Common use of Information Rights Clause in Contracts

Information Rights. GDI shall furnish the following information to each Preferred Holder for so long as such Preferred Holder owns any shares of GDI Series A Preferred or GDI Series B Preferred: (a) within ninety (90) days after the end of each fiscal year of GDI, an audited consolidated balance sheet of GDI and its subsidiaries as of the end of such fiscal year and the related consolidated statements of income, stockholders' equity and cash flows for the fiscal year then ended (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (a), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (a) shall be correspondingly be extended); (b) within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter in each fiscal year), an unaudited consolidated balance sheet of GDI and its subsidiaries and the related unaudited consolidated statements of income, stockholders' equity and cash flows, such consolidated balance sheet to be as of the end of such quarter and such consolidated statements of income, stockholders' equity and cash flows to be for such quarter and for the period from the beginning of the fiscal year to the end of such quarter (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (b), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (b) shall be correspondingly be extended); (c) if prepared by GDI in the ordinary course of business, as promptly as reasonably practicable following such preparation, monthly unaudited consolidated balance sheets of GDI and its subsidiaries and the related monthly unaudited consolidated statements of income, stockholders' equity and cash flows; (d) at least thirty (30) days prior to the start of each fiscal year, a copy of GDI's proposed annual budget for such fiscal year; and (e) such additional information about GDI and its subsidiaries as such Preferred Holder reasonably requests.

Appears in 3 contracts

Samples: Stockholders Agreement (General Devices Inc), Securities Purchase Agreement (General Devices Inc), Stockholders Agreement (General Devices Inc)

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Information Rights. GDI shall furnish the following information to each Preferred Holder for For so long as such any Preferred Holder owns Shareholder holds any shares share in the Company, each of GDI Series A the Group Companies covenants and agrees that, commencing on the date of this Agreement, the Group Companies shall deliver, to the Preferred or GDI Series B PreferredShareholders: (ai) audited annual consolidated financial statements, within ninety one hundred twenty (90120) days after the end of each fiscal year of GDIyear, an audited consolidated balance sheet of GDI and its subsidiaries as of the end of such fiscal year and the related consolidated statements of income, stockholders' equity and cash flows for the fiscal year then ended (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, prepared in the event that GDI shall timely and properly file conformance with the CommissionU.S. generally accepted accounting principles (“US GAAP”) or such other accounting standards agreed by the Board (including each Series A Director then in office, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (a), the time period in which GDI must deliver if any) audited by an accounting firm acceptable to the Preferred Holders such financial statements pursuant to this clause Board (a) shall be correspondingly be extendedincluding each Series A Director then in office, if any); (bii) unaudited monthly consolidated financial statements, within thirty (30) days after the end of each month, prepared in conformance with the US GAAP (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 required in accordance with US GAAP); (iii) unaudited quarterly consolidated financial statements, within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter calendar quarter, prepared in each fiscal year), an unaudited consolidated balance sheet of GDI and its subsidiaries and the related unaudited consolidated statements of income, stockholders' equity and cash flows, such consolidated balance sheet to be as of the end of such quarter and such consolidated statements of income, stockholders' equity and cash flows to be for such quarter and for the period from the beginning of the fiscal year to the end of such quarter (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file conformance with the Commission, US GAAP (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 required in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (b), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (b) shall be correspondingly be extendedUS GAAP); (civ) if prepared by GDI in an annual capital expenditure, operation results and operations budget for the ordinary course of businessGroup Companies for the following fiscal year, as promptly as reasonably practicable following such preparation, monthly unaudited consolidated balance sheets of GDI and its subsidiaries and the related monthly unaudited consolidated statements of income, stockholders' equity and cash flows; (d) at least no later than thirty (30) days prior to the start end of each fiscal year, a copy ; (v) copies of GDI's proposed annual budget for such fiscal yearall Company documents or other Company information sent to any Shareholder; and (evi) promptly upon the written request by any Preferred Shareholder, such additional other information about GDI and its subsidiaries as such Preferred Holder Shareholder shall reasonably requestsrequest from time to time, including, without limitation, the most recent version of the investment agreements, documents relating to subsequent financing or company management, and a copy of the official articles of association or other constitutional documents of the Group Companies (the above rights, collectively, the “Information Rights”). All financial statements to be provided to the Preferred Shareholders pursuant to this Section 1.1(a) shall be in English and/or Chinese and shall include an income statement, a balance sheet, a cash flow statement for the relevant period as well as for the fiscal year to-date and the analysis comparing the actual fiscal results to the annual budget and shall be prepared in conformance with the US GAAP.

