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 the Alibaba businesses and used by Alibaba management for decision making purposes. (iv) As soon as available but in any event not later than thirty (30) days after the end of each monthly accounting periods, a copy of the unaudited monthly management report, which shall include the unaudited consolidated balance sheet and income statement of the Company and its Subsidiaries, if any, after the end of such month. All such financial statements shall be prepared in accordance with GAAP applied on a consistent basis. (v) As soon as practicable following Board approval, a copy of the annual strategic plan and budget of the Company. (vi) With reasonable promptness, such other information and data with respect to the Company or any of its Subsidiaries as from time to time may be reasonably requested by any Shareholder. (c) The Company will (and will cause its Subsidiaries to) give (x) the Shareholders, and their respective employees and contract personnel primarily engaged by such Shareholder and (y) with the reasonable advance notice to, and the reasonable consent of, the Company (such consent not to be reasonably withheld, conditioned or delayed), the Shareholders’ respective outside accountants, auditors, legal counsel and other authorized representatives and agents, (i) full access during reasonable business hours to the properties, assets, books, contracts, commitments, reports and records of the Company and its Subsidiaries, and furnish to them all such documents, records and information with respect to the properties, assets and business of the Company and its Subsidiaries and copies of any work papers relating thereto as the Shareholders shall from time to time reasonably request; and (ii) reasonable access during reasonable business hours to the Company, its Subsidiaries and their respective employees as may be necessary or useful to the Shareholders in their reasonable judgment in connection with their review of the properties, assets and business of the Company and its Subsidiaries and the above-mentioned documents, records and information. Without limiting the generality of the foregoing, the Company will (and will cause its Subsidiaries to) provide Yahoo and its accountants and auditors with access to such information and individuals as is reasonably necessary to conduct a review of the Company and its Subsidiaries (x) within three months following the Closing Date, (y) twice annually thereafter, and (z) as reasonably necessary to confirm that any material weakness, significant deficiency, internal control failure or system fault identified in a notice delivered or required to be delivered pursuant to Section 8.6 hereof has been remedied.
Appears in 3 contracts
Samples: Shareholder Agreement, Shareholder Agreement (Yahoo Inc), Shareholders Agreement (Yahoo Inc)
Information Rights. (ai) The Company Corporation shall, and shall cause each Subsidiary its Subsidiaries to, maintain true books keep proper books, records and records of account accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Corporation and each of its business transactions pursuant to a system of accounting established and administered Subsidiaries in accordance with GAAPgenerally accepted accounting principles. As of the date hereof and for so long as the KKR Investors beneficially own on a collective basis at least 5% of the outstanding shares of Common Stock, the Corporation shall, and shall set aside on cause its Subsidiaries to, permit KKR and its designated representatives, at reasonable times and upon reasonable prior notice to the Corporation, to review the 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 records of the quarterly accounting periodsCorporation or any of such Subsidiaries and to discuss the affairs, the unaudited consolidated balance sheet finances and condition of the Company and its Subsidiaries, if any, as Corporation or any of such Subsidiaries with the officers of the end of each Corporation or any 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 of the date hereof and for so long as the KKR Investors beneficially own on a collective basis at least 5% of the outstanding shares of Common Stock, the Corporation shall, upon the reasonable request of KKR, deliver to KKR:
(1) as soon as availablepracticable, but in any event no later than sixty (60) within 90 calendar days after the end of each fiscal year of the CompanyCorporation, (A) a copy balance sheet as of the audited consolidated balance sheets end of such year, (B) statements of income and of cash flows for such year, and (C) a statement of stockholders’ equity as of the Company end of such year, all of which shall be audited and its Subsidiariescertified by independent public accountant(s) of nationally recognized standing selected by the Corporation;
(2) as soon as practicable, if anybut in any event within 45 calendar days after the end of each of the first three fiscal quarters of each fiscal year of the Corporation, unaudited statements of income and of cash flows for such fiscal quarter, an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal year and the related consolidated statements of operationsquarter, 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 all prepared in accordance with GAAP applied on a consistent basis (except that such financial statements may (A) be subject to normal year-end audit adjustments and (B) not contain all notes thereto that may be certified by the Company’s Chief Financial Officer (and Chief Accounting Officer after such Chief Accounting Officer is appointedrequired in accordance with GAAP).;
(iii3) As as soon as available practicable, but in any event not later than thirty-five (35) with 45 calendar days after the end of each quarterly accounting periodsfiscal quarter, financial and operating information presented in a manner consistent (Aincluding as to information presented and level of detail) explanations for any significant movements from with financial and operating reports historically provided by the prior quarter in each Company to KKR during the period preceding the consummation 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 IPO pursuant to the Alibaba businesses provisions of the Fifth Amended and used by Alibaba management for decision making purposes.Restated Operating Agreement of the Company, as amended; and
(iv4) As as soon as available practicable, but in any event not later than thirty (30) within 30 calendar days after of the end of each monthly accounting periodscalendar month, a copy only to the extent provided to the Board, an unaudited income statement and statement of the cash flows for such month, and an unaudited monthly management report, which shall include the unaudited consolidated balance sheet and income statement of the Company and its Subsidiaries, if any, after stockholders’ equity as of the end of such month. All such financial statements shall be , all prepared in accordance with GAAP applied on a consistent basis.
(vexcept that such financial statements may (A) As soon as practicable following Board approvalbe subject to normal year-end audit adjustments and (B) not contain all notes thereto that may be required in accordance with GAAP); provided, a copy of that the annual strategic plan and budget of the Company.
(vi) With reasonable promptness, such other information and data with respect to the Company Corporation may satisfy any or any all of its Subsidiaries as from time obligations under this Section 2(h)(ii) in whole or in part by reference to time may be reasonably requested by any Shareholder.
(c) The Company will (and will cause its Subsidiaries to) give (x) the Shareholders, and their respective employees and contract personnel primarily engaged by such Shareholder and (y) filings with the reasonable advance notice to, and the reasonable consent of, the Company (such consent not to be reasonably withheld, conditioned or delayed), the Shareholders’ respective outside accountants, auditors, legal counsel and other authorized representatives and agents, (i) full access during reasonable business hours to the properties, assets, books, contracts, commitments, reports and records of the Company and its Subsidiaries, and furnish to them all such documents, records and information with respect to the properties, assets and business of the Company and its Subsidiaries and copies of any work papers relating thereto as the Shareholders shall from time to time reasonably request; and (ii) reasonable access during reasonable business hours to the Company, its Subsidiaries and their respective employees as may be necessary or useful to the Shareholders in their reasonable judgment in connection with their review of the properties, assets and business of the Company and its Subsidiaries and the above-mentioned documents, records and information. Without limiting the generality of the foregoing, the Company will (and will cause its Subsidiaries to) provide Yahoo and its accountants and auditors with access to such information and individuals as is reasonably necessary to conduct a review of the Company and its Subsidiaries (x) within three months following the Closing Date, (y) twice annually thereafter, and (z) as reasonably necessary to confirm SEC that any material weakness, significant deficiency, internal control failure or system fault identified in a notice delivered or required to be delivered pursuant to Section 8.6 hereof has been remediedare publicly available on XXXXX.
Appears in 2 contracts
Samples: Stockholders' Agreement (OneStream, Inc.), Stockholders' Agreement (OneStream, Inc.)
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 provide to each GEI Party, Select Roll-Over Investor and Mezzanine Investor, for so long as such GEI Party, Select Roll-Over Investor or Mezzanine Investor, as the case may be, owns any of Yahoothe shares of Capital Stock acquired by such GEI Party, SOFTBANK and each Management Member Select Roll-Over Investor or Mezzanine Investor, as the followingcase may be, on the date of this Agreement, the following information:
(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 quarterly accounting period in each fiscal year of the Company (other than any quarterly accounting period ending on the last day of a fiscal year of the Company), unaudited consolidated statements of income and cash flows of the Company and its consolidated subsidiaries for such quarterly period (as well as unaudited consolidated statements of income of the Company and its consolidated subsidiaries for the period from the beginning of the fiscal year to the end of such quarter) and unaudited consolidated balance sheets of the Company and its consolidated subsidiaries as of the end of such quarterly period (and such financial statements shall set forth in each case comparisons to the Company’s and its consolidated subsidiaries’ corresponding period in the preceding fiscal year, with an explanation of any material differences between them). Such financial statements shall be prepared in accordance with GAAP, subject to the absence of footnote disclosures and to normal year-end adjustments; and
(ii) as soon as available, but no later than one hundred and twenty (120) days after the end of each fiscal year of the Company, a copy audited consolidated statements of income and cash flows of the Company and its consolidated subsidiaries for such fiscal year, and audited consolidated balance sheets of the Company and its Subsidiaries, if any, consolidated subsidiaries as of the end of such fiscal year (and such financial statements shall set forth in each case comparisons to the related Company’s and its consolidated statements of operationssubsidiaries’ corresponding period in the preceding fiscal year), shareholders equity and cash flows accompanied by the report 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 Company’s independent certified public accountants of recognized international standing selected by the Company and approved by the Shareholdersaccountants. All such Such financial statements shall be prepared in accordance with GAAP applied GAAP.
(b) All information disclosed by the Company to any GEI Party, Select Roll-Over Investor or Mezzanine Investor pursuant to Section 9.13 shall be confidential information of the Company (other than information which is publicly available) and, unless as otherwise provided in this Agreement or consented by the Board of Directors of the Company in writing in advance, shall not be used by the recipients thereof for any purpose other than to monitor and manage their investment in the Company, and shall not be disclosed to any third party other than (i) employees, accountants and attorneys of such recipient to the extent that they are bound by similarly restrictive confidentiality obligations with respect to such information or (ii) as otherwise permitted pursuant to any other written agreement by and between the Company and the recipient of such confidential information. The obligations of the parties hereunder shall not apply to the extent that the disclosure of information otherwise determined to be confidential is required by applicable law, regulations, subpoena, civil investigative demand or other process or compulsion, provided, that: (x) prior to disclosing such confidential information, a party shall notify the Company thereof, which notice shall include the basis upon which such party believes the information is required to be disclosed; and (y) such party shall, if requested by the Company and at the sole cost and expense of the Company, provide reasonable cooperation with the Company to protect the continued confidentiality thereof. In addition, and subject to the foregoing provisions of this Section 9.13(b), each GEI Party will have the right, on a consistent basis reasonable advance notice and as often as may be certified by reasonably desired, to meet, consult with, and advise the management of the Company on significant business issues, to examine the Company’s Chief Financial Officer (books and Chief Accounting Officer after such Chief Accounting Officer records, documents and other written information that 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 possession of the unaudited consolidated balance sheets Company and statements of income, stockholders’ equity to visit and cash flows in conjunction with 8.5(b)(i) above, and (B) operating metrics relevant to inspect the Alibaba businesses and used by Alibaba management for decision making purposes.
(iv) As soon as available but in any event not later than thirty (30) days after the end of each monthly accounting periods, a copy of the unaudited monthly management report, which shall include the unaudited consolidated balance sheet and income statement properties of the Company and its Subsidiaries, if any, after the end of such month. All such financial statements shall be prepared in accordance with GAAP applied on a consistent basissubsidiaries.
(v) As soon as practicable following Board approval, a copy of the annual strategic plan and budget of the Company.
(vi) With reasonable promptness, such other information and data with respect to the Company or any of its Subsidiaries as from time to time may be reasonably requested by any Shareholder.
(c) The Company will (and will cause its Subsidiaries to) give (x) the Shareholders, and their respective employees and contract personnel primarily engaged by such Shareholder and (y) with the reasonable advance notice to, and the reasonable consent of, the Company (such consent not to be reasonably withheld, conditioned or delayed), the Shareholders’ respective outside accountants, auditors, legal counsel and other authorized representatives and agents, (i) full access during reasonable business hours to the properties, assets, books, contracts, commitments, reports and records of the Company and its Subsidiaries, and furnish to them all such documents, records and information with respect to the properties, assets and business of the Company and its Subsidiaries and copies of any work papers relating thereto as the Shareholders shall from time to time reasonably request; and (ii) reasonable access during reasonable business hours to the Company, its Subsidiaries and their respective employees as may be necessary or useful to the Shareholders in their reasonable judgment in connection with their review of the properties, assets and business of the Company and its Subsidiaries and the above-mentioned documents, records and information. Without limiting the generality of the foregoing, the Company will (and will cause its Subsidiaries to) provide Yahoo and its accountants and auditors with access to such information and individuals as is reasonably necessary to conduct a review of the Company and its Subsidiaries (x) within three months following the Closing Date, (y) twice annually thereafter, and (z) as reasonably necessary to confirm that any material weakness, significant deficiency, internal control failure or system fault identified in a notice delivered or required to be delivered pursuant to Section 8.6 hereof has been remedied.
