Common use of Information duties Clause in Contracts

Information duties. (a) For so long as Cellectis and its Affiliates Beneficially Own, in the aggregate, a number of Company Shares equal to at least 15% of the then outstanding Company Shares, the Company agrees that (i) the Directors designated by Cellectis may share confidential, non-public information about the Company with Cellectis and its Affiliates and (ii) Cellectis and its employees and other representatives and potential transferees of its Company Shares and their representatives shall have the right to consult with and advise senior management of the Company and to review the Company’s books and records upon reasonable advance notice, in each case only to the extent reasonably necessary in connection with their investment in the Company, including any potential sales thereof, provided that such parties, potential transferees and their respective representatives agree to keep any such confidential, non-public information about the Company confidential (except as may be required by law or applicable listing standards then in effect) and agree to comply with all applicable securities laws in connection therewith. (b) At any time during which the Company does not file reports with the SEC that contain (a) audited annual financial statements of the Company and (b) unaudited interim quarterly financial statements of the Company, the Company shall deliver to Cellectis, within 10 days after the Company would have been required to file the relevant report with the SEC (as if the Company were a non-accelerated filer), consolidated balance sheets of the Company and the related consolidated statements of income, cash flows and stockholders equity, including footnotes, as of the end of each fiscal year and the end of each of the first three fiscal quarters in each fiscal year of the Company. (c) The Company agrees that, notwithstanding anything to the contrary in any other agreement or at law or in equity, when Cellectis or its Affiliates take any action under this Agreement (including in their respective capacities as Holders) to give or withhold consent, Cellectis and such Affiliates shall, to the fullest extent permitted by law, have no duty to consider the interests of the Company or other Holders, if any, or any other stockholder of the Company and may act exclusively in their and their Affiliates’ respective own interests; provided, however, that the foregoing shall in no way affect the obligations of the Parties to comply with the provisions of this Agreement.

Information duties. (a) For so long as Cellectis and its Affiliates the AIP Parties Beneficially Own, Own in the aggregate, aggregate a number of Company Shares equal to at least 15% of the then outstanding Company Shares, the Company agrees and the Shareholders agree that (i) the Directors designated by Cellectis the AIP Parties may share confidential, non-public information about the Company with Cellectis the AIP Parties and its their respective Affiliates and (ii) Cellectis the AIP Parties and its their employees and other representatives and potential transferees of its their Company Shares and their representatives shall have the right to consult with and advise senior management of the Company and to review the Company’s books and records upon reasonable advance notice, in each case only to the extent reasonably necessary in connection with their investment in the Company, including any potential sales thereof, provided that such partiesParties, potential transferees and their respective representatives agree to keep any such confidential, non-public information about the Company confidential (except as may be required by law or applicable listing standards then in effect) and agree to comply with all applicable securities laws in connection therewith. (b) At any time during which the Company does not file reports with the SEC that contain (a) audited annual financial statements of the Company and (b) unaudited interim quarterly financial statements of the Company, the Company shall deliver to Cellectisthe AIP Parties, within 10 days after the Company would have been required to file the relevant report with the SEC (as if the Company were a non-accelerated filer), consolidated balance sheets of the Company Company, including footnotes, and the related consolidated statements of income, cash flows and stockholders equity, including footnotes, as of the end of each fiscal year and the end of each of the first three fiscal quarters in each fiscal year of the Company. (c) The Company agrees and the Shareholders agree that, notwithstanding anything to the contrary in any other agreement or at law or in equity, when Cellectis or its Affiliates take any of the AIP Parties (in their capacity as Shareholders) takes any action under this Agreement (including in their respective capacities as Holders) to give or withhold its consent, Cellectis and such Affiliates Person shall, to the fullest extent permitted by law, have no duty to consider the interests of the Company or the other Holders, if any, Shareholders or any other stockholder shareholders of the Company and may act exclusively in their its and their Affiliates’ respective its Affiliates own interests; provided, however, that the foregoing shall in no way affect the obligations of the Parties to comply with the provisions of this Agreement.

