Information Rights and Inspection Rights Sample Clauses

Information Rights and Inspection Rights. So long as the Investor has the right to designate at least one (1) Investor Designee pursuant to Section 2.01(b), the Company shall, subject to Section 7.01: (a) provide to the Investor (i) advance notice, prior to public disclosure, of events that, in the reasonable judgment of the Company, would reasonably be expected to have a material impact on the business operations of the Company and its Subsidiaries taken as a whole; and (ii) in a timely manner such information regarding the Company and its Subsidiaries as is necessary in order for the Investor to prepare (A) the reports and accounts of the Investor required under applicable stock exchange rules and regulations or (B) the reports of the Investor required to be filed under any applicable securities Laws; and (b) consider in good faith any request by the Investor to permit the Investor and its authorized representatives, at the Investor’s sole cost and expense, to (i) visit and inspect the properties of the Company and its Subsidiaries, (ii) examine its and their respective books of account and records and (iii) discuss the affairs, finances and accounts of the Company and its Subsidiaries with its and their respective officers, in each case during regular business hours upon reasonable advance notice; provided, however, that nothing in this Section 2.05(b) shall require the Company to disclose any information or provide any access to the Investor or its authorized representatives if such disclosure or access would, in the reasonable judgment of the Company, (x) jeopardize any attorney-client or other legal privilege or immunity or protection from disclosure, (y) violate any Contract or contravene any applicable Law or fiduciary duty (provided, however, that upon the Investor’s request, the Company shall use its commercially reasonable efforts to cooperate with the Investor to put in place arrangements to permit such disclosure without violating such Contracts or contravening such Laws or fiduciary duties) or (z) result in the disclosure of competitively sensitive information.
AutoNDA by SimpleDocs
Information Rights and Inspection Rights. (a) For so long as a Preferred Holder holds no less than 1,500,000 Preferred Shares (adjusted for share splits, reverse share splits, share dividends, recapitalizations and the like), the Company shall make available and deliver to such Preferred Holder: (i) as soon as practicable, but in any event within 120 days after the end of each fiscal year of the Company, (i) consolidated and consolidating balance sheets for the Group, as of the end of such fiscal year, (ii) consolidated and consolidating statements of income and of cash flows for the Group for such fiscal year, (iii) consolidated and consolidating statements of shareholders’ equity for the Group as of the end of such fiscal year, all such financial statements audited and certified by the Auditor in accordance with GAAP; (ii) as soon as practicable, but in any event within forty five (45) days after the end of each quarter of any fiscal year of the Company, consolidated and consolidating unaudited statements of income and of cash flows for the Group for such fiscal quarter, consolidated and consolidating unaudited balance sheets for the Group as of the end of such fiscal quarter and consolidated and consolidating statements of shareholders’ equity for the Group as of the end of such fiscal quarter, all certified by the Chief Executive Officer of the Company (the “CEO”) and Chief Financial Officer of the Company (the “CFO”) as having been prepared in accordance with GAAP and as fairly presenting the financial condition of the Company and its results of operation; (iii) as soon as practicable, but in any event within ten (10) business days after the end of each month, a monthly report substantially in the form attached hereto as Exhibit E or any other form mutually agreed by the Company and the Investors, which shall be certified by the Chief Financial Officer of the Company; (iv) as soon as practicable, but in any event within forty-five (45) days after the end of each quarter of any fiscal year, a comparison of the actual financials for the Group for such quarter against the financials projected for the Group for such quarter in the applicable Budget; (v) as soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and business plan for the Group for the next fiscal year (collectively, the “Budget”), which shall include projected consolidated income statements and statements of cash flow for the Group for each month in the next fiscal year and projected con...
Information Rights and Inspection Rights. The Parties agree that, so long as the Investor holds shares of the Company, the Investor or its written appointees shall have the right, with five (5) business days prior notice, to (a) inspect cash flow records of the assets and accounts, financial statements, financial books, financial vouchers and other relevant documents of the Company and its Subsidiaries during normal office hours, or (b) communicate with the directors, supervisors, senior managements, core employees, employees, and the auditor, legal counsel and other professional service agencies employed by the Company about the Company’s affairs. In the meantime, the Company shall provide such Investor with the following information of the Company and its Subsidiaries: (1) the unaudited monthly financial statements within twenty-one (21) days after the end of each fiscal month; (2) the audited annual financial statements and annual audit report audited by an auditor acceptable to the Investor within one hundred and twenty (120) days after the end of each fiscal year; (3) the financial budget of the new fiscal year within thirty (30) days prior to the commencement of each fiscal year; (4) copies of the documents and other materials provided to any other shareholders; and (5) other information and materials as reasonably requested by the Investor. The financial statements aforementioned shall be prepared in accordance with the PRC GAAP, and shall include a balance sheet, an income statement and a cash flow statement. The Investor shall have the right to inspect the Company and its Subsidiaries. As Heda Health Fund is one of the “4+1” special funds in Zhejiang Province, the Company undertakes to cooperate with Zhejiang Jinkong Investment Management Co., Ltd. to complete the “One Net” and other relevant post-investment information collection work and to cooperate with Zhejiang Provincial Financial Holdings Co., Ltd. to complete the performance review of Heda Health Fund.
Information Rights and Inspection Rights. So long as any of the Investors hold any Shares in the Company, the Company shall deliver to such Investors
Information Rights and Inspection Rights 

Related to Information Rights and Inspection Rights

  • 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.