Appears in 2 contracts
Samples: Stockholders Agreement (Container Store Group, Inc.), Stockholders Agreement (Container Store Group, Inc.)
Information Rights. (a) 11.1 The Company and the Group Companies shall, and the Company shall cause each Subsidiary the Group Companies to, maintain true books of accounts 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 and the Group Companies shall deliver provide to each of Yahoothe Investor, SOFTBANK its Investor Directors 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 periodsObserver, the unaudited consolidated balance sheet of Promoter and the Promoter Directors, or the Investor’s Affiliates and associates, the following information/documents, with respect to 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).Group Companies:
(iia) As as soon as available, but in any event no later than sixty within 120 (60One Hundred and Twenty) days after the end of each fiscal year of the CompanyFinancial Year, a copy of the audited consolidated and standalone financial statements (including the balance sheets and profit and loss account) of the Company and its Subsidiaries, if any, Group Companies as of at the end of such fiscal year Financial Year and the related consolidated and standalone statements of operationsincome, shareholders statements of changes in shareholders’ equity and statements of cash flows of the Company and its Subsidiaries Group Companies for such Financial Year, all in reasonable detail and stating in comparative form the figures as at the end of and for the previous Financial Year and the scope of the audit shall be as per the applicable Law;
(b) as soon as available, but in any event not later than 15 (Fifteen) days after the end of each quarter, the unaudited consolidated and standalone financial statements (including the balance sheets) of the Company and its Group Companies as at the end of such quarter and the related unaudited consolidated and standalone statements of income, statements of changes in shareholders’ equity and statements of cash flows of the Company and its Group Company for such quarter and for the elapsed period in such Financial Year, all in reasonable detail and stating in comparative form the figures as of the end of and for the previous fiscal year certified by a firm comparable periods of independent certified public accountants of recognized international standing selected by the Company preceding Financial Year and budgeted figures for the period, approved by the Shareholders. All Chief Financial Officer of the Company; all such financial statements shall be complete and correct in all material respects and shall be prepared in accordance conformity with GAAP and applied on a consistent basis and be certified by throughout the Company’s Chief Financial Officer (and Chief Accounting Officer after such Chief Accounting Officer is appointed).periods reflected therein except as stated therein;
(iiic) As as soon as available available, but in any event not later than thirty-five within 12 (35Twelve) days after the end of each quarterly accounting periodsmonth, (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 the Alibaba businesses and used by Alibaba management for decision making purposes.
(iv) As soon as available but in any event not later than thirty (30) days after the end of each monthly accounting periods, a copy of the unaudited monthly management report, which shall include the unaudited consolidated balance sheet and income statement reports of the Company and its Subsidiaries, if anyin such formats as may be approved by the Investor from time to time;
(d) promptly, after the end but in any event within 5 (Five) days of such month. All such financial statements shall be prepared in accordance with GAAP applied on a consistent basis.an event, copies of any management or audit or investigative reports provided to any security holder / lender of the Company and/or its Subsidiaries;
(ve) As soon as practicable following Board approvalpromptly, a copy but in any event within 3 (Three) days of receipt of (i) any show cause notices received from Governmental Authority, (ii) requisitions from any Governmental Authority for production of any information/documents, and/or (iii) any filings made by the annual strategic plan and budget Company with any Governmental Authority not being in the ordinary course of the Company.business / operations;
(vif) With reasonable promptnesspromptly, but in any event within 5 (five) days of occurrence of such other an event, information and data with respect to of any event or development at the Company or any Group Company which has or is likely to have a Material Adverse Effect;
(g) promptly, but in any event within 5 (Five) days of its such an event, provide notice together with relevant details of any Claims against the Company and/or Subsidiaries by any third party having a value equal to or greater than INR 5,00,000 (Rupees Five Lakhs);
(h) termination of any actual or proposed Contract by a counterparty to such Contract having a value equal to or greater than INR 50,00,000 (Rupees Fifty Lakhs) per annum;
(i) promptly, but in any event within 7 (Seven) days of such an event, provide notice of resignation of any Key Employees of the Company and/or the Group Company;
(j) details of any event of Force Majeure where the Company is reasonably aware of such occurrences; and
(k) such other financial and accounting reports and information as from time the Investor may reasonably request.
11.2 The Company and the Group Companies shall provide to time may be the Investor and the Investor Director and Observer, Promoter and Promoter Directors, any information reasonably requested by any Shareholder.
(c) The Company will (and will cause its Subsidiaries to) give (x) the Shareholders, and their respective employees and contract personnel primarily engaged by such Shareholder and (y) with the reasonable advance notice to, and the reasonable consent of, the Company (such consent not to be reasonably withheld, conditioned or delayed), the Shareholders’ respective outside accountants, auditors, legal counsel and other authorized representatives and agents, (i) full access during reasonable business hours to the properties, assets, books, contracts, commitments, reports and records Investor / Promoter whether in respect of the Company or any Group Company and its Subsidiariesthe same shall be provided as soon as reasonably practicable by the Company or Group Company, and furnish as the case may be.
11.3 The Investor Directors will have access to them all such documents, records and any information with respect available to the properties, assets and business any other directors of the Company and / Subsidiaries.
11.4 The Investor shall be entitled to share information received in accordance with this Clause 11 with its Subsidiaries and copies of any work papers relating thereto as the Shareholders shall from time to time reasonably request; and (ii) reasonable access during reasonable business hours to the CompanyAffiliates, its Subsidiaries and their respective employees as may be necessary or useful to the Shareholders in their reasonable judgment in connection with their review of the properties, assets and business of the Company and its Subsidiaries and the above-mentioned documents, records and information. Without limiting the generality of the foregoing, the Company will (and will cause its Subsidiaries to) provide Yahoo and its accountants and auditors with access subject to such information Affiliates being bound by confidentiality obligations, which are no less stringent than those provided for herein.
11.5 All management reports will include a comparison of financial results with the corresponding quarterly and individuals as is reasonably necessary to conduct a review of the Company and its Subsidiaries (x) within three months following the Closing Date, (y) twice annually thereafter, and (z) as reasonably necessary to confirm that any material weakness, significant deficiency, internal control failure or system fault identified in a notice delivered or required to be delivered pursuant to Section 8.6 hereof has been remediedannual budgets.
Appears in 2 contracts
Samples: Investment Agreement, Investment Agreement
Information Rights. (a) The Until such time as Limited is no longer required to account for its investment in the Company shallusing the equity method of accounting, 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 the Company shall deliver furnish to each of Yahoo, SOFTBANK and each Management Member the followingLimited:
(ia) As soon as available but practicable and, in any event not no later than thirty-five (35) days after the first Thursday following the end of each of the quarterly accounting periodsfiscal month, the unaudited consolidated balance sheet of the Company and its Subsidiaries, if any, Subsidiaries 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 at the end of such quarterly period. All fiscal month and the related unaudited statement of operations for such financial statements shall be fiscal month, and for the portion of the fiscal year then ended, in each case prepared in accordance with GAAP applied on a consistent basis GAAP, setting forth in comparative form the figures for the corresponding fiscal month and be certified by portion of the Company’s Chief Financial Officer (and Chief Accounting Officer after such Chief Accounting Officer is appointed)previous fiscal year.
(iib) As soon as availablepracticable and, but in any event no later than sixty (60) days after the first Thursday following the end of each fiscal year month, the projected statement of the Company, a copy of the audited consolidated balance sheets operations of the Company and its SubsidiariesSubsidiaries for each fiscal month in the succeeding twelve month period.
(c) As soon as practicable and, if anyin any event, no later than the first Thursday following the end of each fiscal year, a preliminary draft unaudited consolidated balance sheet of the Company and its Subsidiaries as of at the end of such fiscal year and the related preliminary draft unaudited statement of operations for such fiscal year, and for the portion of the fiscal year then ended, in each case prepared in accordance with GAAP.
(d) As soon as practicable and, in any event within 75 days after the end of each fiscal year, the audited consolidated statements of operations, shareholders equity and cash flows balance sheet of the Company and its Subsidiaries stating in comparative form the figures as of at the end of and for the previous such fiscal year certified by a firm and the related audited statement of independent certified public accountants of recognized international standing selected by operations and cash flows for such fiscal year and the Company and approved by the Shareholders. All such financial statements shall be related footnotes, in each case prepared in accordance with GAAP applied on a consistent basis and be certified audited by the Company’s independent public accountants and a comparison of the figures in the financial statements delivered pursuant to this clause (d) with the figures for the previous fiscal year.
(e) Any management certification, representation or other similar letters signed by the Chief Executive Officer and Chief Financial Officer (and or 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 if different from the Chief Financial Officer) on the same basis and on the same timetable as provided to Limited 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 the Alibaba businesses and used by Alibaba management for decision making purposes.
(iv) As soon date hereof and, as available but in any event not later than thirty (30) days after the end of each monthly accounting periods, a copy of the unaudited monthly management report, which shall include the unaudited consolidated balance sheet and income statement of the Company and its Subsidiaries, if any, after the end of such month. All such financial statements shall be prepared in accordance with GAAP applied on a consistent basis.
(v) As soon promptly as practicable following Board approval, a copy of the annual strategic plan and budget of the Company.
(vi) With reasonable promptnessreasonably practicable, such other information and data with respect to the Company or any of its Subsidiaries as from time to time may reasonably be reasonably requested by any ShareholderLimited.
(cf) The Company will (and will cause its Subsidiaries to) give (x) financial statements provided pursuant to this Section 5 shall be substantially similar to the Shareholders, and their respective employees and contract personnel primarily engaged by such Shareholder and (y) with format provided to Limited prior to the reasonable advance notice to, and the reasonable consent of, date hereof; provided that the Company shall not be required to make adjustments to the financial statements to reflect the fact that Limited does not account for its investment in the Company on a “step-up” basis.
(such consent not to be reasonably withheld, conditioned or delayed), the Shareholders’ respective outside accountants, auditors, legal counsel and other authorized representatives and agents, g) Limited hereby acknowledges that (i) full access during reasonable business hours to the propertiesit is aware, assets, books, contracts, commitments, reports and records that it will advise each of its Affiliates and Limited’s and its Affiliates’ respective representatives who are provided any Confidential Information (as defined in Section 4 hereof) of the Company and its SubsidiariesCompany, and furnish including the financial information provided pursuant to them all this Section 5, that the U.S. securities laws prohibit any person who has received from an issuer material non-public information from purchasing or selling securities of such documentsissuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities, records and information with respect to the properties, assets and business of the Company and its Subsidiaries and copies of any work papers relating thereto as the Shareholders shall from time to time reasonably request; and (ii) reasonable access during reasonable business hours to Limited is familiar with the CompanySecurities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder, and agrees that Limited, its Subsidiaries Affiliates and their respective employees as may be necessary representatives will not use, or useful communicate to the Shareholders any person under circumstances where it is reasonably likely that such person is likely to use or cause any person to use, any such information in their reasonable judgment in connection with their review contravention of the propertiesExchange Act or any of its rules and regulations, assets including Rules 10b-5 and business 14e-3.
(h) During the Black-Out Period (as defined below), Limited agrees that it will not buy, purchase or otherwise acquire, nor sell, assign, pledge, transfer or otherwise dispose of, nor permit the purchase, acquisition, sale, assignment, pledge, transfer or other disposition, of any beneficial ownership interest in any of the Company’s securities, including the Common Stock; provided that (i) Limited shall have received notice of the Black-Out Period at the same time and in the same manner as the Company’s officers and directors and (ii) that the restrictions contained in this Section 5(h) shall not limit Limited’s ability to transfer the Company’s securities pursuant to, and in accordance with, that certain registration rights agreement entered into with Company and the other stockholders of the Company and its Subsidiaries that are party thereto. For the avoidance of doubt, “beneficially owns” means for the purposes of this Agreement the power, whether by contract or otherwise, to direct the exercise of the voting rights and the above-mentioned documents, records and information. Without limiting the generality disposition of the foregoing, the Company will (and will cause its Subsidiaries to) provide Yahoo and its accountants and auditors with access to such information and individuals as is reasonably necessary to conduct a review any securities of the Company or the right to acquire such rights. The “Black-Out Period” shall mean the Company’s “black-out” period during which the Company’s officers and directors, generally, are restricted from trading the Company’s securities, including its Subsidiaries (x) within three months following the Closing Date, (y) twice annually thereafter, and (z) as reasonably necessary to confirm that any material weakness, significant deficiency, internal control failure or system fault identified in a notice delivered or required to be delivered pursuant to Section 8.6 hereof has been remediedCommon Stock .