Appears in 3 contracts

Samples: Shareholder Agreements, Shareholder Agreement (Niu Technologies), Shareholder Agreement (Niu Technologies)

Information Rights. GDI shall furnish Each of the following information to each Preferred Holder Group Companies covenants and agrees that, commencing on the date of this Agreement, for so long as a Preferred Shareholder holds any Preferred Share or any Ordinary Share (as defined in the Series C Share Purchase Agreement) issuable upon conversion thereof, the Group Companies shall deliver, to such Preferred Holder owns any shares of GDI Series A Preferred or GDI Series B PreferredShareholder: (ai) audited annual consolidated financial statements, within ninety thirty (9030) days after the end of each fiscal year of GDIyear, an audited consolidated balance sheet of GDI and its subsidiaries as of the end of such fiscal year and the related consolidated statements of income, stockholders' equity and cash flows for the fiscal year then ended (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, prepared in the event that GDI shall timely and properly file conformance with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause U.S. generally accepted accounting principles (a“US GAAP”), the time period in which GDI must deliver International Financial Reporting Standards (“IFRS”) and audited by the accounting firms acceptable to the Preferred Holders Lead Investor (as defined below), or, if approved by the Lead Investor, management accounts within such financial statements pursuant to this clause thirty (a30) shall be correspondingly be extended)day period; (bii) unaudited quarterly consolidated financial statements and management accounts, within forty-five thirty (4530) days after the end of each fiscal quarter calendar quarter, prepared in conformance with the US GAAP or IFRS; (other than iii) operating data (including the last fiscal quarter in each fiscal year)number of users and active users, an unaudited consolidated balance sheet of GDI engagement status, purchase orders/income categorized by SKU and its subsidiaries and the related unaudited consolidated statements of income, stockholders' equity and cash flows, such consolidated balance sheet to be as of cohort analysis) within thirty (30) days after the end of such quarter and such consolidated statements of income, stockholders' equity and cash flows to be for such quarter and for the period from the beginning of the fiscal year to the end of such quarter (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (b), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (b) shall be correspondingly be extended)each calendar quarter; (civ) if prepared by GDI in an annual capital expenditure and operations budget of the ordinary course of businessGroup Companies for the following fiscal year, as promptly as reasonably practicable following such preparation, monthly unaudited consolidated balance sheets of GDI and its subsidiaries and the related monthly unaudited consolidated statements of income, stockholders' equity and cash flows; (d) at least within thirty (30) days prior to the start end of each fiscal year, a copy of GDI's proposed annual budget for such fiscal year; and (ev) such additional information about GDI and its subsidiaries promptly upon the written request by any Preferred Shareholder, for so long as such Preferred Holder Shareholder holds any Preferred Share or any Ordinary Share issuable upon conversion thereof, such other information as such Preferred Shareholder shall reasonably requestsrequest from time to time, including, without limitation, the most recent version of the investment agreements, documents relating to subsequent financing or company management, and a copy of the official articles of association or other constitutional documents of the Group Companies (the above rights, collectively, the “Information Rights”). All financial statements to be provided to the Preferred Shareholders pursuant to this Section 1.1(a) shall include an income statement, a balance sheet, a cash flow statement for the relevant period as well as for the fiscal year to-date and the analysis comparing the actual fiscal results to the annual budget and shall be prepared in conformance with the US GAAP or IFRS.

Appears in 3 contracts

Samples: Shareholders Agreement (Jinxin Technology Holding Co), Shareholders Agreement (Jinxin Technology Holding Co), Shareholders Agreement (Jinxin Technology Holding Co)

