Information Rights Clause Samples

Information Rights. So long as the Holder holds this Warrant and/or any of the Shares, the Company shall deliver to the Holder (a) promptly after mailing, copies of all notices or other written communications to the shareholders of the Company, (b) within ninety (90) days after the end of each fiscal year of the Company, the annual audited financial statements of the Company certified by independent public accountants of recognized standing and (c) such other financial statements required under and in accordance with any loan documents between Holder and the Company (or if there are no such requirements [or if the subject loan(s) no longer are outstanding]), then within forty-five (45) days after the end of each of the first three quarters of each fiscal year, the Company's quarterly, unaudited financial statements.

Information Rights. So long as the Holder holds this Warrant and /or any of the Shares, the Company shall deliver to the Holder (a) promptly after mailing, copies of all notices or other written communications to the shareholders of the Company, (b) within ninety (90) days after the end of each fiscal year of the Company, the annual financial statements of the Company.

Information Rights. (a) The books and records of the Company shall be available for inspection by the Clearlake Investors at the principal office and place of business of the Company. The Clearlake Investors shall have the right to receive, upon request therefor, (a) audited annual consolidated financial statements of the Company promptly following such statements becoming available to the Company, (b) unaudited quarterly consolidated financial statements of the Company promptly following such statements becoming available to the Company, (c) an annual budget of the Company with respect to each fiscal year within thirty (30) days following presentation thereof to the Board or, if the Board approves such budget, approval thereof, (d) unaudited monthly consolidated income statements, balance sheets, and cashflow statements of the Company promptly following the preparation thereof and (e) such other information as may be reasonably requested by a Clearlake Investor relating to the Company which the Company is permitted to disclose; provided, however, that any such Person gaining access to information regarding the Company pursuant to this Section 7(a) shall agree to hold in strict confidence, and shall not make any disclosure of, any information regarding the Company which the Company determines in good faith to be confidential, and of which determination such Person is notified, unless (w) the release of such information is requested or required (by deposition, interrogatory, requests for information or documents by a governmental entity, subpoena or similar process), (x) such information is or becomes publicly known without a breach of this Agreement, (y) such information is or becomes available to such Person on a non-confidential basis from a source other than the Company or (z) such information is independently developed by such Person. (b) The rights of the Clearlake Investors under Section 7(a) hereof shall terminate at such time that the Clearlake Investors cease to own at least 145,067 shares of Common Stock (as adjusted for stock dividends, splits, combinations or similar events and including all shares of Common Stock issuable to the Clearlake Investors upon the conversion and/or exercise of all securities held by the Clearlake Investors that are convertible and/or exerciseable for shares of Common Stock).

Information Rights. Subject to Exhibit D, as long as (x) a Class A Member (other than a holder of Class B Units or other equity interests in the Company received pursuant to an equity incentive plan (including the Incentive Plan)) holds 2,500,000 Class A Units (subject to adjustment in the event of any Unit split, Unit combination, reorganization, reclassification, recapitalization or the like), or (y) notwithstanding the provisions of clause (x), is subject to or has an Affiliate subject to, the BHCA or the Home Owners’ Loan Act of 1933, as amended (each Class A Member to which clause (x) or clause (y) above applies, a “Qualified Class A Member”), the Company shall furnish to such Qualified Class A Member the following: (a) within thirty (30) calendar days after the close of each calendar month (other than the last calendar month of a fiscal quarter), a management report for such month in such form and with such substance as determined by the CEO but including, at a minimum an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of the end of such month, together with related statements of operations, income and cash flow for such month (and the current year to date); (b) within thirty (30) calendar days after the close of each fiscal quarter (other than the fourth quarter), an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of the end of such quarter, together with related statements of operations, income and cash flow for such quarter (and the current year to date) and a management report for such quarter (and the current year to date) in such form and with such substance as determined by the CEO together with a statement showing all amounts credited and debited to each Member’s Capital Account and each Member’s distributive share, for federal income tax purposes, of income, gains, deductions, losses and credits (or items thereof) arising out of Company operations, as required by Applicable Law; (c) as soon as available, and in any event within one hundred twenty (120) days after the end of each Fiscal Year, audited consolidated balance sheets of the Company and the Company Subsidiaries as at the end of each such Fiscal Year and audited consolidated statements of income, cash flows and Members’ equity for such Fiscal Year, in each case setting forth in comparative form the figures for the previous Fiscal Year, accompanied by the certification of independent certified public accountants of recognized nationa...