Appears in 2 contracts
Samples: Conversion Agreement (Express Parent LLC), Stockholders Agreement (Express Parent LLC)
Information Rights. Subject to appropriate confidentiality arrangements, the Company will provide HFCP IV, or such other Holder as the Holders shall designate:
(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 and 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) within 90 days after the end of each fiscal year of the Company, a copy of the audited consolidated balance sheets sheet 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 profit and loss and cash flows of the Company and its Subsidiaries stating for such fiscal year, setting forth in each case in comparative form the figures as of the end of and for the previous fiscal year certified year, and accompanied by a firm report thereon of Ernst & Young LLP or other independent certified public accountants of nationally 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).standing;
(iiib) As as soon as available but and in any event not later than thirty-five (35) within 45 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 first three quarters of each fiscal year of the Company, a balance sheets sheet of the Company as of the end of such quarter and the related statements of income, stockholders’ equity profit and loss and cash flows for such quarter and for the portion of the Company's fiscal year then ended, setting forth in conjunction with 8.5(b)(ieach case in comparative form the figures for the corresponding quarter and the corresponding portion of the Company's previous fiscal year, all certified (subject to normal year-end adjustments) aboveas to fairness of presentation, and consistency and, except for the absence of footnotes, generally accepted accounting principles by the chief financial officer or the chief accounting officer of the Company;
(Bc) operating metrics relevant to the Alibaba businesses extent prepared by the Company and used by Alibaba provided to management for decision making purposes.
(iv) As of the Company, as soon as available but and in any event not later than thirty (30) within 10 days after the end of each monthly accounting periodsmonth, a copy of the unaudited monthly management report, which shall include the unaudited consolidated balance sheet and income statement of the Company and its Subsidiaries, if any, after as of the end of such month and the related statements of profit and loss and cash flows for such month. All such financial statements shall be prepared , setting forth in accordance with GAAP applied on a consistent basis.
(v) As soon as practicable following Board approvaleach case, a copy of in comparative form the annual strategic plan and budget figures for the corresponding month of the Company.'s previous fiscal year; and
(vid) With reasonable promptness, such other information and data simultaneously with respect the delivery of each set of financial statements referred to the Company or any of its Subsidiaries as from time to time may be reasonably requested by any Shareholder.
in clauses (ca) The Company will (and will cause its Subsidiaries to) give (x) the Shareholders, and their respective employees and contract personnel primarily engaged by such Shareholder and (yb) with above, a certificate of the reasonable advance notice to, and chief financial officer or the reasonable consent of, the Company (such consent not to be reasonably withheld, conditioned or delayed), the Shareholders’ respective outside accountants, auditors, legal counsel and other authorized representatives and agents, (i) full access during reasonable business hours to the properties, assets, books, contracts, commitments, reports and records chief accounting officer of the Company stating whether any Event of Default exists on the date of such certificate and, if any Event of Default then exists, setting forth the details thereof and its Subsidiaries, and furnish the action which the Company is taking or proposes to them all such documents, records and information take with respect to the properties, assets and business of the Company and its Subsidiaries and copies of any work papers relating thereto as the Shareholders shall from time to time reasonably request; and (ii) reasonable access during reasonable business hours to the Company, its Subsidiaries and their respective employees as may be necessary or useful to the Shareholders in their reasonable judgment in connection with their review of the properties, assets and business of the Company and its Subsidiaries and the above-mentioned documents, records and information. Without limiting the generality of the foregoing, the Company will (and will cause its Subsidiaries to) provide Yahoo and its accountants and auditors with access to such information and individuals as is reasonably necessary to conduct a review of the Company and its Subsidiaries (x) within three months following the Closing Date, (y) twice annually thereafter, and (z) as reasonably necessary to confirm that any material weakness, significant deficiency, internal control failure or system fault identified in a notice delivered or required to be delivered pursuant to Section 8.6 hereof has been remediedthereto.
Appears in 2 contracts
Samples: Securityholders Agreement (Nasdaq Stock Market Inc), Securities Purchase Agreement (Nasdaq Stock Market Inc)
Information Rights. The Company shall provide to Holder: (a) The Company shallso long as Holder holds this Warrant and/or any Shares, and shall cause each Subsidiary topromptly after mailing, maintain true books and records of account in which full and correct entries shall be made copies of all its business transactions pursuant notices or other written communications to a system the stockholders of accounting established the Company; 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 Yahooso long as Holder holds this Warrant, SOFTBANK and each Management Member the following:
(i) As as soon as available but in any event not later than thirty-five (35) days practicable 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 approval by the Company’s Chief Financial Officer (and Chief Accounting Officer after such Chief Accounting Officer is appointed).
(ii) As soon as availableBoard, but in any event no later than sixty within thirty (6030) days after the end of each fiscal year of Company, the Company’s annual budget; (ii) within one hundred eighty (180) days of the end of each fiscal year of Company, the Company’s audited annual financial statements; and (iii) within forty-five (45) days of the end of each fiscal quarter of Company, the Company’s unaudited quarterly financial statements. Furthermore, the Company shall deliver to Holder (x) within thirty (30) days of the last day of each fiscal quarter, a copy of the audited consolidated balance sheets of detailed fully diluted capitalization table for the Company and its Subsidiaries, if any, as of the end of the such fiscal year and the related consolidated statements quarter, (y) within thirty (30) days after any amendment, revision, alteration or other modification 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 Certificate of Incorporation, bylaws, or other applicable formation and governing documents, a copy thereof; and (and Chief Accounting Officer after such Chief Accounting Officer is appointed).
(iiiz) As as soon as available 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 the Alibaba businesses and used by Alibaba management for decision making purposes.
(iv) As soon as available but in any event not later than within thirty (30) days after the end Company receives copies of each monthly accounting periodsany 409A valuation reports or other documents that value any compensation, a copy equity award, bonus, benefit plan or any other arrangement that could be deemed deferred compensation within the meaning of Section 409A of the unaudited monthly management reportInternal Revenue Code of 1986, which as amended. The rights set forth in this Section 3.3 shall include terminate and be of no further force or effect upon the unaudited consolidated balance sheet and income statement earliest to occur of (i) the closing of the Company IPO, (ii) the closing of an Acquisition (provided, that if such Acquisition is not a Qualifying Acquisition, the information requirements included in Sections 3.3(b)(ii) and its Subsidiaries, if any, after the end of such month. All such financial statements 3.3(b)(iii) shall be prepared in accordance with GAAP applied on a consistent basis.
(v) As soon as practicable following Board approval, a copy of the annual strategic plan and budget of the Company.
(vi) With reasonable promptness, such other information and data survive until another termination event occurs with respect to this Section 3.3), (iii) the Company becoming subject to the periodic reporting requirements of the Exchange Act or any of its Subsidiaries as from time to time may be reasonably requested by any Shareholder.
(c) The Company will (and will cause its Subsidiaries to) give (xiv) the Shareholders, and their respective employees and contract personnel primarily engaged by such Shareholder and Holder no longer holding this Warrant (y) with the reasonable advance notice to, and the reasonable consent of, the Company (such consent not to be reasonably withheld, conditioned as a result of it being exercised in full or delayedotherwise), the Shareholders’ respective outside accountants, auditors, legal counsel and other authorized representatives and agents, (i) full access during reasonable business hours to the properties, assets, books, contracts, commitments, reports and records of the Company and its Subsidiaries, and furnish to them all such documents, records and information with respect to the properties, assets and business of the Company and its Subsidiaries and copies of any work papers relating thereto as the Shareholders shall from time to time reasonably request; and (ii) reasonable access during reasonable business hours to the Company, its Subsidiaries and their respective employees as may be necessary or useful to the Shareholders in their reasonable judgment in connection with their review of the properties, assets and business of the Company and its Subsidiaries and the above-mentioned documents, records and information. Without limiting the generality of the foregoing, the Company will (and will cause its Subsidiaries to) provide Yahoo and its accountants and auditors with access to such information and individuals as is reasonably necessary to conduct a review of the Company and its Subsidiaries (x) within three months following the Closing Date, (y) twice annually thereafter, and (z) as reasonably necessary to confirm that any material weakness, significant deficiency, internal control failure or system fault identified in a notice delivered or required to be delivered pursuant to Section 8.6 hereof has been remedied.
Appears in 2 contracts
Samples: Warrant Agreement (Phreesia, Inc.), Warrant Agreement (Phreesia, Inc.)
Information Rights. (a) The Company shallSo long as the Wafra Participation Entity owns any Ownership Interests, 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 the Company shall deliver provide or make available to each of Yahoo, SOFTBANK and each Management Member the Wafra Representative the following:
(i) As as soon as available but practicable, and in any event not later than thirtywithin one-five hundred twenty (35120) days after following the end of each Fiscal Year, the (A) consolidated audited (with respect to the 2021 Fiscal Year) or unaudited (with respect to each Fiscal Year following the 2021 Fiscal Year) financial statements of the Company and its Subsidiaries for such Fiscal Year (including, for DBMH, the consolidated audited financial statements with respect to the 2021 Fiscal Year), including a balance sheet as of the end of such Fiscal Year and the related statements of operations, changes in member’s equity (deficit) and cash flows for such Fiscal Year, prepared in accordance with GAAP and certified by the Company’s independent public accountants (which shall be a firm of nationally recognized independent accountants), consisting of statements of (x) the financial condition of the Company and its Subsidiaries and (y) income, cash flows and changes in members’ capital for such Fiscal Year, and (B) the audited financial statements of the Digital Colony Funds, if any, including a balance sheet as of the end of such Fiscal Year and the related statements of operations, changes in member’s equity (deficit) and cash flows for such Fiscal Year, prepared in accordance with GAAP, and certified by the Digital Colony Funds’ independent public accountants (which shall be a firm of nationally recognized independent accountants);
(ii) as soon as practicable, and in any event within sixty (60) days following the end of each of the quarterly accounting periods, the unaudited consolidated balance sheet first three fiscal quarters of each Fiscal Year of the Company and its Subsidiaries, if any, as of (i) the end of each such period, the related consolidated unaudited consolidated financial statements of operations, shareholders’ equity and cash flows of the Company and its Subsidiaries, if any, Subsidiaries 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 quarter, prepared in accordance with GAAP applied on GAAP, including 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, sheet as of the end of such fiscal year quarter and the related consolidated statements of operations, shareholders changes in member’s equity (deficit) and cash flows for such fiscal quarter and (ii) the unaudited financial statements of the Company and its Subsidiaries stating each Digital Colony Fund for such fiscal quarter, prepared in comparative form the figures accordance with GAAP, including a balance sheet as of the end of such fiscal quarter and the related statements of operations, changes in member’s equity (deficit) and cash flows for the previous such 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 quarter, 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).GAAP;
(iii) As soon as available but on a quarterly basis, a summary describing, in reasonable detail, any event not later than thirty-five (35) days after the end Related Party Transactions that were entered into, modified or terminated in each such quarter and a true and correct list of each quarterly accounting periodsPerson who has the right to receive Carried Interest from any Digital Colony Fund, (A) explanations for together with the amount and/or percentage of such Carried Interest owned by each such Person, to the extent of any significant movements changes 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 the Alibaba businesses and used by Alibaba management for decision making purposes.quarter;
(iv) As soon as on a quarterly basis, a copy of the standard reporting package (including financial statements) made available but to the investors in any event not Digital Colony Fund, at substantially the same time such package is generally distributed to such investors;
(v) on a quarterly basis, copies of investor letters and reports regarding Digital Colony Funds made generally available to investors, at substantially the same time such letters and reports are distributed to such investors;
(vi) no later than thirty (30) days after following the end of each monthly accounting periodsFiscal Year, the Company’s and the Digital Colony Companies’ good faith estimate of projected exit proceeds from each portfolio investment of a copy Digital Colony Fund;
(vii) to the extent not restricted by Law, notice as soon as reasonably practicable if the Digital Colony Companies or any Digital Colony Fund receives a non-routine letter from any U.S. or non-U.S. securities regulatory body, including the SEC, describing its findings from an examination conducted by such regulator that identifies any material deficiencies;
(viii) prompt written notice (and in any event not later than five (5) Business Days) after becoming aware of any action or proceeding or receiving notice of any investigation pending before any court or Governmental Authority, including, without limitation, the SEC or any state securities regulatory authority against the Digital Colony Companies or any of the unaudited monthly management report, which shall include the unaudited consolidated balance sheet and income statement Digital Colony Funds or senior officers of the Company and its SubsidiariesDigital Colony Companies that claim or allege (x) any violation of any federal or state securities law, if anyrule or regulation, after or (y) any breach of fiduciary duties, in each case that would reasonably be expected to have an adverse effect on the end Digital Colony Companies or any of such month. All such financial statements shall be prepared in accordance with GAAP applied on a consistent basis.the Digital Colony Funds;
(vix) As soon as practicable following Board approvalprompt notice of any other material issues that might arise in the Digital Colony Business from time to time, a copy including any action or proceeding or receiving formal written notice of any investigation commenced against any partner of the annual strategic plan Digital Colony Companies or any of their employees, directors, officers or partners or any Managing Director or Successor, and budget of the Company.