Information Rights. GDI shall furnish (a) Subject to Section 1.5, the Company will deliver to the Investor the following information to each Preferred Holder for so long as such Preferred Holder owns any shares of GDI Series A Preferred or GDI Series B Preferredinformation: (ai) within ninety with respect to each fiscal year: (90A) days promptly after it has been made available (but in no event later than fifteen (15) Business Days of the end of each fiscal year year) the unaudited consolidated financial statements of GDI, an audited consolidated balance sheet of GDI the Company and its subsidiaries as of the end of such fiscal year and the related consolidated statements of incomeSubsidiaries, stockholders' equity and cash flows for the fiscal year then ended (provided, that, at any time that GDI B) promptly after it has at least one class of equity securities registered under the Securities Act, been made available (but in the no event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (a), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (a) shall be correspondingly be extended); (b) within fortylater than twenty-five (4525) days after Business Days of the end of each fiscal quarter (other than year) the last fiscal quarter in each fiscal year), an unaudited audited consolidated balance sheet financial statements of GDI the Company and its subsidiaries Subsidiaries, audited in accordance with U.S. GAAS, and the related unaudited consolidated statements of income, stockholders' equity and cash flows, such consolidated balance sheet to be as (C) promptly after it has been made available (but in no event later than seventy (70) Business Days of the end of such quarter and such each fiscal year) the international financial reporting standards (“IFRS”) consolidated financial statements of incomethe Company and its Subsidiaries; provided, stockholders' equity that if the Company properly extends the date for filing of any such statements specified in subparagraph (B) or (C) above with the SEC (i.e., by means of a filing on Form 12b-25), then the date set forth above for delivery to the Investor shall be extended for a corresponding period; (ii) with respect to each quarterly period, promptly after it has been made available, quarterly unaudited U.S. GAAP consolidated financial statements of the Company and its Subsidiaries, including (i) a detailed profit and loss statement, balance sheet and cash flows flow statement (which may be unreviewed and subject to further adjustment) to be for such quarter and for the period from the beginning provided within ten (10) Business Days of the fiscal year to the end of each quarter, (ii) such information as may reasonably be required for the Investor to prepare an update of the IFRS reconciliation for net income and shareholders equity, (iii) a management discussion & analysis, including an analysis of revenue, (iv) a rolling forecast in relation to the current quarter as presented to the Board of Directors and (vi) financial information on related party matters, which information shall, to the extent possible, be directly extracted from the Company ‘s information technology systems; (iii) with respect to each monthly period, promptly after it has been made available (but in no event later than ten (10) Business Days of the end of each month) information including net income and net assets and equity (which may be unreviewed and subject to adjustment) (provided, thatthat if such information is not delivered earlier, at any time that GDI has at least one class estimates of equity securities registered under the Securities Act, in the event that GDI such information shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension be made available within seven (7) Business Days of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (b), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (b) shall be correspondingly be extendedend of each month); (civ) if prepared draft business plans for the Company and its Subsidiaries for the subsequent three (3) year period no later than two (2) Business Days after approval thereof by GDI the Board, in the ordinary course of business, as promptly as reasonably practicable following such preparation, monthly unaudited consolidated balance sheets of GDI and its subsidiaries and form presented to the related monthly unaudited consolidated statements of income, stockholders' equity and cash flowsBoard (but subject to Section 1.4(b)); (dv) at least thirty (30) days prior copies of all reports, certificates, and other information delivered to the start Company’s lenders or creditors in respect of each fiscal year, a copy any material indebtedness of GDI's proposed annual budget for such fiscal yearthe Company; and (evi) any other financial information, reports and workpapers in the possession or under the control of the Company or any of its Subsidiaries that the Investor reasonably requires to comply with reporting, disclosure, filing or other requirements imposed on the Investor or any of its Subsidiaries (A) by a Governmental Authority having jurisdiction over the Investor or any of its Subsidiaries, including under applicable securities or tax laws, including the Xxxxxxxx-Xxxxx Act of 2002, as amended, (B) by IFRS adopted by the International Accounting Standards Board or any successor entity, (C) by the covenants in financing arrangements to which the Investor is a party, and (D) the rules and regulations thereunder, or applicable rules of any self-regulatory organization. (b) The Investor shall be entitled to confer with each Series B Director regarding the business, affairs, financial condition, results of operations and prospects of the Company and may discuss any and all information (other than confidential compensation information) provided to the Investor or any such additional Series B Director, subject to Section 1.5 below; provided, that if the Board determines in good faith that any Company information about GDI must be held in confidence in order to (i) preserve attorney-client privilege, (ii) comply with any applicable confidentiality or non-disclosure agreement, or (iii) prevent a dissemination of competitively sensitive information regarding (A) products, services or other activities of the Company with respect to which the Investor or its Subsidiaries competes with the Company or (B) proposed products, services or other activities of the Company that the Board reasonably determines that the Company may develop, acquire or pursue that would be competitive with the current products, services or other activities of the Investor or any of its Subsidiaries or (C) any other matter as to which the Board has determined in good faith that the Company and its subsidiaries as the Investor have a material conflict of interest based on a reasonable expectation that disclosure of such Preferred Holder reasonably requestsinformation may be harmful to the Company, then the Series B Directors shall hold such information in confidence and not discuss such information with the Investor except to the degree, if any, approved by the Board.

