and (b) Each of the Borrowers shall inform the Bank immediately of: (i) any material alteration to its by-laws or memorandum and articles of association or shareholding structure and of any change of ownership of 5% or more of its shares after the Effective Date, other than in accordance with Article I (The Mergers) and Article II (Effect of the Merger on Capital Stock) of the Transaction Agreement; (ii) any fact which obliges it to prepay any financial indebtedness or any European Union funding; (iii) any event or decision that constitutes or may result in a Prepayment Event;

Information Concerning the Borrowers. (a) The Parent shall deliver to the Bank: (i) as soon as they become available but in any event within 180 (one hundred and eighty) days after the end of each of its financial years its audited consolidated and unconsolidated annual report, balance sheet, profit and loss account and auditors report for that financial year together with a Compliance Certificate as set out in Schedule D.2 0.2 signed by two directors reported on by reputable independent auditors confirming compliance with the financial covenants pursuant to Article 6.07 and with evidence of such compliance and related calculations; and (ii) as soon as they become publicly available but in any event within 120 days after the end of each of the relevant accounting periods its interim consolidated and unconsolidated semi-annual report, balance sheet and profit and loss account for the first half-year of each of its financial years together with a Compliance Certificate as set out in Schedule D.2 signed by two directors confirming compliance with the financial covenants pursuant to Article 6.07 and with evidence of such compliance and related calculations; (iii) as soon as Completion occurs, a certificate signed by a director of the Parent certifying that the “Cyberonics Merger Effective Time” (as such term is defined in the Transaction Agreement) has occurred in accordance with the Transaction Agreement; and (iv) from time to time, such further information on its general financial situation as the Bank may reasonably require or such certificates of compliance with the undertakings of Article 6 as the Bank may deem necessary; and (b) Each of the Borrowers shall inform the Bank immediately of: (i) any material alteration to its by-laws or memorandum and articles of association or shareholding structure and of any change of ownership of 5% or more of its shares after the Effective Date, other than in accordance with Article I (The Mergers) and Article II (Effect of the Merger on Capital Stock) of the Transaction Agreement; (ii) any fact which obliges it to prepay any financial indebtedness or any European Union funding; (iii) any event or decision that constitutes or may result in a Prepayment Event;

Information Concerning the Borrowers. (a) The Parent shall deliver to the Bank: (i) as soon as they become available but in any event within 180 (one hundred and eighty) days after the end of each of its financial years its audited consolidated and unconsolidated annual report, balance sheet, profit and loss account and auditors report for that financial year together with a Compliance Certificate as set out in Schedule D.2 signed by two directors the Chief Executive Officer reported on by reputable independent auditors confirming compliance with the financial covenants pursuant to Article 6.07 and with evidence of such compliance and related calculations; and; (ii) as soon as they become publicly available but in any event within 120 (one hundred and twenty) days after the end of each of the relevant accounting periods its interim consolidated and unconsolidated semi-annual report, balance sheet and profit and loss account for the first half-year of each of its financial years together with a Compliance Certificate as set out in Schedule D.2 signed by two directors the Chief Executive Officer confirming compliance with the financial covenants pursuant to Article 6.07 and with evidence of such compliance and related calculations; (iii) as soon as Completion occurs, a certificate signed by a director of the Parent certifying that the “Cyberonics Merger Effective Time” (as such term is defined in the Transaction Agreement) has occurred in accordance with the Transaction Agreement; and (iv) from time to time, such further information on its general financial situation as the Bank may reasonably require or such certificates of compliance with the undertakings of Article 6 as the Bank may deem necessary; and (iv) any such information or further document concerning customer due diligence matters of or for the Borrowers as the Bank may reasonably require within a reasonable time, and (b) Each of the Borrowers shall inform the Bank immediately of: (i) any material alteration to its by-laws or memorandum and articles of association or shareholding structure and of any change of ownership of 5% (five per cent) or more of its shares after the Effective Date, other than in accordance with Article I (The Mergers) and Article II (Effect date of the Merger on Capital Stock) of the Transaction Agreementthis Contract; (ii) any fact which obliges it to prepay any financial indebtedness or any European Union funding; (iii) any event or decision that constitutes or may result in a Prepayment Event; (iv) any intention on its part to grant any security over any of its assets in favour of a third party; (v) any intention on its part to relinquish ownership of any material component of the Project; (vi) any fact or event that is reasonably likely to prevent the substantial fulfilment of any obligation of the Borrowers under this Contract; (vii) any event listed in Article 10.01 having occurred or being threatened or anticipated; (viii) any investigations concerning the integrity of the members of any of the Borrowers' Board of Directors or other administrative body or managers; (ix) to the extent permitted by law, any material litigation, arbitration, administrative proceedings or investigation carried out by a court, administration or similar public authority, which, to the best of its knowledge and belief, is current, imminent or pending against any Borrower or any of their controlling entities or members of any of the Borrowers' management bodies in connection with Illegal Activities related to the Loan or the Project; (x) any measure taken by the Borrowers pursuant to Article 6.05(f) of this Contract; and (xi) any litigation, arbitration or administrative proceedings or investigation which is current, threatened or pending and which might if adversely determined result in a Material Adverse Change.