(vi) With reasonable promptness, such any other information and data litigation with respect to any partner of the Company Digital Colony Companies or any of its Subsidiaries as from time employees, directors, officers or partners or any Managing Director or Successor, in each case that may reasonably be expected to time may be have a material adverse effect on the Digital Colony Companies or any of the Digital Colony Funds;
(x) copies of all materials prepared for the advisory committee of each Digital Colony Fund contemporaneously with the distribution of such materials to the members of such advisory committee;
(xi) copies of any material, legal, operating, compliance, gift, entertainment and other policies and procedures of the Digital Colony Companies, including any material amendments relating thereto;
(xii) information reasonably requested by the Wafra Representative in connection with any Shareholder.Wafra Consent, approval or other action required to be taken by the Wafra Representative or any other Wafra Entity under this Agreement, the 2020 Ancillary Agreements, the 2022 Ancillary Agreements or any other agreement, instrument, contract entered into in connection with the Contemplated Transactions, including information reasonably necessary to confirm compliance with the obligations set forth herein or therein;
(cxiii) The Company will as reasonably requested by the Wafra Representative, valuation materials regarding the reported net asset value of any of the Digital Colony Funds but only to the extent readily available;
(xiv) to the extent reasonably practicable, position level information regarding any Digital Colony Fund (and will cause underlying portfolio investments), to the extent such position level information is reasonably requested to assist the Wafra Participation Entity or any of its Subsidiaries to) give Affiliates in the monitoring and valuation of the Wafra Entities’ interests other than material non-public information (x) the Shareholders, and their respective employees and contract personnel primarily engaged by such Shareholder and (y) with the reasonable advance notice to, and the reasonable consent of, the Company (such consent not unless it is legally permissible to be reasonably withheld, conditioned or delayed), the Shareholders’ respective outside accountants, auditors, legal counsel and other authorized representatives and agents, (iso provided) full access during reasonable business hours to the properties, assets, books, contracts, commitments, reports and records of the Company and its Subsidiaries, and furnish to them all such documents, records and information with respect to any securities traded on a national securities exchange;
(xv) calculations provided to any lender in connection with the propertiescovenants in, assets and business any reports delivered to any lender in accordance with, any credit agreements or credit facility of the Digital Colony Companies;
(xvi) as reasonably requested by the Wafra Representative, all Fund Documentation for the Digital Colony Funds and side letters pertaining thereto (in each case, including any amendments or changes thereto), except for redacted information to the extent required to comply with applicable confidentiality requirements set forth therein;
(xvii) upon the reasonable request of the Wafra Representative and to the extent reasonably practicable, such additional information regarding the status of the Digital Colony Business and its financial performance, the performance of each of the Company’s and the Digital Colony Company’s investment products, and legal, regulatory and compliance matters; and
(xviii) without limitation of the information and reports described in this Section 5(a) promptly upon request of the Wafra Representative, the Company and its Subsidiaries and will provide the Wafra Representative with (i) copies of any work papers relating thereto as all materials provided generally to investors in the Shareholders shall from time to time reasonably request; Digital Colony Funds, including, for example, investment letters and client and risk reports and (ii) reasonable access during reasonable business hours to the Company, its Subsidiaries and their respective employees as may be necessary or useful to the Shareholders in their reasonable judgment in connection with their review of the properties, assets and business of the Company and its Subsidiaries and the above-mentioned documents, records and information. Without limiting the generality of the foregoing, the Company will (and will cause its Subsidiaries to) provide Yahoo and its accountants and auditors with access to such any other information and individuals as is reasonably necessary to conduct a review of the Company and its Subsidiaries (x) within three months following the Closing Date, (y) twice annually thereafter, and (z) as reasonably necessary to confirm that compliance with the obligations set forth in this Agreement, the 2020 Ancillary Agreements, the 2022 Ancillary Agreements or any material weaknessother agreement, significant deficiency, internal control failure instrument or system fault identified contract entered into in a notice delivered or required to be delivered pursuant to Section 8.6 hereof has been remediedconnection with the Contemplated Transactions.
Appears in 2 contracts
Samples: Carried Interest Participation Agreement (DigitalBridge Group, Inc.), Purchase and Sale Agreement (DigitalBridge Group, Inc.)
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 the following to each of Yahoo, SOFTBANK and each Management Member the followingPurchaser:
(ia) As soon at any time when the Company is not required pursuant to applicable law, rule or regulation or the terms of any outstanding indenture or security to file reports under the Securities Exchange Act of 1934, as available but in any event amended (the “Exchange Act”), 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) 120 days after the end of each fiscal year of the Company, a full copy of the audited audit report containing a copy of the consolidated balance sheets sheet of the Company and its Subsidiaries, if any, subsidiaries as of the end of such fiscal year and the related consolidated statements of operations, shareholders equity income and cash flows of the Company and its Subsidiaries stating for such fiscal year, setting forth in each case 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 year, all in reasonable detail with footnotes and accompanied 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 opinion of the Company’s Chief Financial Officer (and Chief Accounting Officer after such Chief Accounting Officer is appointed).independent public accounting firm;
(iiib) As at any time when the Company is not required pursuant to applicable law, rule or regulation or the terms of any outstanding indenture or security to file reports under the Exchange Act, as soon as available available, but in any event not later than thirty-five (35) 45 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 the Alibaba businesses and used by Alibaba management for decision making purposes.
(iv) As soon as available but in any event not later than thirty (30) days after the end first three fiscal quarters of each monthly accounting periods, a copy of the unaudited monthly management report, which shall include year the unaudited consolidated balance sheet and income statement of the Company and its Subsidiariessubsidiaries, if anyand the related consolidated statements of income and cash flow for such quarter and for the period commencing on the first day of the fiscal year and ending on the last day of such quarter, all certified by an appropriate officer of the Company; and
(c) at any time when the Company is required pursuant to applicable law, rule or regulation or the terms of any outstanding indenture or security to file reports under the Exchange Act, promptly after the end same are filed, copies of such month. All such financial all reports, statements and other documents filed with the Securities and Exchange Commission at which point Section 5.7(a) and (b) shall expire and no longer be prepared in accordance with GAAP applied on a consistent basis.
(v) As soon as practicable following Board approval, a copy of the annual strategic plan and budget of binding upon the Company.
(vid) With reasonable promptnessNotwithstanding the terms and conditions of Section 5.7(a), such other information (b) and data with respect to (c), as long as the Company or any of its Subsidiaries as from time to time may be reasonably requested by any Shareholder.
(c) The Company will (and will cause its Subsidiaries to) give (x) the Shareholders, and their respective employees and contract personnel primarily engaged by such Shareholder and (y) with the reasonable advance notice to, and the reasonable consent of, the Company (such consent not to be reasonably withheld, conditioned or delayed), the Shareholders’ respective outside accountants, auditors, legal counsel and other authorized representatives and agents, (i) full access during reasonable business hours to the properties, assets, books, contracts, commitments, reports and records Subsidiary of the Company and its Subsidiariesfiles regular reports under the Securities Exchange Act of 1934, and furnish to them all such documentsas amended, records and information with respect the delivery to the properties, assets Purchaser of each Annual Report on Form 10-K and business of Quarterly Report on Form 10-Q filed with the Company and its Subsidiaries and copies of any work papers relating thereto as the Shareholders shall from time to time reasonably request; and (ii) reasonable access during reasonable business hours to SEC will satisfy the Company, its Subsidiaries and their respective employees as may be necessary or useful to the Shareholders in their reasonable judgment in connection with their review of the properties, assets and business of the Company and its Subsidiaries and the above-mentioned documents, records and information. Without limiting the generality of the foregoing, the Company will (and will cause its Subsidiaries to) provide Yahoo and its accountants and auditors with access to such information and individuals as is reasonably necessary to conduct a review of the Company and its Subsidiaries (x) within three months following the Closing Date, (y) twice annually thereafter, and (z) as reasonably necessary to confirm that any material weakness, significant deficiency, internal control failure or system fault identified in a notice delivered or required to be delivered pursuant to ’s obligations under this Section 8.6 hereof has been remedied5.7.
Appears in 1 contract
Samples: Stock Purchase and Management Equity Agreement (Gsi Group Inc)
Information Rights. For so long as the Minority Shareholder and its Affiliates own at least twenty-five percent (25%) of the Common Shares, the Majority Shareholder shall take all Necessary Action to cause the Company to furnish to the Minority Shareholder:
(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 practicable but in any event not later than thirty-five ninety (3590) days after the end of each fiscal year, copies of the quarterly accounting periods, the unaudited audited consolidated balance sheet Financial Statements of the Company and each of 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, Subsidiaries 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 United States generally accepted accounting principles (“GAAP”) and be certified by the Company’s Chief Financial Officer (and Chief Accounting Officer after such Chief Accounting Officer is appointed).United States auditing standards;
(iib) As as soon as available, practicable but in any event no not later than sixty forty-five (60) days after the end of each fiscal year of the Companyyear, a copy of the audited consolidated balance sheets report, for each of the Company and its Subsidiaries, if any, as of summarizing the end of such fiscal year and the related consolidated statements of operations, shareholders equity and cash flows operations of the Company and its Subsidiaries stating in comparative form each such Subsidiary conducted during such fiscal year, together with statements of sources and application of funds showing actual expenditures to date, and latest estimates to 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).end;
(iiic) As as soon as available practicable but in any event not later than thirtyforty-five (3560) days after the end of each quarterly accounting periodsfiscal quarter, (A) explanations for any significant movements from the prior quarter in each copies 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 the Alibaba businesses and used by Alibaba management for decision making purposes.
(iv) As soon as available but in any event not later than thirty (30) days after the end of each monthly accounting periods, a copy Financial Statements of the unaudited monthly management Company and each of its Subsidiaries for such fiscal quarter prepared in accordance with GAAP and United States auditing standards and a report, which shall include the unaudited consolidated balance sheet and income statement for each of the Company and its Subsidiaries, if anysummarizing the operations of the Company conducted during such fiscal quarter, after together with statements of sources and application of funds showing actual expenditures to date, and latest estimates to the end of such month. All such financial statements shall be prepared in accordance with GAAP applied on a consistent basis.fiscal year end;
(vd) As as soon as practicable following Board approvalpracticable, a copy any correspondence to or from Petrodelta, to or from the auditors of the annual strategic plan Company and budget to or from any Governmental Authority;
(e) as soon as practicable, copies of all Contracts entered into by the Company.;
(vif) With reasonable promptnessas soon as practicable, copies of and access to complete and accurate statements, of whatever financial, tax, accounting and other information regarding the Company and its Subsidiaries, including information regarding earnings, which the Minority Shareholder or any of its Affiliates is required to file with any Governmental Authority, or which is necessary or required in order to comply with any audit; and
(g) as soon as practicable, such other information and data with respect relating to the Company financial condition, business, prospects, or corporate affairs of the Company, any of its Subsidiaries or Petrodelta or any of its Subsidiaries as from time to time the Minority Shareholder may be reasonably requested by any Shareholder.
(c) The Company will (and will cause its Subsidiaries to) give (x) the Shareholders, and their respective employees and contract personnel primarily engaged by such Shareholder and (y) with the reasonable advance notice to, and the reasonable consent of, the Company (such consent not to be reasonably withheld, conditioned or delayed), the Shareholders’ respective outside accountants, auditors, legal counsel and other authorized representatives and agents, (i) full access during reasonable business hours to the properties, assets, books, contracts, commitments, reports and records of the Company and its Subsidiaries, and furnish to them all such documents, records and information with respect to the properties, assets and business of the Company and its Subsidiaries and copies of any work papers relating thereto as the Shareholders shall from time to time reasonably request; and (ii) reasonable access during reasonable business hours provided that, if so requested by the Minority Shareholder, the Majority Shareholder shall take all Necessary Action to the Company, its Subsidiaries and their respective employees as may be necessary or useful to the Shareholders in their reasonable judgment in connection with their review of the properties, assets and business of cause the Company and its Subsidiaries to furnish to the Minority Shareholder the Financial Statements described in clauses (a) and the above-mentioned documents, records and information. Without limiting the generality (c) of this Section 5.01 in accordance with IFRS within ninety (90) days of the foregoingdate of such request; provided, further, that the Company will (Minority Shareholder shall bear all out-of-pocket expenses of Parent or its Affiliates that are incurred in connection with the preparation of such Financial Statements in accordance with IFRS to the extent such expenses exceed those that would have been incurred in connection with the preparation of such Financial Statements in accordance with GAAP and will cause its Subsidiaries to) provide Yahoo and its accountants and auditors with access to such information and individuals as is reasonably necessary to conduct a review of the Company and its Subsidiaries (x) within three months following the Closing Date, (y) twice annually thereafter, and (z) as reasonably necessary to confirm that any material weakness, significant deficiency, internal control failure or system fault identified in a notice delivered or required to be delivered pursuant to Section 8.6 hereof has been remediedUnited States auditing standards.