Appears in 2 contracts

Samples: Stockholder Agreement (NXP B.V.), Stockholder Agreement (Trident Microsystems Inc)

Information Rights. GDI shall furnish The Company covenants and agrees that, commencing on the following information to each Preferred Holder date of this Agreement, for so long as such any series of Preferred Holder owns any shares Share is outstanding, the Company will deliver to each holder of GDI Series A that series of Preferred or GDI Series B PreferredShares: (ai) audited annual consolidated financial statements, along with a comparison against the Company’s business plan, within ninety (90) days after the end of each fiscal year of GDIyear, an audited consolidated balance sheet of GDI and its subsidiaries as by one of the end of such fiscal year and the related consolidated statements of income, stockholders' equity and cash flows for the fiscal year then ended (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file Big Four accounting firms or a qualified international accounting firm or a Chinese accounting firm with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (a), the time period in which GDI must deliver IPO qualification or other reputable accounting firm acceptable to the Preferred Holders such financial statements pursuant to this clause (a) shall be correspondingly be extended)Majority; (bii) unaudited quarterly consolidated financial statements, along with a comparison against the Company’s business plan, within forty-five (45) days after of the end of each quarter; (iii) unaudited monthly consolidated financial statements, along with a comparison against the Company’s business plan, within thirty (30) days of the end of each month; (iv) a copy of the Company’s annual operating plan and an annual consolidated budget forecasting the Company’s revenues, expenses, and cash position on a month-to-month basis for the following fiscal year prior to the end of each fiscal quarter year, subject to approval by the Board (other than the last fiscal quarter in each fiscal year), an unaudited consolidated balance sheet of GDI and its subsidiaries and the related unaudited consolidated statements of income, stockholders' equity and cash flows, such consolidated balance sheet to be as of the end of such quarter and such consolidated statements of income, stockholders' equity and cash flows to be for such quarter and for the period from the beginning of the fiscal year to the end of such quarter (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (b), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (b) shall be correspondingly be extendeddefined below); (cv) if prepared by GDI in copies of all documents or other information sent to Shareholders of the ordinary course of business, as promptly as reasonably practicable following such preparation, monthly unaudited consolidated balance sheets of GDI and its subsidiaries and the related monthly unaudited consolidated statements of income, stockholders' equity and cash flows; (d) at least thirty (30) days prior to the start of each fiscal year, a copy of GDI's proposed annual budget for such fiscal yearCompany; and (evi) upon the written request by any Preferred Holder or, such additional other information about GDI and its subsidiaries as such Preferred Holder shall reasonably requestsrequest (the above rights, collectively, the “Information Rights”). All financial statements to be provided to such Preferred Holder pursuant to this Section 1.1(a) shall include an income statement, a balance sheet and a cash flow statement for the relevant period as well as for the fiscal year to-date and shall be prepared in conformance with International Financial Reporting Standards or the generally accepted accounting principles (GAAP) of the PRC or USA, or such other jurisdiction as the Board may designate with the written consent of the Preferred Holders, and verified and certified as true, correct and not misleading by the chief financial officer or the chief executive officer of the Company.

Appears in 2 contracts

Samples: Shareholder Agreement (Lizhi Inc.), Shareholder Agreement (Lizhi Inc.)

