Information Rights; Confidentiality. For as long as Holder holds this Warrant or the Stock issuable upon exercise hereof (including any Underlying Securities), the Company shall deliver Holder the Company’s quarterly financial statements and a current capitalization table within 45 days of the end of each quarter or sooner if available, and its annual financial statements within 210 days of the end of each fiscal year or sooner if available; provided, in each case, that such Holder shall be subject to the same confidentiality obligations set forth in Section 13.12 of the Loan Agreement. Notwithstanding the foregoing, the Company shall have no separate obligation hereunder to deliver to Holder any information the substantial equivalent of which shall have been provided to Holder pursuant to the Loan Agreement or, after an IPO, available through timely made publicly available filings with the Securities and Exchange Commission.
Information Rights; Confidentiality. (a) Until the first date that Purchaser and its Affiliates cease to Beneficially Own at least 5% of the then-outstanding Common Stock, Prairie shall provide Purchaser with the right to inspect the books and records of Prairie during normal business hours and upon reasonable notice as Purchaser may reasonably request to the extent necessary to evaluate its investment in the Shares; provided that Prairie may deny access to any information and reports or portions thereof (i) if Prairie reasonably determines that access to any such information or report could (A) result in a waiver of the attorney-client privilege (based on the advice of counsel), (B) cause Prairie to violate obligations with respect to confidential or proprietary information of third parties (provided that Prairie shall use reasonable efforts to make appropriate substitute arrangements under circumstances where the restrictions in clause (A) or (B) above apply) or (C) cause Prairie to violate any applicable Laws (including antitrust Laws) or (ii) in respect of a matter in which Purchaser has a material interest (other than any such interest arising solely as a result of Purchaser’s status as a Stockholder).
(b) Purchaser agrees that Confidential Information has been and may be furnished to it. All Confidential Information is and shall remain property of Prairie. Purchaser agrees that it shall use such Confidential Information only in connection with Purchaser’s investment in the Shares and not for any other purpose. Purchaser agrees that all the Confidential Information received from Prairie will be kept confidential by Purchaser and will not be disclosed to any other Persons in any manner; provided that Purchaser may disclose Confidential Information or portions thereof to its Representatives who need to know such information in connection with Purchaser’s investment in the Shares (it being understood that such Representatives shall be informed of the confidential nature of such information and advised to treat such information confidentially in accordance with this Section 12(b)). Purchaser agrees to be responsible for compliance with the applicable provisions of this Section 12(b) by any of its Representatives.
(c) In the event that Purchaser or any of its Representatives is requested or legally required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process or by Law, Proceeding or NYSE rule) to disclose any of the Confidential Inform...
Information Rights; Confidentiality. The Board shall transmit to the Trust Holders all information received pursuant to Section 3.11 of the Members Agreement, it being understood and agreed by each Trust Holder that any such information that is Confidential Information will be provided subject to the following confidentiality provisions in accordance with Section 21 of the Operating Agreement:
(a) Each of the Trust Holders shall, and shall direct those of its directors, officers, partners, members, employees, attorneys, accountants, trustees, consultants, affiliates and advisors (the "Representatives") who have access to Confidential Information to, keep confidential and not disclose any Confidential Information without the express consent, in the case of Confidential Information acquired from CEH LLC, of the Board of Managers of CEH LLC (the "Managers"), or, in the case of Confidential Information which concerns a Member of CEH LLC (a "Member"), such Member, unless:
(i) such disclosure shall be required by applicable law, governmental rule or regulation, court order, administrative or arbitral proceeding or by any bank or insurance regulatory authority having jurisdiction over such Trust Holder;
(ii) such disclosure is reasonably required in connection with any tax audit involving CEH LLC or any Member or Trust Holder;
(iii) such disclosure is reasonably required in connection with any litigation against or involving CEH LLC or any Member or Trust Holder;
(iv) such disclosure is reasonably required in connection with any proposed Transfer of all or any part of a Trust Holder's interest or a participation in the Trust; provided, that with respect to the use of any Confidential Information in any proposed Transfer, any proposed transferee shall have entered into a confidentiality agreement with terms substantially similar to the terms of this Section 4.06. Notwithstanding the foregoing, (i) any Trust Holder may disclose to other Persons the amount of its investment in the Trust and (ii) any Trust Holder may disclose Confidential Information to its financial or investment advisors; provided, that any such advisor shall have entered into a confidentiality agreement with terms substantially similar to the terms of this Section 4.06. Confidential Information may be used by a Trust Holder and its Representatives only in connection with CEH LLC and Trust matters and in connection with the maintenance of the Trust Holder's interest in the Trust.