Appears in 1 contract
Samples: Shareholders' Agreement (Harvest Natural Resources, Inc.)
Information Rights. (a) The If at any time the Company shallis not then a reporting company under the Securities Exchange Act of 1934, and shall cause each Subsidiary toas amended (the “Act”), maintain true books and records or if it is such a reporting company but is not then current on all 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 GAAPreporting obligations thereunder, and shall set aside on its books all such proper accruals and reserves as shall be required under GAAP.
(b) The then the Company shall deliver to each of Yahoo, SOFTBANK and each Management Member United the following:
(i) As 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 availablepracticable, but in any event no later than sixty within ninety (6090) days after the end of each fiscal year of the Company, a copy of the audited consolidated balance sheets of with respect to the Company and its Subsidiariesconsolidated subsidiaries, if any(i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements prepared in accordance with U.S. generally accepted accounting principles, consistently applied (“GAAP”) and audited and certified by independent public accountants of nationally recognized standing selected by the Company; and
ii. as soon as practicable, but in any event within forty-five (45) days after the end of each quarter of each fiscal year of the Company, with respect to the Company and its consolidated subsidiaries, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal year and the related consolidated statements of operationsquarter, 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 all prepared in accordance with GAAP applied on a consistent basis (except that such financial statements may (x) be subject to normal year-end audit adjustments; and (y) not contain all notes thereto that may be certified by the Company’s Chief Financial Officer (and Chief Accounting Officer after such Chief Accounting Officer is appointedrequired in accordance with GAAP).
(iiib) 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 Upon United’s request 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 time to the Alibaba businesses and used by Alibaba management for decision making purposes.
(iv) As soon as available but in any event not later than thirty (30) days after the end of each monthly accounting periodstime, a copy of the unaudited monthly management report, which shall include the unaudited consolidated balance sheet and income statement of full capitalization table for the Company and its Subsidiariessubsidiaries, if any, after the end of such month. All such financial statements shall be prepared in accordance with GAAP applied on a consistent basis.
(v) As soon as practicable following Board approval, a copy of the annual strategic plan including all securities and budget of instruments exercisable or convertible into the Company.
(vi) With reasonable promptness, such other information ’s and data with respect to the Company or any of its Subsidiaries subsidiaries’ securities as from time to time well as those that may be reasonably requested by any Shareholderreserved for issuance under the Company’s or its subsidiaries’ incentive stock and stock option plans even if not then subject to outstanding grants or options.
(c) The Company will (and will cause its Subsidiaries to) give (x) the Shareholders, and their respective employees and contract personnel primarily engaged by such Shareholder and (y) with the reasonable advance notice to, and the reasonable consent of, the Company (such consent not to be reasonably withheld, conditioned or delayed), the Shareholders’ respective outside accountants, auditors, legal counsel and other authorized representatives and agents, (i) full access during reasonable business hours to the properties, assets, books, contracts, commitments, reports and records of the Company and its Subsidiaries, and furnish to them all such documents, records and information with respect to the properties, assets and business of the Company and its Subsidiaries and copies of any work papers relating thereto as the Shareholders shall Upon United’s request from time to time reasonably request; and (ii) reasonable access during reasonable business hours to the Company, its Subsidiaries and their respective employees as may be necessary or useful to the Shareholders in their reasonable judgment in connection with their review of the properties, assets and business of the Company and its Subsidiaries and the above-mentioned documents, records and information. Without limiting the generality of the foregoingtime, the Company will present to United’s management a technology-roadmap update for the Company. This update will include, among other things, information related to the Company’s progress toward achieving sustainable aviation fuel production; updates on its selection of an engineering, procurement and construction firm; and updates on its front-end engineering design process, plant design, construction timeline, startup timeline, commissioning timeline and production ramp-up timeline.
(and will cause d) In respect of its Subsidiaries to) provide Yahoo and its accountants and auditors with access to such information and individuals access rights in Sections 1 and 2 hereof, United acknowledges and agrees that any information received by United in connection therewith will constitute Confidential Information under the Confidentiality Agreement, dated as is reasonably necessary to conduct a review of July 11, 2022 (the “NDA”), by and between the Company and its Subsidiaries (x) within three months following the Closing DateUnited Airlines, (y) twice annually thereafter, and (z) as reasonably necessary to confirm that any material weakness, significant deficiency, internal control failure or system fault identified in a notice delivered or required to be delivered pursuant to Section 8.6 hereof has been remedied.Inc.
Appears in 1 contract
Samples: Investor Rights Letter Agreement (Industrial Tech Acquisitions II, Inc.)
Information Rights. (a) The (i) For so long as Xx. Xxxxxx holds Equity Securities, the Company shall, and shall cause each Subsidiary to, maintain true books and records of account in its subsidiaries to provide Xx. Xxxxxx with the following (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 shall 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, diminish from any information rights that are mandatory according to any applicable law):
A. 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 reasonably practicable and in any event no later than sixty within ninety (6090) days after the end of each fiscal year of the Companyyear, a copy of the an audited consolidated balance sheets sheet of the Company Blend and its Subsidiaries, if any, as of the end of such fiscal year subsidiaries and the related audited consolidated statements of operationsincome, shareholders equity stockholders’ 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 flows, 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).GAAP;
(iii) As B. as soon as available but reasonably practicable and in any event not later than thirty-five within ninety (3590) days after the end of each quarterly accounting periodsfiscal year, (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 the Alibaba businesses and used by Alibaba management for decision making purposes.annual Financial Statements;
(iv) As C. as soon as available but reasonably practicable and in any event not later than within forty-five (45) days after the end of any calendar quarter in a calendar year, unaudited quarterly Financial Statements; and
D. as soon as reasonably practicable and in any event within thirty (30) days after the end of each calendar month, unaudited consolidated summary financial information (in form and substance substantially consistent with the monthly accounting periodsinformation presented to the executive management team of Blend) for the Company and its subsidiaries for such calendar month;
E. such other information on such timely basis as reasonably requested to satisfy GAAP requirements or needs of Xx. Xxxxxx Holders or to file Xx. Xxxxxx Xxxxxx’s tax returns in accordance with applicable laws.
(i) The Company shall (x) permit Xx. Xxxxxx and its representatives to contact the Company’s accountants, a copy auditors and employees, and the Company shall, and shall use its commercially reasonable efforts to cause such accountants, auditors and employees to, discuss, cooperate and provide information reasonably requested by Xx. Xxxxxx or its representatives, in order for Xx. Xxxxxx to prepare financial statements of Xx. Xxxxxx that meet the requirements of Regulation S-X promulgated under the Securities Act of 1933; provided that such discussions, cooperation and provision shall be at the sole cost and expense of Xx. Xxxxxx and shall not unreasonably interfere with the normal operations of the unaudited monthly Company, and (y) xxxxx Xx. Xxxxxx reasonable opportunity to discuss with management report, which shall include the unaudited consolidated balance sheet and income statement business operations of the Company and its Subsidiaries, if any, after the end of such month. All such financial statements shall be prepared in accordance with GAAP applied on a consistent basissubsidiaries.
(vb) As soon as practicable following Board approvalFrom and after the date of this Agreement, Xx. Xxxxxx shall not directly or indirectly, disclose, reveal, divulge, use (other than to monitor its investment in the Company) or communicate to any Person other than its accountants or counsel on a copy of the annual strategic plan and budget need to know basis any confidential information of the Company.
(vi) With , the Company’s subsidiaries or their respective businesses obtained pursuant to this Section 7 or otherwise, unless required to disclose by judicial or administrative process or by other requirements of law, governmental authorities, self-regulatory organization or stock exchanges; provided, however, that in the event disclosure is required by applicable law, rule or regulation, Xx. Xxxxxx shall take reasonable promptnesssteps to minimize the extent of any such required disclosure and, to the extent legally permissible, provide the Company with prompt notice of such other information requirement prior to making any disclosure so that the Company may seek an appropriate protective order, at the Company’s sole expense. For purposes of this Section 7, “confidential information” does not include, and data there shall be no obligation hereunder with respect to the Company or any of its Subsidiaries as from time to time may be reasonably requested by any Shareholder.
(c) The Company will (and will cause its Subsidiaries to) give (x) the Shareholders, and their respective employees and contract personnel primarily engaged by such Shareholder and (y) with the reasonable advance notice to, and the reasonable consent of, the Company (such consent not to be reasonably withheld, conditioned or delayed), the Shareholders’ respective outside accountants, auditors, legal counsel and other authorized representatives and agents, information that (i) full access during reasonable business hours is generally available to the properties, assets, books, contracts, commitments, reports and records public on the date of the Company and its Subsidiaries, and furnish to them all such documents, records and information with respect to the properties, assets and business of the Company and its Subsidiaries and copies of any work papers relating thereto as the Shareholders shall from time to time reasonably request; and this Agreement or (ii) reasonable access during reasonable business hours becomes generally available to the Company, its Subsidiaries and their respective employees public other than as may be necessary or useful to the Shareholders in their reasonable judgment in connection with their review a result of the properties, assets and business of the Company and its Subsidiaries and the above-mentioned documents, records and information. Without limiting the generality of the foregoing, the Company will (and will cause its Subsidiaries to) provide Yahoo and its accountants and auditors with access to such information and individuals as is reasonably necessary to conduct a review of the Company and its Subsidiaries (x) within three months following the Closing Date, (y) twice annually thereafter, and (z) as reasonably necessary to confirm that any material weakness, significant deficiency, internal control failure or system fault identified in a notice delivered or required to be delivered pursuant to Section 8.6 hereof has been remedieddisclosure not otherwise permissible hereunder.
Appears in 1 contract
Information Rights. (a) The Company shall, and shall cause agrees to furnish each Subsidiary to, maintain true books and records Person that is a Stockholder as of account in which full and correct entries shall be made the date 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 followingthis Agreement:
(i) As as soon as available but practicable and, in any event not later than thirty-five (35) event, within 45 days after the end of each of the quarterly accounting periodsfirst three fiscal quarters, the unaudited consolidated balance sheet of the Company and its Subsidiaries, if any, Subsidiaries 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 at the end of such quarterly period. All quarter and the related unaudited statement of operations and cash flow for such financial statements shall be quarter and for the portion of the fiscal year then ended, in each case prepared in accordance with GAAP generally accepted accounting principles as applied on a consistent basis in the United States (“GAAP”), setting forth in comparative form the figures for the corresponding quarter and be certified by portion of the previous fiscal year, and the figures for the corresponding quarter and portion of the then current fiscal year as in the Company’s Chief Financial Officer (and Chief Accounting Officer after such Chief Accounting Officer is appointed).annual operating budget,
(ii) As as soon as availablepracticable and, but in any event no later than sixty (60) event, within 90 days after the end of each fiscal year of the Companyyear, a copy of (i) the audited consolidated balance sheets sheet of the Company and its Subsidiaries, if any, Subsidiaries as of at the end of such fiscal year and the related consolidated statements audited statement of operations, shareholders equity operations and cash flows of the Company and its Subsidiaries stating in comparative form the figures as of the end of flow for such fiscal year, and for the previous portion of the fiscal year then ended, in each case prepared in accordance with GAAP and certified by a firm of independent certified public accountants of nationally recognized international standing selected by standing, together with a comparison of the Company and approved by the Shareholders. All figures in such financial statements shall be prepared with the figures for the previous fiscal year and the figures 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).annual operating budget, accompanied by an audit report of the Company’s independent auditors,
(iii) As as soon as available but practicable and, in any event not later than thirty-five (35) event, within 30 days after of the end beginning of each quarterly accounting periodsfiscal year, (A) explanations the Company’s annual operating budget 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) abovesuch fiscal year, and (B) promptly following the preparation thereof, a copy of any revisions to such annual operating metrics relevant to the Alibaba businesses and used by Alibaba management for decision making purposes.budget, and
(iv) As soon as promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent or made generally available but in any event not later than thirty (30) days after the end of each monthly accounting periods, a copy of the unaudited monthly management report, which shall include the unaudited consolidated balance sheet and income statement of by the Company and its Subsidiaries, if any, after the end of such month. All such financial statements shall be prepared in accordance with GAAP applied on a consistent basis.