Information duties. (a) For so long as Cellectis and its Affiliates Beneficially Own, in During the aggregate, a number of Company Shares equal to at least 15% of the then outstanding Company Shares, the Company agrees that Appointment Period: (i) the Directors designated by Cellectis Company and the Shareholders agree that: (A) the AIP Designees may share confidential, non-public information about the Company with Cellectis the AIP Parties and its their respective Affiliates (other than any portfolio companies thereof), in each case, for the internal use by the AIP Parties and their respective Affiliates of any such information in connection with their investment in the Company and (B) the AIP Parties and their respective Affiliates and (ii) Cellectis and its employees and other representatives and potential transferees each of its Company Shares and their representatives respective Representatives shall have the right to consult with the auditors and advise senior management of the Company and to review the Company’s books and records upon reasonable advance notice, in each case only case, to the extent reasonably necessary requested in connection with their investment in the Company, including any potential sales thereof; provided that, provided that in each of clauses (A) and (B) above, such parties, potential transferees Persons (1) are advised of the confidential nature of the information and their respective representatives agree enter into customary agreements in favor of the Company to keep any such confidential, non-public information about the Company confidential (except as may be required by law applicable Law or applicable stock exchange rules or listing standards then in effect) and agree to comply with all applicable securities laws Laws in connection therewith., and (2) the applicable Shareholder shall be responsible for any breach by any such Person of such agreement and the confidentiality obligations thereunder; provided, further, that the Company may cause the AIP Designees to withhold such information from such Persons (X) if the Company reasonably determines in good faith, after consulting with counsel, that access to such information would be reasonably likely to result in the loss of privilege with respect to legal advice, (Y) if the Board of Directors reasonably determines, after consulting with counsel (with internal counsel being sufficient) that access to such information would be reasonably likely to violate applicable Law or any contractual or other obligation to which the Company or any Company Subsidiary is subject, or (Z) that the Board of Directors reasonably determines is a competitor of the Company, in the case of clauses (X) and (Y) of this Section 3.03(a)(i), so long as the Company has used commercially reasonable efforts to provide the information in a manner not otherwise inconsistent with this Section 3.03(a)(i) and notified, or permitted the AIP Designees to notify, such Persons that the information has not been provided; (bii) At upon reasonable advance notice from the AIP Parties, the Company shall afford, and shall cause its Subsidiaries to afford, to any bona fide potential transferee of all or a portion of the AIP Parties’ Company Shares (a “Potential Transferee”), and to the Representatives of any Potential Transferee, during the normal business hours of the Company and its applicable Subsidiaries, to reasonable and customary due diligence information, as determined by the Company in its reasonable discretion, including the books, contracts, and records of the Company, solely for the purposes of negotiating and consummating a Transfer of all or a portion of the AIP Parties’ Company Shares to such Potential Transferee; provided that (A) such Potential Transferee and its Representatives are advised of the confidential nature of the information and such Potential Transferee enters into a customary agreement in favor of the Company, in form and substance reasonably acceptable to the Company (with the Company’s approval thereof not to be unreasonably withheld, conditioned or delayed), to keep any such confidential, non-public information about the Company confidential (except as may be required by applicable Law), not to use any such confidential, non-public information about the Company other than for the purposes of considering, negotiating and consummating a Transfer of all or a portion of the AIP Parties’ Company Shares, and agrees to comply with all applicable securities Laws in connection therewith, and (B) the AIP Parties shall be responsible to the Company for any breach by any such Potential Transferee and/or its Representatives of such agreement and the confidentiality obligations thereunder; provided, however, that the Company shall have no obligation hereunder with respect to any Potential Transferee that the Board of Directors reasonably determines to be a competitor of the Company; provided, further, that for purposes of this Section 3.03(a)(ii), subject to the establishment of appropriate “clean team” or other appropriate arrangements, (X) no Potential Transferee that is a financial sponsor or private equity fund shall be deemed or determined to be a competitor of the Company because a portfolio company of such sponsor or fund is a competitor of the Company unless such portfolio company is the Potential Transferee and (Y) no Potential Transferee that is a portfolio company of a financial sponsor or private equity fund shall be deemed or determined to be a competitor of the Company because another portfolio company of such sponsor or fund is a competitor of the Company unless such other portfolio company is the Potential Transferee; provided, further, that in no event shall the Company or any of its Subsidiaries be required to afford, and in no event shall any AIP Party afford or otherwise disclose to any Potential Transferee any information that the Company may cause the AIP Designees to withhold pursuant to Section 3.03(a)(i); and (iii) at any time during which the Company does not file reports with is no longer subject to the SEC that contain (a) audited annual financial statements periodic reporting obligations under the Securities Exchange Act of the Company and (b) unaudited interim quarterly financial statements of the Company1934, the Company shall deliver to Cellectisthe AIP Parties, within 10 days after the Company would have been required to file the relevant report with the SEC (as if the Company were a non-accelerated filer), consolidated balance sheets of the Company Company, including footnotes, and the related consolidated statements of income, cash flows and stockholders shareholders’ equity, including footnotes, as of the end of each fiscal year and the end of each of the first three fiscal quarters in each fiscal year of the Company. (cb) The Company agrees and the Shareholders agree that, notwithstanding anything to the contrary in any other agreement or at law or in equity, when Cellectis or its Affiliates take any of the AIP Parties (in their capacity as Shareholders) takes any action under this Agreement (including in their respective capacities as Holders) to give or withhold its consent, Cellectis and such Affiliates Person shall, to the fullest extent permitted by lawapplicable Law, have no duty to consider the interests of the Company or the other Holders, if any, Shareholders or any other stockholder shareholders of the Company and may act exclusively in their its and their its Affiliates’ respective own interests; provided, however, that the foregoing shall in no way affect the obligations of the Parties to comply with the provisions of this Agreement. (c) For the avoidance of doubt, this Section 3.03 shall be in addition to and without prejudice with regard to any other information rights to which the AIP Parties are entitled pursuant to the Governing Documents or applicable Law.