(b) For purposes of this Section 4.06, "Confidential In...
Information Rights; Confidentiality. (a) The Company shall provide to each Shareholder and to TIAA the following information within the respective time periods specified:
(i) As soon as available and in any event within 120 days after the end of each fiscal year of the Company, a balance sheet of the Company as of the end of such fiscal year and the related statements of income and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by an independent public accounting firm selected by a Supermajority Vote of the Board or by a committee of the Board appointed by a Supermajority Vote.
(ii) For review at the Company's principal executive office (and delivery to Bluestem, the Eos Investors and TIAA), as soon as available and in any event within 30 days after the end of each month, a balance sheet of the Company as of the end of such month, the related statement of income for such month and for the portion of the Company's fiscal year ended at the end of such month and the related statement of cash flows for the portion of the Company's fiscal year ended at the end of such month;
(iii) Within five days of discovery of any default by the Company under any of its material agreements, a certificate of a financial officer of the Company setting forth the details thereof and the action which the Company is taking or proposes to take with respect thereto.
(b) Each Shareholder acknowledges and agrees that the Company is engaged in business activities in which it is crucial to develop and retain proprietary, trade secret and other confidential information for the benefit of the Company (collectively, "PROPRIETARY INFORMATION"). Accordingly, each Shareholder agrees that it shall not at any time, either directly or indirectly: (i) divulge or convey any proprietary information to any entity or individual, except as may be expressly authorized in writing by the Company, or required by its best interests in the course of performance of any assigned duties or (ii) use any proprietary information for such Shareholder's own benefit or the benefit of any entity or individual other than the Company. The proprietary information to which such Shareholder may have access may include, but is not limited to, the information provided to such Shareholder under Section 6(a) and other matters of a technical or intellectual nature such as inventions, designs, drawings, models, plans, client and customer relations information, improvements, ...
Information Rights; Confidentiality. The Company will provide RXR and holders of 10% or more of the outstanding Class A Units with annual and quarterly unaudited financial statements of the Company, within customary time periods following the end of the relevant reporting period or event (but no longer than is required to be delivered to any lender under any indebtedness of the Company or any of its subsidiaries) and subject to customary exceptions and limitations, as applicable. The Company will provide RXR and Cantor the annual budget as promptly as practicable after such annual budget is finalized. The Members holding less than 10% of the outstanding membership interests of the Company shall otherwise waive their right to information and to inspect the books and records of the Company and its subsidiaries to the fullest extent permitted by applicable law. Xxxxxx will have the right to obtain such additional information that is reasonably requested (including monthly financial reports), and will have the right to request meetings with management a reasonable number of times per year to discuss the operations and business of the Company. RXR, for so long as the RXR Consortium maintains the RXR Ownership Threshold, will have the right to obtain such additional information that is reasonably requested (including monthly financial reports), and will have the right to request meetings with management a reasonable number of times per year to discuss the operations and business of the Company. RXR shall be permitted to share such information with and allow attendance at such management meetings by other members of the RXR Consortium owning at least 10% of the outstanding Class A Units. Customary confidentiality obligations with respect to any information of the Company and its subsidiaries obtained by Members shall be included in the Company’s governing documents.
Information Rights; Confidentiality. For as long as Holder holds this Warrant or the Stock issuable upon exercise hereof (including any Underlying Securities), the Company shall deliver Holder the Company’s unaudited quarterly financial statements and a current capitalization table within forty-five (45) calendar days of the end of each quarter or sooner if available, and its unaudited annual financial statements within one-hundred and eighty (180) days of the end of each fiscal year or sooner if available, and Holder shall be permitted, periodically, to ask questions of management concerning such financial statements; provided, in each case, that such Holder shall be subject to the same confidentiality obligations set forth in Section 12.11 of the Loan Agreement. Notwithstanding the foregoing, the Company shall have no separate obligation hereunder to deliver to Holder any information the substantial equivalent of which shall have been provided to Holder pursuant to the Loan Agreement or, after an IPO, available through timely made publicly available filings with the Securities and Exchange Commission.