(v) As soon as practicable following Board approval, a copy of the annual strategic plan and budget of the Company.
(vi) With reasonable promptness, such other information and data with respect to the Company or any of its Subsidiaries as from time to time may be reasonably requested security holders and all regular and periodic reports and all registration statements and prospectuses filed by the Company with any Shareholder.
(c) The Company will (and will cause its Subsidiaries to) give (x) the Shareholders, and their respective employees and contract personnel primarily engaged by such Shareholder and (y) securities exchange or with the reasonable advance notice to, and the reasonable consent of, the Company (such consent not to be reasonably withheld, conditioned or delayed), the Shareholders’ respective outside accountants, auditors, legal counsel and other authorized representatives and agents, (i) full access during reasonable business hours to the properties, assets, books, contracts, commitments, reports and records of the Company and its Subsidiaries, and furnish to them all such documents, records and information with respect to the properties, assets and business of the Company and its Subsidiaries and copies of any work papers relating thereto as the Shareholders shall from time to time reasonably request; and (ii) reasonable access during reasonable business hours to the Company, its Subsidiaries and their respective employees as may be necessary or useful to the Shareholders in their reasonable judgment in connection with their review of the properties, assets and business of the Company and its Subsidiaries and the above-mentioned documents, records and informationSEC. Without limiting the generality of Notwithstanding the foregoing, the Company will shall not be required to furnish the information set forth in this Section 6.02(a) to any Person so long as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and in compliance with its disclosure obligations thereunder.
(b) In addition, during the period in which a Key Investor Stockholder, Xxxxxxxx, or Constitution is entitled to designate an Investor Designee pursuant to Section 2.01(a) or Section (b), the Company agrees to permit representatives of each Key Investor Stockholder, Xxxxxxxx and will cause its Subsidiaries toConstitution to (i) provide Yahoo visit and its accountants and auditors with access to such information and individuals as is reasonably necessary to conduct a review inspect the properties of the Company and its Subsidiaries (x) within three months following the Closing DateBank, (yii) twice annually thereafter, examine the corporate books of the Company and the Bank and (ziii) discuss the affairs, finances and accounts of the Company and the Bank with the officers (and to make such appropriate officers available for such purpose), all upon reasonable notice and at such reasonable times as such Key Investor Stockholder, Xxxxxxxx or Constitution may reasonably necessary to confirm that any material weakness, significant deficiency, internal control failure or system fault identified in a notice delivered or required to be delivered pursuant to Section 8.6 hereof has been remediedrequest but not more frequently than once per calendar quarter.
Appears in 1 contract
Information Rights. At any time after repayment, refinance or other termination of the obligations of the Company under the Credit Agreement, the Company shall provide Holder with the following information, which Holder shall keep confidential in accordance with its customary practices and procedures:
(a) The Company shallIn connection with any proposed or completed Equity Distribution or Change of Control, and shall cause each Subsidiary toreasonable access, maintain true during normal business hours, to the books and records of account in which full the Company and correct entries shall be made to the officers of all its the Company to discuss the Company's 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.affairs;
(b) The Company shall deliver to each of Yahoo, SOFTBANK and each Management Member the following:
(i) As soon as available but available, and in any event not later than thirty-five (35) within 45 days after the end of each quarterly period (the "Fiscal Quarter") of each fiscal year (the "Fiscal Year") of the quarterly accounting periodsCompany, the an unaudited consolidated statements of income, members' equity, changes in financial position and cash flow for the Company and its subsidiaries and the Parent and its Subsidiaries for such Fiscal Quarter and an unaudited balance sheet of the Company and its Subsidiaries, if any, Subsidiaries and the Parent and its Subsidiaries dated as of the end of such Fiscal Quarter, in each such periodcase prepared in accordance with generally accepted accounting principles consistently applied (subject to normal year-end adjustments) accompanied by the certificate of a responsible officer of the Company and the Parent, which certificate shall state that said financial statements fairly present the related unaudited consolidated statements financial condition and results of operations, shareholders’ equity and cash flows operations of the Company and its Subsidiariessubsidiaries or the Parent, if anyas applicable, in accordance with generally accepted accounting principles, for such quarterly period and for the period from the beginning of such fiscal year (subject to the normal year-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 appointedaudit adjustments).;
(iic) As soon as available, but and in any event no later than sixty (60) event, within 90 days after the end of each fiscal year Fiscal Year (i) the audited consolidated statements of income, members' equity, changes in financial position and cash flow of the CompanyCompany and its subsidiaries and the Parent and its Subsidiaries for such Fiscal Year, a copy of and the audited related consolidated balance sheets of the Company and its Subsidiaries, if any, subsidiaries and the Parent and its Subsidiaries as of at the end of such fiscal year Fiscal Year, and accompanied by the related opinion of Xxxxxx & Xxxxxx or other independent public accountants of recognized national standing acceptable to Holder, which opinion shall state that said financial statements fairly present the consolidated statements financial condition and results of operations, shareholders equity and cash flows operations of the Company and its Subsidiaries stating in comparative form subsidiaries and the figures Parent and its subsidiaries, as of the case may be, as at the end of of, and for the previous fiscal year certified by a firm of independent certified public accountants of recognized international standing selected by the Company for, such Fiscal Year and approved by the Shareholders. All that such financial statements shall be have been prepared in accordance with GAAP applied on a consistent basis generally accepted accounting principles except for such changes in such principles with which the independent public accountants shall have concurred; and be certified (ii) an audited statement showing any amounts distributed to the Members or their Affiliates in respect of such Fiscal Year;
(d) Promptly upon its becoming available, each financial statement, report, notice or proxy statement sent by the Company’s Chief Financial Officer Company or any of subsidiaries to stockholders, members or holders of interests therein generally and each regular or periodic report and any registration statement, prospectus or written communication (and Chief Accounting Officer after such Chief Accounting Officer is appointed).
(iiiother than transmittal letters, comments to filings or other immaterial correspondence) 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 the Alibaba businesses and used respect thereof filed by Alibaba management for decision making purposes.
(iv) As soon as available but in any event not later than thirty (30) days after the end of each monthly accounting periods, a copy of the unaudited monthly management report, which shall include the unaudited consolidated balance sheet and income statement of the Company and its Subsidiaries, if any, after the end of such month. All such financial statements shall be prepared in accordance with GAAP applied on a consistent basis.
(v) As soon as practicable following Board approval, a copy of the annual strategic plan and budget of the Company.
(vi) With reasonable promptness, such other information and data with respect to the Company or any of its Subsidiaries as subsidiaries with or received by the Company or any of its subsidiaries in connection therewith from time to time may be reasonably requested by any Shareholdersecurities exchange or the Securities Exchange Commission.
(ce) The Company will At least thirty (and will cause its Subsidiaries to30) give (x) the Shareholders, and their respective employees and contract personnel primarily engaged by such Shareholder and (y) with the reasonable advance notice to, and the reasonable consent ofdays prior to any Tax Distribution, the Company (such consent not shall deliver to be reasonably withheld, conditioned Holder a calculation in reasonable detail prepared by Xxxxxx & Xxxxxx or delayed), the Shareholders’ respective outside accountants, auditors, legal counsel and other authorized representatives and agents, (i) full access during reasonable business hours independent public accountants of recognized national standing acceptable to the properties, assets, books, contracts, commitments, reports and records Holder of the Company and its Subsidiariesamount of such Tax Distributions.
(f) Promptly following receipt or preparation thereof, and furnish to them all such documents, records and information copies of any reserve reports or estimates with respect to the properties, assets and business of the Company Company's and its Subsidiaries subsidiaries oil and copies of any work papers relating thereto as the Shareholders shall from time gas properties. In addition to time reasonably request; and (ii) reasonable access during reasonable business hours to the Company, its Subsidiaries and their respective employees as may be necessary or useful to the Shareholders in their reasonable judgment in connection with their review of the properties, assets and business of the Company and its Subsidiaries and the above-mentioned documents, records and information. Without limiting the generality of the foregoing, the Company will (and will cause its Subsidiaries to) provide Yahoo and its accountants and auditors with access not fewer than 15 days prior to such information and individuals as is reasonably necessary to conduct a review Change of Control, written notice of the Company tem1s of such transaction in reasonable detail, which will result in such Change of Control , including the amount and its Subsidiaries (x) within three months following the Closing Date, (y) twice annually thereafter, and (z) as reasonably necessary to confirm that any material weakness, significant deficiency, internal control failure or system fault identified in a notice delivered or required to be delivered pursuant to Section 8.6 hereof has been remediedtype of anticipated Change of Control Consideration.
Appears in 1 contract
Information Rights. (a) The For so long as a Purchaser Nominated Director is a member of the Board of Directors or the Purchaser Director Entitlement or Purchaser Observer Entitlement is greater than zero Directors or zero Observers, respectively (the “Information Rights Period”), the Company shall, and shall cause each Subsidiary to, maintain true books and records of account in will deliver or make available to the Purchasers the following information (which full and correct entries shall be made of all its business transactions pursuant to a system of accounting established and administered in accordance may occur by filing such information 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:Commission):
(i) As soon as available but in any event not later than thirty-five at least thirty (3530) days after prior to the end commencement of each fiscal year of the quarterly accounting periodsCompany, the unaudited consolidated balance sheet an annual budget of the Company and its Subsidiaries, if any, as of financial forecasts for the end of each such period, the related unaudited consolidated statements of operations, shareholders’ equity and cash flows next five fiscal years of the Company (it being understood that the initial budget and its Subsidiaries, if any, for forecasts after the Closing Date shall be in a form with such quarterly period information and for the period from the beginning of such fiscal year other data as is reasonably satisfactory to the end of such quarterly period. All such financial statements Majority Holders on the Closing Date and, except as otherwise agreed by the Majority Holders, each budget and forecast thereafter shall be prepared in accordance a similar form 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 appointedcorresponding information).;
(ii) As as soon as available, but in any event no later than sixty (60) days practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, a copy of the audited consolidated balance sheets sheet of the Company and its Subsidiaries, if any, Subsidiaries as of the end of such fiscal year and the related consolidated statements of operations, shareholders equity income and cash flows of the Company and its Subsidiaries stating for such year, prepared in accordance with GAAP and setting forth in each case in comparative form the figures as of the end of and for the previous fiscal year certified by a year, all in reasonable detail, with the opinion of the independent registered public accounting firm of independent certified public accountants of recognized international standing selected by the Company and approved by Audit Committee of the Shareholders. All Board of Directors with respect to 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).statements;
(iii) As as soon as available but in any event not later than thirty-five (35) days practicable after the end of each the first, second and third quarterly accounting periods, (A) explanations for any significant movements from the prior quarter periods in each fiscal year of the unaudited consolidated balance sheets and statements of income, stockholders’ equity and cash flows in conjunction with 8.5(b)(i) aboveCompany, and (B) operating metrics relevant to the Alibaba businesses and used by Alibaba management for decision making purposes.
(iv) As soon as available but in any event not later than thirty within forty-five (3045) days after the end of each monthly accounting periodsthereafter, a copy of the unaudited monthly management report, which shall include the an unaudited consolidated balance sheet and income statement of the Company and its Subsidiaries, if any, after the end of such month. All such financial statements shall be prepared in accordance with GAAP applied on a consistent basis.
(v) As soon as practicable following Board approval, a copy of the annual strategic plan and budget of the Company.
(vi) With reasonable promptness, such other information and data with respect to the Company or any of its Subsidiaries as from time to time may be reasonably requested by any Shareholder.
(c) The Company will (and will cause its Subsidiaries to) give (x) the Shareholders, and their respective employees and contract personnel primarily engaged by such Shareholder and (y) with the reasonable advance notice to, and the reasonable consent of, the Company (such consent not to be reasonably withheld, conditioned or delayed), the Shareholders’ respective outside accountants, auditors, legal counsel and other authorized representatives and agents, (i) full access during reasonable business hours to the properties, assets, books, contracts, commitments, reports and records of the Company and its Subsidiaries, and furnish to them all such documents, records and information with respect to the properties, assets and business of the Company and its Subsidiaries and copies of any work papers relating thereto as the Shareholders shall from time to time reasonably request; and (ii) reasonable access during reasonable business hours to the Company, its Subsidiaries and their respective employees as may be necessary or useful to the Shareholders in their reasonable judgment in connection with their review of the propertiesend of each such quarterly period, assets and business unaudited consolidated statements of income and cash flows of the Company and its Subsidiaries for such period and for the current fiscal year to date, prepared in accordance with GAAP and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, subject to changes resulting from normal year-end audit adjustments, all in reasonable detail, except that such financial statements need not contain the notes required by GAAP;
(iv) promptly following any distribution of reports, documents or other materials to members of the Board of Directors in their capacities as directors, copies of all such reports, documents and other materials distributed, provided or otherwise made available to the Board of Directors; and
(v) such other financial, management and operating reports of the Company and the above-mentioned documentsSubsidiaries (including with respect to the Phase I Subsidiary, records ADM and information. Without limiting the generality of Subsequent Phase Subsidiaries (as defined in the foregoingNotes)) reasonably requested by such Purchaser.