Information Rights. GDI shall furnish Each of the following information to each Preferred Holder Group Companies covenants and agrees that, commencing on the date of this Agreement, for so long as such Preferred Holder owns any Investor holds any shares of GDI Series A Preferred or GDI Series B Preferredthe Company, the each Group Company shall deliver to such Investor: (ai) audited annual consolidated financial statements, within ninety (90) days after the end of each fiscal year of GDIyear, an audited consolidated balance sheet of GDI and its subsidiaries as of the end of such fiscal year and the related consolidated statements of income, stockholders' equity and cash flows for the fiscal year then ended (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, prepared in the event that GDI shall timely and properly file conformance with the Commission, in accordance with applicable Commission rules United States generally accepted accounting principles (the “US GAAP”) throughout the period and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (a), the time period in which GDI must deliver audited by an accounting firm acceptable to the Preferred Holders such financial statements pursuant to this clause (a) shall be correspondingly be extended)Investors; (bii) unaudited quarterly consolidated financial statements, within forty-forty five (45) days after the end of each fiscal quarter prepared in conformance with US GAAP or the PRC generally accepted accounting principles (other than the last fiscal quarter in each fiscal year), an unaudited consolidated balance sheet of GDI and its subsidiaries and the related unaudited consolidated statements of income, stockholders' equity and cash flows, such consolidated balance sheet to be as of the end of such quarter and such consolidated statements of income, stockholders' equity and cash flows to be for such quarter and for the period from the beginning of the fiscal year to the end of such quarter (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (b), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (b) shall be correspondingly be extended“PRC GAAP”); (ciii) if prepared by GDI in an annual capital expenditure and operations budget of the ordinary course of businessGroup Companies for each fiscal year (the “Budget”), as promptly as reasonably practicable following such preparationapproved in accordance with Article 41 of the Restated Articles, monthly unaudited consolidated balance sheets of GDI and its subsidiaries and the related monthly unaudited consolidated statements of income, stockholders' equity and cash flows; within forty five (d) at least thirty (3045) days prior to before the start end of each fiscal year; (iv) copies of all Company documents or other Company information sent to any shareholder; (v) upon the written request by any Investor, such other information as such Investor shall reasonably request from time to time (the above rights, collectively, the “Information Rights”). All financial statements to be provided to such Investor pursuant to this Section 1.1(a) shall include an income statement, a copy balance sheet and a cash flow statement for the relevant period as well as for the fiscal year to-date and shall be prepared in conformance with the US GAAP. Notwithstanding the annual audit specified in this Section 1.1(a)(i), for so long as an Investor holds no less than one percent (1%) of GDI's proposed annual budget for the outstanding share capital of the Company (on a fully diluted and as converted basis), such fiscal year; and (e) such additional information about GDI Investor shall have the right to appoint an accounting firm at its sole discretion and at its subsidiaries as such Preferred Holder reasonably requestsown expenses to audit the financial statements of any of the Group Companies. Each of the Group Companies shall give a written notice to the Investors immediately if there is any event that may have a material adverse effect or cause any significant obligation to any of the Group Companies.

Appears in 2 contracts

Samples: Shareholders Agreement (Viomi Technology Co., LTD), Shareholders Agreement (Viomi Technology Co., LTD)

Information Rights. GDI (a) As long as any Investor owns any Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act. As long as any Investor owns Securities, if the Company is not required to file reports pursuant to such laws, it will prepare and furnish to the Investors and make publicly available in accordance with Rule 144(c) such information as is required for the Investors to sell the Securities under Rule 144. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, all to the extent required from time to time to enable such Person to sell the Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144. (b) As long as any Investor owns any Securities and provided that the Company is not publicly reporting, the Company shall furnish deliver to each Investor the following information to each Preferred Holder for so long as such Preferred Holder owns any shares of GDI Series A Preferred documents or GDI Series B Preferredreports: (ai) within ninety (90) days after the end of each fiscal year of GDIthe Company, an consolidated audited annual financial statements for the Companies Entities for such fiscal year and a consolidated balance sheet of GDI and its subsidiaries for the Company Entities as of the end of the fiscal year, audited and certified by an accounting firm selected by the Company and approved by the Investors, a copy of the Company Entities’ annual operating plan and budget, and a management report including a comparison of the financial results of such fiscal year and the related consolidated statements of income, stockholders' equity and cash flows for the fiscal year then ended (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commissioncorresponding business plan, all prepared in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (a), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (a) shall be correspondingly be extended);IFRS; and (bii) within forty-five (45) days after of the end of each fiscal quarter (other than the last which is not a fiscal quarter in each fiscal yearyear end), an a consolidated unaudited income statement and statement of cash flows for such quarter and a consolidated balance sheet of GDI and its subsidiaries and for the related unaudited consolidated statements of income, stockholders' equity and cash flows, such consolidated balance sheet to be Company Entities as of the end of such quarter quarter, and such consolidated statements of income, stockholders' equity and cash flows to be for such quarter and for the period from the beginning a management report which will disclose all material activities (financial or otherwise) of the fiscal year to Company Entities including a comparison of the end of such quarter (providedfinancial results against the Company’s business plan, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, all prepared in accordance with applicable Commission rules IFRS (except for year-end adjustments and regulations, a request except for extension the absence of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (bnotes), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (b) shall be correspondingly be extended);. (c) if prepared by GDI in the ordinary course of business, as promptly as reasonably practicable following such preparation, monthly unaudited consolidated balance sheets of GDI and its subsidiaries and the related monthly unaudited consolidated statements of income, stockholders' equity and cash flows; (d) at least thirty (30) days prior Notwithstanding anything to the start contrary herein, any and all of each fiscal year, the Company’s obligations under this Section 3 shall terminate upon the consummation of a copy of GDI's proposed annual budget for such fiscal year; and (e) such additional information about GDI and its subsidiaries as such Preferred Holder reasonably requestsLiquidation Event.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (DBS Nominees (Private) LTD), Investors’ Rights Agreement (JINHAO MOTOR Co)