Information Rights; Confidentiality. Upon conversion of this Convertible Note, and for as long as Holder holds the Common Stock issued upon conversion hereof, the Company shall deliver Holder the Company’s quarterly financial statements and a current capitalization table within 45 days after the end of each fiscal quarter, and its annual financial statements within 120 days after the end of each fiscal year; provided, in each case, that such Holder shall be subject to the same confidentiality obligations set forth in the Loan Agreement as to such information, which confidentiality undertakings are incorporated herein by this reference, mutatis mutandis. Notwithstanding the foregoing, the Company shall have no separate obligation hereunder to deliver to Holder any information (i) the substantial equivalent of which shall have been provided to Holder pursuant to the Loan Agreement or the IRA (if Holder is a party thereto) (for the avoidance of doubt, this Section 17 shall not be in derogation of any greater information rights to which the Holder is entitled to under the Loan Agreement or the IRA), or (ii) after an IPO or SPAC Transaction. Notwithstanding anything else in this Section 17 to the contrary, the Company may cease providing the information set forth in this Section 17 during the period starting with the date sixty (60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 17 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Information Rights; Confidentiality. The Corporation shall deliver to the Investors (i) audited financial statements within ninety (90) days of the close of each fiscal year of the Corporation; (ii) unaudited quarterly financial statements within forty five (45) days of the end of each fiscal quarter of the Corporation; (iii) unaudited monthly financial statements within thirty (30) days of the end of each fiscal month; (iv) annual budgets for each fiscal year within thirty (30) days following the commencement of such fiscal year; and
Information Rights; Confidentiality. (a) The Company and the Bank will provide to the Investor Nominee or Observer all information distributed to the members of either of the Boards or their respective committees, quarterly and annual audited and unaudited consolidated financial statements and copies of all reports required to be filed under applicable law or under the terms of any outstanding debt instrument.
(b) As long as Investor is a stockholder of the Company and for twelve (12) months thereafter, Investor and Investor Nominee hereby agree to keep confidential, and to cause their representatives and Affiliates to whom they have disclosed Company Proprietary Information (as defined below) to keep confidential, any and all information whether oral, graphic, written, electronic or in any other medium concerning the Company or its subsidiaries furnished to Investor or Investor Nominee or on behalf of the Company, together with all notes, analyses, compilations, studies or other documents prepared by Investor, Investor Nominee or any of their representatives or Affiliates that contain, are based upon or otherwise reflect such information (collectively, the “Company Proprietary Information”) that was disclosed by the Company on or prior to the date of this Agreement or that is disclosed on or after the date of this Agreement by the Company or any Investor Nominee or Representative to Investor or Investor’s representatives or Affiliates; provided, however, that Company Proprietary Information may be disclosed (i) to Investor’s representatives and Affiliates in the normal course of the performance of their duties, to any financial institution providing credit to such Investor, or to any investor or potential investor of such Investor or its Affiliates, provided that such Investor shall be responsible for any use or disclosure of such Company Proprietary Information by such persons that would constitute a breach of this Section 2, (ii) to the extent required by applicable law, rule or regulation (including complying with any oral or written questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process to which Investor is subject, subject to Section 2(c) hereof), and/or (iii) to any regulatory authority or rating agency to which Investor, Investor Nominee or any of their Affiliates is subject or with which they have regular dealings, as long as such authority or agency is advised of the confidential nature of such information; and provi...
Information Rights; Confidentiality. (a) Until the first date that Purchaser and its Affiliates cease to Beneficially Own at least 5% of the then-outstanding Common Stock, Prairie shall provide Purchaser with the right to inspect the books and records of Prairie during normal business hours and upon reasonable notice as Purchaser may reasonably request to the extent necessary to evaluate its investment in the Shares; provided that Prairie may deny access to any information and reports or portions thereof (i) if Prairie reasonably determines that access to any such information or report could (A) result in a waiver of the attorney-client privilege (based on the advice of counsel), (B) cause Prairie to violate obligations with respect to confidential or proprietary information of third parties (provided that Prairie shall use reasonable efforts to make appropriate substitute arrangements under circumstances where the restrictions in clause (A) or