(b) During the Information Rights Period with respect to a Purchaser, the Company will shall (and will shall cause its Subsidiaries to) provide Yahoo (i) afford to such Purchaser and, if reasonably requested, the accountants, counsel and other representatives and agents of such Purchaser (collectively, the “Representatives”) reasonable access to its properties, records, books and Contracts during normal business hours upon reasonable notice as such Persons may reasonably request and (ii) make available to such Purchaser and its accountants Representatives the appropriate individuals for discussions of its business, properties and auditors with access to personnel upon reasonable notice as such information and individuals as is Purchaser or its Representatives may reasonably necessary to conduct a review of the Company and its Subsidiaries (x) within three months following the Closing Date, (y) twice annually thereafter, and (z) as reasonably necessary to confirm that any material weakness, significant deficiency, internal control failure or system fault identified in a notice delivered or required to be delivered pursuant to Section 8.6 hereof has been remediedrequest.
Appears in 1 contract
Information Rights. (a) The Company JD Finance 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 . During the period commencing on the date of the Closing and ending upon payment in full of the Liquidity Event Payment and for so long as the Maximum Issuance Interest is no less than 1.614%, JD Finance shall deliver to each of Yahoo, SOFTBANK and each Management Member JD Group the followingfollowing financial information:
(i) As soon as available but in any event not Not later than thirty-five twenty (3520) days after the end of each of the quarterly accounting periodsperiods or, after the Qualified IPO, not later than the date on which JD Finance publicly discloses them, the unaudited consolidated balance sheet sheets of the Company JD Finance and its Subsidiaries, if any, Subsidiaries as of the end of each such period, the related unaudited consolidated statements of operations, shareholders’ equity and cash flows of the Company JD Finance and its Subsidiaries, if any, Subsidiaries 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 CompanyJD Finance’s Chief Financial Officer (and Chief Accounting Officer after such Chief Accounting Officer is appointed). For the avoidance of doubt, if such financial statements are prepared in accordance with IFRS or PRC GAAP, JD Finance shall provide a reconciliation of such financial statements to U.S. GAAP, and shall cause such reconciliation to be reviewed by the firm serving as JD Finance’s independent public accountants at such time.
(ii) As soon as available but in any event not later than thirty (30) days after the end of each fiscal year of JD Finance, the unaudited consolidated balance sheets of JD Finance and its Subsidiaries as of the end of fiscal year and the related consolidated statements of operations, equity and cash flows of JD Finance and its Subsidiaries for the fourth quarterly period of such fiscal year. All such financial statements shall be prepared in accordance with GAAP applied on a consistent basis and be certified by JD Finance’s Chief Financial Officer (and Chief Accounting Officer after such Chief Accounting Officer is appointed). For the avoidance of doubt, if such financial statements are prepared in accordance with IFRS or PRC GAAP, JD Finance shall provide a reconciliation of such financial statements to U.S. GAAP, and shall cause such reconciliation to be reviewed by the firm serving as JD Finance’s independent public accountants at such time.
(iii) As soon as available, but in any event no later than sixty ninety (6090) days after the end of each fiscal year of the CompanyJD Finance, a copy of the audited consolidated balance sheets of the Company JD Finance and its Subsidiaries, if any, Subsidiaries as of the end of such fiscal year and the related consolidated statements of operations, shareholders equity and cash flows of the Company JD Finance and its Subsidiaries stating in comparative form the figures as of the end of and for the previous fiscal year certified by a firm one of independent certified public accountants of recognized international standing the “big four” accounting firms selected by the Company JD Finance and approved by the ShareholdersJD Finance’s equityholders. All such financial statements shall be prepared in accordance with GAAP applied on a consistent basis and be certified by the CompanyJD Finance’s Chief Financial Officer (and Chief Accounting Officer after such Chief Accounting Officer is appointed). For the avoidance of doubt, if such financial statements are prepared in accordance with IFRS or PRC GAAP, JD Finance shall provide a reconciliation of such financial statements to U.S. GAAP, and shall cause such reconciliation to be reviewed by the firm serving as JD Finance’s independent public accountants at such time.
(iiiiv) As Upon JD Group’s request and as soon as available but in any event not later than thirty-five sixty (3560) days after the end of each quarterly accounting periodsperiod, (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) abovethis Section 10.2 , and (B) operating metrics relevant to the Alibaba JD Finance’s businesses and used by Alibaba JD Finance’s management for decision decision-making purposespurposes (excluding any Highly Sensitive Information).
(ivb) As soon as available but All access to information provided for in any event not later than thirty (30) days after the end of each monthly accounting periods, a copy of the unaudited monthly management report, which shall include the unaudited consolidated balance sheet and income statement of the Company and its Subsidiaries, if any, after the end of such month. All such financial statements this Section 10.2 shall be prepared in accordance with GAAP applied on a consistent basis.
(v) As soon as practicable during normal business hours following Board approval, a copy of the annual strategic plan and budget of the Company.
(vi) With reasonable promptness, such other information and data with respect to the Company or any of its Subsidiaries as from time to time may be reasonably requested by any Shareholder.
(c) The Company will (and will cause its Subsidiaries to) give (x) the Shareholders, and their respective employees and contract personnel primarily engaged by such Shareholder and (y) with the reasonable advance notice toto JD Finance, and in a manner that does not unreasonably interfere with JD Finance’s business operations. Nothing in this Section 10.2 shall require JD Finance to disclose to JD Group or the reasonable consent ofJD Group Audit Committee, or to permit any auditor to disclose to JD Group or the Company (such consent not to be reasonably withheld, conditioned or delayed), the Shareholders’ respective outside accountants, auditors, legal counsel and other authorized representatives and agentsJD Group Audit Committee, (i) full access during reasonable business hours to the properties, assets, books, contracts, commitments, reports and records of the Company and its Subsidiaries, and furnish to them all such documents, records and information with respect to the properties, assets and business of the Company and its Subsidiaries and copies of any work papers relating thereto as the Shareholders shall from time to time reasonably requestHighly Sensitive Information; and (ii) reasonable access during reasonable business hours any information to the Company, its Subsidiaries and their respective employees as may be necessary or useful extent such disclosure of such information would violate applicable Laws; (iii) any information to the Shareholders in their reasonable judgment in connection extent that disclosure thereof would constitute a breach of an agreement with their review of the properties, assets and business of the Company and its Subsidiaries and the above-mentioned documents, records and information. Without limiting the generality of the foregoing, the Company will a third party; or (and will cause its Subsidiaries toiv) provide Yahoo and its accountants and auditors with access to such any information and individuals as is reasonably necessary to conduct a review of the Company and its Subsidiaries (x) within three months following the Closing Date, (y) twice annually thereafter, and (z) as reasonably necessary to confirm that any material weakness, significant deficiency, internal control failure or system fault identified whose disclosure would result in a notice delivered or required to be delivered pursuant to Section 8.6 hereof has been remediedwaiver of any attorney-client privilege.
Appears in 1 contract
Samples: Framework Agreement (JD.com, Inc.)
Information Rights. At any time after repayment , refinance or other termination of the obligations of the Company under the Credit Agreement, the Company shall provide Holder with the following information, which Holder shall keep confidential in accordance with its’ customary practices and procedures:
(a) The Company shallIn connection with any proposed or completed Equity Distribution or Change of Control , and shall cause each Subsidiary toreasonable access, maintain true books during normal business hours, to the hooks and records of account in which full the Company and correct entries shall be made to the officers of all its the Company to discuss the Company' s 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.affairs;
(b) The Company shall deliver to each of Yahoo, SOFTBANK and each Management Member the following:
(i) As soon as available but available, and in any event not later than thirty-five (35) within 45 days after the end of each quarterly period (the "Fiscal Quarter") of each fiscal year (the "Fiscal Year") of the quarterly accounting periodsCompany, the an unaudited consolidated statements of income, members' equity, changes in financial position and cash flow for the Company and its subsidiaries and the Parent and its Subsidiaries for such Fiscal Quarter and an unaudited balance sheet of the Company and its Subsidiaries, if any, Subsidiaries and the Parent and its Subsidiaries dated as of the end of such Fiscal Quarter, in each such periodcase prepared in accordance with generally accepted accounting principles consistently applied (subject to normal year-end adjustments) accompanied by the certificate of a responsible officer of the Company and the Parent, which certificate shall state that said financial statements fairly present the related unaudited consolidated statements financial condition and results of operations, shareholders’ equity and cash flows operations of the Company and its Subsidiariessubsidiaries or the Parent , if anyas applicable, in accordance with generally accepted accounting principles, for such quarterly period and for the period from the beginning of such fiscal year (subject to the normal year-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 appointedaudit adjustments).;
(iic) As soon as available, but and in any event no later than sixty (60) event, within 90 days after the end of each fiscal year Fiscal Year (i) the audited consolidated statements of income, members' equity, changes in financial position and cash flow of the CompanyCompany and its subsidiaries and the Parent and i ts Subsidiaries for such Fiscal Year, a copy of and the audited related consolidated balance sheets of the Company and its Subsidiaries, if any, subsidiaries and the Parent and its Subsidiaries as of at the end of such fiscal year Fiscal Year, and accompanied by the related opinion of Xxxxxx & Xxxxxx or other independent public accountants of recognized national standing acceptable to Holder, which opinion shall state that said financial statements fairly present the consolidated statements financial condition and results of operations, shareholders equity and cash flows of operations or the Company and its Subsidiaries stating in comparative form subsidiaries and the figures Parent and its subsidiaries, as of the case may be, as at the end of of, and for the previous fiscal year certified by a firm of independent certified public accountants of recognized international standing selected by the Company for, such Fiscal Year and approved by the Shareholders. All that such financial statements shall be have been prepared in accordance with GAAP applied on a consistent basis generally accepted accounting principles except for such changes in such principles with which the independent public accountants shall have concurred; and be certified (ii) an audited statement showing any amount distributed to the Members or their Affiliates in respect of such Fiscal Year;
(d) Promptly upon its becoming available, each financial statement, report, notice or proxy statement sent by the Company’s Chief Financial Officer Company or any of subsidiaries to stockholders, members or holders of interests therein generally and each regular or periodic report and any registration statement, prospectus or written communication (and Chief Accounting Officer after such Chief Accounting Officer is appointed).
(iiiother than transmittal letters, comments to filings or other immaterial correspondence) 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 the Alibaba businesses and used respect thereof filed by Alibaba management for decision making purposes.
(iv) As soon as available but in any event not later than thirty (30) days after the end of each monthly accounting periods, a copy of the unaudited monthly management report, which shall include the unaudited consolidated balance sheet and income statement of the Company and its Subsidiaries, if any, after the end of such month. All such financial statements shall be prepared in accordance with GAAP applied on a consistent basis.
(v) As soon as practicable following Board approval, a copy of the annual strategic plan and budget of the Company.
(vi) With reasonable promptness, such other information and data with respect to the Company or any of its Subsidiaries as subsidiaries with or received by the Company or any of its subsidiaries in connection therewith from time to time may be reasonably requested by any Shareholdersecurities exchange or the Securities Exchange Commission.
(ce) The Company will At least thirty (and will cause its Subsidiaries to30) give (x) the Shareholders, and their respective employees and contract personnel primarily engaged by such Shareholder and (y) with the reasonable advance notice to, and the reasonable consent ofdays prior to any Tax Distribution , the Company (such consent not shall deliver to be reasonably withheld, conditioned Holder a calculation in reasonable detail prepared by Xxxxxx & Xxxxxx or delayed), the Shareholders’ respective outside accountants, auditors, legal counsel and other authorized representatives and agents, (i) full access during reasonable business hours independent public accountants of recognized national standing acceptable to the properties, assets, books, contracts, commitments, reports and records Holder of the Company and its Subsidiariesamount of such Tax Distributions.