Information Rights. (a) Subject to Section 2.3(b) and Section 2.4, during the Information Rights Period, the Company will deliver to the Investor Stockholders or an Investor Director the following information: (i) on an annual basis and promptly after it has been made available (but no later than 30 days before the beginning of each fiscal year), (A) an annual budget of the Company, (B) a business plan of the Company, and (C) financial forecasts for the next fiscal year of the Company, in each case, solely to the extent and in such manner and form prepared by or for the Company’s Board; (ii) on an annual basis and promptly after it has been made available (but no later than 60 days after the end of each fiscal year), annual unaudited financial and operating reports of the Company, solely to the extent and in such manner and form prepared by or for the Board; (iii) on a quarterly basis and promptly after it has been made available (but in no event later than 35 days after the end of each quarter), unaudited quarterly financial and operating reports of the Company, solely to the extent and in such manner and form prepared by or for the Board; (iv) final drafts of monthly management and operating reports of the Company as reasonably requested by the Investor Stockholders solely to the extent and in such manner and form prepared by or for the Company’s chief executive officer and/or provided to the Board; and (v) such other financial, management and operating reports reasonably requested by the Investor Stockholders solely to the extent and in such manner and form prepared for the Board. (b) If during the Information Rights Period the Company is no longer obligated to file an annual report on Form 10-K or quarterly report on Form 10-Q with the SEC, the Company shall deliver the following to the Investor Stockholders or an Investor Director in such manner and form as customarily provided to the Board: (i) as soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter (to the extent practicable), (A) a consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal year and consolidated statements of income and cash flows of the Company and its Subsidiaries for such year, prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and followed promptly thereafter (to the extent it shall be available) wit...

Information Rights. (a) The Company shall, and shall cause each Subsidiary to, maintain true books and records of account in which full and correct entries shall be made of all its business transactions pursuant to a system of accounting established and administered in accordance with GAAP, and shall set aside on its books all such proper accruals and reserves as shall be required under GAAP. (b) The Company shall deliver to each of Yahoo, SOFTBANK and each Management Member the following: (i) As soon as available but in any event not later than thirty-five (35) days after the end of each of the quarterly accounting periods, the unaudited consolidated balance sheet of the Company and its Subsidiaries, if any, as of the end of each such period, the related unaudited consolidated statements of operations, shareholders’ equity and cash flows of the Company and its Subsidiaries, if any, for such quarterly period and for the period from the beginning of such fiscal year to the end of such quarterly period. All such financial statements shall be prepared in accordance with GAAP applied on a consistent basis and be certified by the Company’s Chief Financial Officer (and Chief Accounting Officer after such Chief Accounting Officer is appointed). (ii) As soon as available, but in any event no later than sixty (60) days after the end of each fiscal year of the Company, a copy of the audited consolidated balance sheets of the Company and its Subsidiaries, if any, as of the end of such fiscal year and the related consolidated statements of operations, shareholders equity and cash flows of the Company and its Subsidiaries stating in comparative form the figures as of the end of and for the previous fiscal year certified by a firm of independent certified public accountants of recognized international standing selected by the Company and approved by the Shareholders. All such financial statements shall be prepared in accordance with GAAP applied on a consistent basis and be certified by the Company’s Chief Financial Officer (and Chief Accounting Officer after such Chief Accounting Officer is appointed). (iii) As soon as available but in any event not later than thirty-five (35) days after the end of each quarterly accounting periods, (A) explanations for any significant movements from the prior quarter in each of the unaudited consolidated balance sheets and statements of income, stockholders’ equity and cash flows in conjunction with 8.5(b)(i) above, and (B) operating metrics relevant to ...