  • Inspection Rights Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year and only one (1) such time shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.

  • 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 communiques 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) 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.

  • Audit and Inspection Rights Alberta Innovates shall be entitled at any time and from time to time during the Term and the Retention Period, upon reasonable prior Notice to the Applicant, to have its authorized agents attend at the Applicant's premises or at the location where the Project is being carried out, to: (a) audit or examine the Records ("Audit"); and/or (b) inspect the premises and assets pertaining to the Project ("Inspection"); to assess whether the Applicant has been and is complying with this Investment Agreement. The costs of any Audit or Inspection shall be paid by Alberta Innovates unless such Audit or Inspection reveals a Default or a failure by the Applicant to maintain proper Records or comply with this Investment Agreement, in which case the costs shall be paid by the Applicant. The Applicant shall provide Alberta Innovates’ authorized agents with all such assistance as may be reasonably required during such Audit or Inspection, Including making and providing Alberta Innovates with copies of any Records as requested by Alberta Innovates. For clarity, such right of Audit and Inspection shall be limited to the purpose of ascertaining whether this Investment Agreement has been complied with, and Alberta Innovates will not have any general right to obtain custody or copies of the records of the Applicant except as contemplated by this Section.

  • Books and Records; Inspection Rights The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested.

  • Visitation Rights At any reasonable time and from time to time, permit the Agent or any of the Lenders or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and any of its Significant Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Significant Subsidiaries with any of their officers or directors and with their independent certified public accountants.

  • Access and Inspection 3.7.1 To allow the Landlord (or any Superior Landlord) their agent or any professional adviser, or contractor authorised by the Landlord or the Landlord’s Agent to enter the Property with or without workmen and with all necessary equipment. Other than in the case of an Emergency, the Landlord shall give the Tenant not less than 24 hours' written notice. The Tenant is only required to allow such access for the following: • the Tenant has not complied with a written notice under the Terms of this Agreement and the Landlord wishes to enter the Property in accordance with these Terms. • the Landlord seeks to carry out work for which the Landlord is responsible • the Landlord wishes to inspect the Property • to enable the Landlord or the Landlord’s Agent to comply with statute • Any gas safety or electrical safety checks • Where the Property shall have working Chimney(s) to permit the Landlord’s contractor to attend and sweep the chimney(s) at least every 12 months or more frequently as reasonably considered necessary whether or not the Tenant shall have used such chimney(s) 3.7.2 At any point in the Tenancy, allow access to the Property to the Landlord’s Agent and any estate or letting agents together with any prospective buyer, mortgagee, their surveyors or future Tenant at all reasonable times during normal working hours of the Landlord’s Agent upon giving 24 hours written notice made by any person who is or is acting on behalf of a prospective purchaser or Tenant of the Property and who is authorised by the Landlord or the Landlord’s Agent to view the Property. 3.7.3 At any point in the Tenancy, permit the Landlord’s Agents or any estate agents’ notices or boards to be affixed to the Property. 3.7.4 Where the Property or any equipment at the Property is covered by a service contract or warranty, where required by the Landlord or Agent, the Tenant will arrange appointments direct with the service contract provider and the Tenant will attend all and any visits required.

  • Observation Rights Pursuant to the terms of this Agreement, the Observers shall be entitled to attend, as observers, all meetings of the Company's Board of Directors (including telephonic meetings); provided, however, that (a) the Company's Board of Directors may require that the Observers, or either of them, not attend any particular Board meeting or be excused from any portions of meetings that involve matters or business that the Company's Board of Directors, in its reasonable discretion, determines involve matters or business necessary to be considered by the Board of Directors without the Observers being in attendance; and (b) such rights shall exist for each such individual only for so long as such individual owns at least 1.0% of the outstanding shares of the Company's Common Stock. Should the Company's Board of Directors determine that an extraordinary and rare circumstance exists such that the Observers, or either of them, should be asked not to attend all or part of a Board meeting, the Board must provide to the Observers, at least five (5) business days prior to such a meeting, with a written explanation detailing the reasons for the exclusion; provided that the Company's Board of Directors may not exclude one or both of the Observers from meetings or portions of meetings during which the Board will address either stockholder or compensation matters. Except with respect to matters or business as to which the Company's Board of Directors has determined should be considered by the Board of Directors without the Observers being in attendance and for so long as such individual is entitled to attend Board meetings, such individuals shall be provided with the same meeting notices and materials as the members of the Company's Board of Directors, including but not limited to copies of all proposed and final resolutions, minutes and written consents. Notwithstanding anything to the contrary herein, the Observers may opt to terminate their Observation rights effective upon 5 business days written notice to the Company, following which time the Observers will no longer be provided with meeting notices and material. Upon electing to terminate their status as Observers, the Observers will in no way be considered by the Corporation to be insiders or affiliates, unless required by applicable law.

  • Visits and Inspections Permit representatives of the Administrative Agent or any Lender, from time to time upon reasonable prior notice to visit and inspect its properties; inspect and make extracts from its books, records and files, including, but not limited to, management letters prepared by independent accountants; and discuss with its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects.

  • Information and Inspection Pledgor shall (i) promptly furnish Bank any information with respect to the Collateral requested by Bank; (ii) allow Bank or its representatives to inspect and copy, or furnish Bank or its representatives with copies of, all records relating to the Collateral and the Obligation; and (iii) promptly furnish Bank or its representatives with any other information Bank may reasonably request.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!