(f) Promptly following receipt or preparation thereof, and furnish to them all such documents, records and information copies of any reserve repo1ts or estimates with respect to the properties, assets and business of the Company Company's and its Subsidiaries subsidiaries oil and copies of any work papers relating thereto as the Shareholders shall from time gas properties. In addition to time reasonably request; and (ii) reasonable access during reasonable business hours to the Company, its Subsidiaries and their respective employees as may be necessary or useful to the Shareholders in their reasonable judgment in connection with their review of the properties, assets and business of the Company and its Subsidiaries and the above-mentioned documents, records and information. Without limiting the generality of the foregoing, the Company will (and will cause its Subsidiaries to) provide Yahoo and its accountants and auditors with access not fewer than 15 days prior to such information and individuals as is reasonably necessary to conduct a review Change of Control, written notice of the Company terms of such transaction in reasonable detail , which will result in such Change of Control, including the amount and its Subsidiaries (x) within three months following the Closing Date, (y) twice annually thereafter, and (z) as reasonably necessary to confirm that any material weakness, significant deficiency, internal control failure or system fault identified in a notice delivered or required to be delivered pursuant to Section 8.6 hereof has been remediedtype of anticipated Change of Control Consideration.
Appears in 1 contract
Information Rights. (a) The Company JD Finance 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 . During the period commencing on the date of the Closing and ending upon payment in full of the Liquidity Event Payment and for so long as the Maximum Issuance Interest is no less than 1.614%, JD Finance shall deliver to each of Yahoo, SOFTBANK and each Management Member JD Group the followingfollowing financial information:
(i) As soon as available but in any event not Not later than thirty-five twenty (3520) days after the end of each of the quarterly accounting periodsperiods or, after the Qualified IPO, not later than the date on which JD Finance publicly discloses them, the unaudited consolidated balance sheet sheets of the Company JD Finance and its Subsidiaries, if any, Subsidiaries as of the end of each such period, the related unaudited consolidated statements of operations, shareholders’ equity and cash flows of the Company JD Finance and its Subsidiaries, if any, Subsidiaries 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 CompanyJD Finance’s Chief Financial Officer (and Chief Accounting Officer after such Chief Accounting Officer is appointed). For the avoidance of doubt, if such financial statements are prepared in accordance with IFRS or PRC GAAP, JD Finance shall provide a reconciliation of such financial statements to U.S. GAAP, and shall cause such reconciliation to be reviewed by the firm serving as JD Finance’s independent public accountants at such time.
(ii) As soon as available but in any event not later than thirty (30) days after the end of each fiscal year of JD Finance, the unaudited consolidated balance sheets of JD Finance and its Subsidiaries as of the end of fiscal year and the related consolidated statements of operations, equity and cash flows of JD Finance and its Subsidiaries for the fourth quarterly period of such fiscal year. All such financial statements shall be prepared in accordance with GAAP applied on a consistent basis and be certified by JD Finance’s Chief Financial Officer (and Chief Accounting Officer after such Chief Accounting Officer is appointed). For the avoidance of doubt, if such financial statements are prepared in accordance with IFRS or PRC GAAP, JD Finance shall provide a reconciliation of such financial statements to U.S. GAAP, and shall cause such reconciliation to be reviewed by the firm serving as JD Finance’s independent public accountants at such time.
(iii) As soon as available, but in any event no later than sixty ninety (6090) days after the end of each fiscal year of the CompanyJD Finance, a copy of the audited consolidated balance sheets of the Company JD Finance and its Subsidiaries, if any, Subsidiaries as of the end of such fiscal year and the related consolidated statements of operations, shareholders equity and cash flows of the Company JD Finance and its Subsidiaries stating in comparative form the figures as of the end of and for the previous fiscal year certified by a firm one of independent certified public accountants of recognized international standing the “big four” accounting firms selected by the Company JD Finance and approved by the ShareholdersJD Finance’s equityholders. All such financial statements shall be prepared in accordance with GAAP applied on a consistent basis and be certified by the CompanyJD Finance’s Chief Financial Officer (and Chief Accounting Officer after such Chief Accounting Officer is appointed). For the avoidance of doubt, if such financial statements are prepared in accordance with IFRS or PRC GAAP, JD Finance shall provide a reconciliation of such financial statements to U.S. GAAP, and shall cause such reconciliation to be reviewed by the firm serving as JD Finance’s independent public accountants at such time.
(iiiiv) As Upon JD Group’s request and as soon as available but in any event not later than thirty-five sixty (3560) days after the end of each quarterly accounting periodsperiod, (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) abovethis Section 10.2, and (B) operating metrics relevant to the Alibaba JD Finance’s businesses and used by Alibaba JD Finance’s management for decision decision-making purposespurposes (excluding any Highly Sensitive Information).
(ivb) As soon as available but All access to information provided for in any event not later than thirty (30) days after the end of each monthly accounting periods, a copy of the unaudited monthly management report, which shall include the unaudited consolidated balance sheet and income statement of the Company and its Subsidiaries, if any, after the end of such month. All such financial statements this Section 10.2 shall be prepared in accordance with GAAP applied on a consistent basis.
(v) As soon as practicable during normal business hours following Board approval, a copy of the annual strategic plan and budget of the Company.
(vi) With reasonable promptness, such other information and data with respect to the Company or any of its Subsidiaries as from time to time may be reasonably requested by any Shareholder.
(c) The Company will (and will cause its Subsidiaries to) give (x) the Shareholders, and their respective employees and contract personnel primarily engaged by such Shareholder and (y) with the reasonable advance notice toto JD Finance, and in a manner that does not unreasonably interfere with JD Finance’s business operations. Nothing in this Section 10.2 shall require JD Finance to disclose to JD Group or the reasonable consent ofJD Group Audit Committee, or to permit any auditor to disclose to JD Group or the Company (such consent not to be reasonably withheld, conditioned or delayed), the Shareholders’ respective outside accountants, auditors, legal counsel and other authorized representatives and agentsJD Group Audit Committee, (i) full access during reasonable business hours to the properties, assets, books, contracts, commitments, reports and records of the Company and its Subsidiaries, and furnish to them all such documents, records and information with respect to the properties, assets and business of the Company and its Subsidiaries and copies of any work papers relating thereto as the Shareholders shall from time to time reasonably requestHighly Sensitive Information; and (ii) reasonable access during reasonable business hours any information to the Company, its Subsidiaries and their respective employees as may be necessary or useful extent such disclosure of such information would violate applicable Laws; (iii) any information to the Shareholders in their reasonable judgment in connection extent that disclosure thereof would constitute a breach of an agreement with their review of the properties, assets and business of the Company and its Subsidiaries and the above-mentioned documents, records and information. Without limiting the generality of the foregoing, the Company will a third party; or (and will cause its Subsidiaries toiv) provide Yahoo and its accountants and auditors with access to such any information and individuals as is reasonably necessary to conduct a review of the Company and its Subsidiaries (x) within three months following the Closing Date, (y) twice annually thereafter, and (z) as reasonably necessary to confirm that any material weakness, significant deficiency, internal control failure or system fault identified whose disclosure would result in a notice delivered or required to be delivered pursuant to Section 8.6 hereof has been remediedwaiver of any attorney-client privilege.
Appears in 1 contract
Samples: Framework Agreement (JD.com, Inc.)
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 Corporation shall deliver the following reports to each of Yahoo, SOFTBANK Investor and each Major Management Member the followingStockholder:
(i) As as soon as available but and in any event not later than thirtywithin thirty (30) days after the end of each month of each fiscal year of the Corporation, consolidated and consolidating balance sheets of the Corporation and its Subsidiaries as of the end of such period, and consolidated and consolidating statements of income and cash flows of the Corporation and its Subsidiaries for the period then ended, including a report containing a management’s discussion and analysis of such financial results prepared in conformity with GAAP, except as otherwise noted therein, and subject to the absence of footnotes and to year-end adjustments;
(ii) as soon as available and in any event within forty-five (3545) days after the end of each of the quarterly accounting periods, the unaudited consolidated balance sheet first three quarters of each fiscal year of the Company Corporation, consolidated and consolidating balance sheets of the Corporation and its Subsidiaries, if any, Subsidiaries as of the end of each such period, the related unaudited and consolidated and consolidating statements of operations, shareholders’ equity income and cash flows of the Company Corporation and its Subsidiaries, if any, for such quarterly period and Subsidiaries for the period from the beginning of such fiscal year then ended prepared in conformity with GAAP, except as otherwise noted therein, and subject to the absence of footnotes and to year-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).adjustments;
(iiiii) As as soon as available, but available and in any event no later than sixty within ninety (6090) days after the end of each fiscal year of the CompanyCorporation, a copy consolidated and consolidating balance sheet of the audited consolidated balance sheets of the Company Corporation and its Subsidiaries, if any, Subsidiaries as of the end of such fiscal year year, and the related consolidated and consolidating statements of operations, shareholders equity income and cash flows of the Company Corporation and its Subsidiaries stating in comparative form the figures as of the end of and for the previous fiscal year certified by then ended prepared in conformity with GAAP, except as otherwise noted therein, together with an auditor’s report thereon of a public accounting 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 the Alibaba businesses and used by Alibaba management for decision making purposes.established national reputation;
(iv) As to the extent the Corporation (or any Subsidiary thereof) is required to prepare such financial statements (or obtain such audit letters), any financial statements actually prepared by the Corporation (or any such Subsidiary), or audit letters actually obtained by the Corporation (or any such Subsidiary) from any auditor of such financial statements, in each case as soon as available but in to the Corporation (or such Subsidiary); and
(v) to the extent the Corporation (or any event not later than thirty (30Subsidiary thereof) days after the end of each monthly accounting periodsis required by law to prepare such reports, a copy any annual reports, quarterly reports and other periodic reports pursuant to Section 13 or 15(d) of the unaudited monthly management reportExchange Act actually prepared by the Corporation (or any Subsidiary thereof) as soon as available.
(b) The Corporation and its Subsidiaries shall provide to each Investor and each Major Management Stockholder, which true and correct copies of all documents, reports, financial data and other information as an Investor or Major Management Stockholder may reasonably request. The Corporation shall include the unaudited consolidated balance sheet permit any authorized representatives designated by an Investor or Major Management Stockholder to visit and income statement inspect any of the Company properties of the Corporation and its Subsidiaries, if anyincluding its and their books of account, after the end of and to discuss its and their affairs, finances and accounts with its and their officers, all at such month. All such financial statements shall be prepared in accordance with GAAP applied on a consistent basis.
(v) As soon times as practicable following Board approval, a copy of the annual strategic plan and budget of the Company.
(vi) With reasonable promptness, such other information and data with respect to the Company an Investor or any of its Subsidiaries as from time to time Major Management Stockholder may be reasonably requested by any Shareholderrequest.
(c) The Company Corporation will give each Investor and each Major Management Stockholder reasonable prior notice (and will cause its Subsidiaries to) give (x) it being agreed that substantially the Shareholders, and their respective employees and contract personnel primarily engaged by such Shareholder and (y) with the reasonable advance same prior notice to, and the reasonable consent of, the Company (such consent not to be reasonably withheld, conditioned or delayed), the Shareholders’ respective outside accountants, auditors, legal counsel and other authorized representatives and agents, (i) full access during reasonable business hours given to the properties, assets, books, contracts, commitments, reports and records members of the Company and its Subsidiaries, and furnish to them all such documents, records and information with respect to the properties, assets and business Board shall be deemed reasonable prior notice) of the Company time and its Subsidiaries place of any proposed meeting of the Board. The Corporation will deliver to each Investor and each Major Management Stockholder copies of any work papers relating thereto as the Shareholders shall all material documentation distributed from time to time to the members of the Board or any applicable committee thereof, at such time as such documents are so distributed to them, including copies of any written consent. The Corporation reserves the right to withhold any such documentation if (i) access to such documentation could be reasonably request; expected to adversely affect the attorney-client privilege between the Corporation and its counsel or (ii) such disclosure is prohibited by an agreement with a third party; provided, however, that in the case of the preceding clause (ii), the Corporation will use commercially reasonable access during reasonable business hours efforts to provide such documentation, which requirement shall be satisfied if the Investor or Major Management Stockholder is offered the opportunity to obtain such documentation by executing or otherwise becoming a party to the Company, its Subsidiaries and their respective employees confidentiality restrictions on substantially the same terms (including any standstill provisions) as may be necessary or useful are applicable to the Shareholders Corporation. Notwithstanding anything to the contrary contained in their reasonable judgment in connection with their review this Agreement, an Investor or Major Management Stockholder may not use or disclose any information received by such Investor or Major Management Stockholder, unless and except to the extent that such use or disclosure could have been made by a director of the properties, assets Corporation in compliance with all laws and business of the Company and its Subsidiaries and the above-mentioned documents, records and information. Without limiting the generality of the foregoing, the Company will (and will cause its Subsidiaries to) provide Yahoo and its accountants and auditors with access duties applicable to a director as such information and individuals as is reasonably necessary to conduct a review of the Company and its Subsidiaries (x) within three months following the Closing Date, (y) twice annually thereafter, and (z) as reasonably necessary to confirm that any material weakness, significant deficiency, internal control failure or system fault identified in a notice delivered or required to be delivered pursuant to Section 8.6 hereof has been remediedunder such circumstances.
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