Information Rights. (a) The Company will furnish to each Stockholder owning at least two and a half percent (2.5%) of the outstanding Common Stock the following information (for the purposes of this Section 13, shares of Common Stock held any member of a Beneficiary Group that is a Stockholder shall be aggregated together with the shares of capital stock of the Company held by all members of such Beneficiary Group and their Affiliates for the purposes of determining availability of rights and application of obligations of such Stockholder under this Section and, following December 31, 2011, only one copy of any information to be provided under this Section 13 shall be delivered for the benefit of each Beneficiary Group as noted on Annex A attached hereto): (i) As soon as available, but no sooner than ninety (90) days following completion of the fiscal year, the audited consolidated balance sheet of the Company and its Subsidiaries as at the end of each such fiscal year and the audited consolidated statements of income, cash flows and changes in stockholders’ equity for such year of the Company and the Subsidiaries, setting forth in each case in comparative form the figures for the next preceding fiscal year, accompanied by the report of independent certified public accountants of recognized national standing, to the effect that, except as set forth therein, such consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a basis consistent with prior years and fairly present in all material respects the financial condition of the Company and the Subsidiaries as of the dates thereof and the results of their operations and changes in their cash flows and stockholders’ equity for the periods covered thereby. (ii) As soon as available, but no sooner than forty-five (45) days following completion of the fiscal quarter (other than the fourth fiscal quarter), the consolidated balance sheet of the Company and the Subsidiaries as at the end of such quarter and the consolidated statements of income, cash flows and changes in stockholders’ equity for such quarter and the portion of the fiscal year then ended of the Company and the Subsidiaries, setting forth in each case the figures for the corresponding periods of the previous fiscal year in comparative form, all in reasonable detail and all prepared in accordance with GAAP consistently applied. (b) With respect to the MDP Stockholders and, at the re...

Information Rights. (a) The Company shall furnish to each Investor: (i) as soon as practicable but in any event within 15 days after the end of each of each calendar month, an unaudited consolidated balance sheet of the Company as at the end of such calendar month and unaudited consolidated statements of income and cash flows of the Company for such calendar month, including a comparison of actual results for such calendar month to budgeted results and to results for the same calendar month of the immediately preceding year; (ii) as soon as practicable but in any event not later than 30 days prior to the start of each new fiscal year, a business plan for the next fiscal year, which business plan shall include an operating budget on a monthly basis forecasting the Company’s revenues, expenses and cash position (including consolidated balance sheets and income statements for such months), and promptly after preparation, any revisions to the forecasts contained therein; provided, that such budget and business plan and each such revision, shall have been approved by the Board of Directors, including (i) the directors nominated by the holders of the Series A Preferred (the “Series A Directors”), and (ii) the director nominated by the holders of the Series B Preferred Stock (the “Series B Director,” and together with the Series A Directors, the “Preferred Directors”); and (iii) such other information relating to the financial condition, business, prospects or corporate affairs of the Company or RevolutionCare, Inc (“RevolutionCare”) as such Investor may from time to time reasonably request. (b) Together with the financial statements called for in Section 1.1 (a)(i) and (ii), the Company shall deliver a certificate executed by the Chief Financial Officer of the Company that such financial statements were prepared in accordance with United States generally accepted accounting principles (“GAAP”) (with the exception of footnotes that may be required by GAAP) applied on a consistent basis with prior periods and fairly represent the financial condition of the Company as of the date they were prepared and the results of operations of the Company for the period indicated, subject to year-end audit adjustments. (c) As soon as practicable but in any event within 120 days after the end of each fiscal year, the Company shall furnish to each Investor an audited consolidated balance sheet of the Company as at the end of such year and audited consolidated statements of income, stockholders’ equi...

Information Rights. During the term of this Warrant, Warrantholder shall be entitled to the information rights contained in Section 7.1 of the Loan Agreement, and Section 7.1 of the Loan Agreement is hereby incorporated into this Agreement by this reference as though fully set forth herein, provided, however, that the Company shall not be required to deliver a Compliance Certificate once all Indebtedness (as defined in the Loan Agreement) owed by the Company to Warrantholder has been repaid.