Information Rights. GDI (a) The Company shall furnish the following information to each Preferred Holder Investor: (i) as soon as practicable but in any event within 15 days after the end of each of each calendar month, an unaudited consolidated balance sheet of the Company as at the end of such calendar month and unaudited consolidated statements of income and cash flows of the Company for so long such calendar month, including a comparison of actual results for such calendar month to budgeted results and to results for the same calendar month of the immediately preceding year; (ii) as soon as practicable but in any event not later than 30 days prior to the start of each new fiscal year, a business plan for the next fiscal year, which business plan shall include an operating budget on a monthly basis forecasting the Company’s revenues, expenses and cash position (including consolidated balance sheets and income statements for such Preferred Holder owns months), and promptly after preparation, any shares revisions to the forecasts contained therein; provided, that such budget and business plan and each such revision, shall have been approved by the Board of GDI Directors, including (i) the directors nominated by the holders of the Series A Preferred or GDI (the “Series A Directors”), and (ii) the director nominated by the holders of the Series B Preferred:Preferred Stock (the “Series B Director,” and together with the Series A Directors, the “Preferred Directors”); and (aiii) such other information relating to the financial condition, business, prospects or corporate affairs of the Company or RevolutionCare, Inc (“RevolutionCare”) as such Investor may from time to time reasonably request. (b) Together with the financial statements called for in Section 1.1 (a)(i) and (ii), the Company shall deliver a certificate executed by the Chief Financial Officer of the Company that such financial statements were prepared in accordance with United States generally accepted accounting principles (“GAAP”) (with the exception of footnotes that may be required by GAAP) applied on a consistent basis with prior periods and fairly represent the financial condition of the Company as of the date they were prepared and the results of operations of the Company for the period indicated, subject to year-end audit adjustments. (c) As soon as practicable but in any event within ninety (90) 120 days after the end of each fiscal year of GDIyear, the Company shall furnish to each Investor an audited consolidated balance sheet of GDI the Company as at the end of such year and its subsidiaries audited consolidated statements of income, stockholders’ equity, and changes in cash flow of the Company for such year, prepared in accordance with GAAP consistently applied and certified by independent public accountants of nationally or regionally recognized standing selected by the Board of Directors of the Company or a duly authorized committee thereof, in each case including the Preferred Directors, and including a comparison of actual results for such fiscal year to budgeted results and results for the prior fiscal year. (d) As soon as practicable but in any event within 10 days following the end of each fiscal quarter, the Company shall furnish to each Investor a capitalization table of the Company as of the end of such fiscal year and quarter, certified by the related consolidated statements of income, stockholders' equity and cash flows for the fiscal year then ended (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension Chief Executive Officer of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (a), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (a) shall be correspondingly be extended); (b) within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter in each fiscal year), an unaudited consolidated balance sheet of GDI Company as being true and its subsidiaries and the related unaudited consolidated statements of income, stockholders' equity and cash flows, such consolidated balance sheet to be as of the end of such quarter and such consolidated statements of income, stockholders' equity and cash flows to be for such quarter and for the period from the beginning of the fiscal year to the end of such quarter (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (b), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (b) shall be correspondingly be extended); (c) if prepared by GDI in the ordinary course of business, as promptly as reasonably practicable following such preparation, monthly unaudited consolidated balance sheets of GDI and its subsidiaries and the related monthly unaudited consolidated statements of income, stockholders' equity and cash flows; (d) at least thirty (30) days prior to the start of each fiscal year, a copy of GDI's proposed annual budget for such fiscal year; and (e) such additional information about GDI and its subsidiaries as such Preferred Holder reasonably requestscorrect.