Information Concerning the Borrowers. (a) The Parent shall deliver to the Bank: (i) as soon as they become available but in any event within 180 (one hundred and eighty) days after the end of each of its financial years its audited consolidated and unconsolidated annual report, balance sheet, profit and loss account and auditors report for that financial year together with a Compliance Certificate as set out in Schedule D.2 signed by two directors reported on by reputable independent auditors confirming compliance and prepared in accordance with the financial covenants pursuant to Article 6.07 and with evidence of such compliance and related calculationsrequirements set out in the “Compliance Certificate” section in Schedule E; and40 (ii) as soon as they become publicly available but in any event within 120 90 (ninety) days after the end of each of the relevant accounting periods its interim consolidated and unconsolidated semi-annual report, balance sheet and profit and loss account for the first half-year of each of its financial years together with a Compliance Certificate as set out in Schedule D.2 signed by two directors confirming compliance and prepared in accordance with the financial covenants pursuant to Article 6.07 and with evidence of such compliance and related calculationsrequirements set out in the “Compliance Certificate” section in Schedule E; (iii) as soon as Completion occurs, a certificate signed all material documents dispatched by a director of the Parent certifying that to its shareholders (or any class of them) or its creditors (or any class of them) at the “Cyberonics Merger Effective Time” (same time as such term is defined in the Transaction Agreement) has occurred in accordance with the Transaction Agreementthey are dispatched; and (iv) from time to time, such further information on its general financial situation as the Bank may reasonably require or such certificates of compliance with the undertakings of Article 6 as the Bank may deem necessary. (b) Each set of financial statements delivered by each Borrower pursuant to paragraphs (a)(i) and (a)(ii) above shall be certified in accordance with applicable laws and any applicable rules of any relevant stock exchange. (c) Each Borrower shall procure that each set of financial statements of such Borrower delivered pursuant to paragraphs (a)(i) and (a)(ii) above is prepared using the US GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements unless, in relation to any set of financial statements, it notifies the Bank that there has been a change in the US GAAP, the accounting practices or reference periods and its auditors deliver to the Bank: (i) a description of any change necessary for those financial statements to reflect the US GAAP, accounting practices and reference periods upon which the Original Financial Statements were prepared; and (bii) sufficient information, in form and substance as may be reasonably required by the Bank, to enable the Bank to determine whether the undertaking in Article 6.07 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. (d) Any reference in this Contract to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. (e) Each of the Borrowers shall inform the Bank immediately of: (i) any material alteration to its by-laws or memorandum and articles of association or shareholding structure and of any change of ownership of 5% (five per cent) or more of its shares after the Effective Date, other than in accordance with Article I (The Mergers) and Article II (Effect of the Merger on Capital Stock) of the Transaction Agreement; (ii) any fact which obliges it to prepay any financial indebtedness or any European Union funding; (iii) any event or decision that constitutes or may result in a Prepayment Event;