Appears in 2 contracts

Samples: Investor Rights Agreement (Tabula Rasa HealthCare, Inc.), Investor Rights Agreement (Tabula Rasa HealthCare, Inc.)

Information Rights. GDI shall furnish The Company covenants and agrees that, commencing on the following information to each Preferred Holder for date of this Agreement, so long as an Investor holds any Preferred Share or Conversion Share, the Company will deliver to such Preferred Holder owns any shares of GDI Series A Preferred or GDI Series B PreferredInvestor: (ai) within ninety (90) days after the end of each fiscal year of GDIyear, an audited annual consolidated balance sheet of GDI and its subsidiaries as financial statements of the end of Group Companies for such fiscal year and the related consolidated statements of incomeyear, stockholders' equity and cash flows for the fiscal year then ended (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, audited by an accounting firm approved pursuant to Section 7 hereof in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (a), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (a) shall be correspondingly be extended)PRC GAAP; (bii) within forty-five (45) days after the end of each fiscal quarter (other than of the last fiscal quarter in each fiscal year)first, an second and third calendar quarter, unaudited quarterly consolidated balance sheet of GDI and its subsidiaries and the related unaudited consolidated financial statements of income, stockholders' equity and cash flows, such consolidated balance sheet to be as of the end of such quarter and such consolidated statements of income, stockholders' equity and cash flows to be for such quarter and for the period from the beginning of the fiscal year to the end of such quarter (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (b), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (b) shall be correspondingly be extended)Group Companies; (ciii) if prepared by GDI in the ordinary course of business, as promptly as reasonably practicable following such preparation, monthly unaudited consolidated balance sheets of GDI and its subsidiaries and the related monthly unaudited consolidated statements of income, stockholders' equity and cash flows; (d) at least within thirty (30) days prior to after the start end of each month, unaudited monthly consolidated financial statements of the Group Companies, accompanied by an up-to-date capitalization table of the Company (containing information of each Shareholder and the type of equity securities of the Company); (iv) no later than thirty (30) days before each fiscal year, a copy an annual consolidated budget of GDI's proposed annual budget the Group Companies for the such fiscal year; (v) disclosure of major projects and interested party transactions of the Group Companies, within ten (10) days after the end of each calendar month, or such other periodic operating metrics of the Group Companies as reasonably requested by such Investor; (vi) (x) prompt written notice of any material litigation, material judgment against any of the Group Companies, and any other event that may have a material adverse effect on the operations and financial condition of any of the Group Companies, and (y) prompt written notice of any notice from any Governmental Authority of the material non-compliance with any Laws by any of the Group Companies; (vii) any information delivered by the Group Companies to any of the Company’s Shareholder(s) other than such Investor (if any); and (eviii) upon the written request by an Investor, such additional other information about GDI and its subsidiaries of the Group Companies as such Preferred Holder Investor shall reasonably requestsrequest (the rights to have access to the information set out in (i) to (viii) collectively, the “Information Rights”). All the financial statements to be provided to the Investors pursuant to this Section 2.1 shall be prepared in conformance with PRC GAAP and shall consolidate all of the financial results of the Group Companies. All the information (including without limitation the financial statements) provided by the Company to the Investors pursuant to this Section 2.1 shall be verified and certified as true, correct and not misleading by the Chief Executive Officer and the Chief Financial Officer of the Company.

Appears in 2 contracts

Samples: Shareholder Agreements (Uxin LTD), Shareholder Agreements (Uxin LTD)

Information Rights. GDI shall furnish The Company covenants and agrees that, commencing on the following information to each Preferred Holder for date of this Agreement, so long as an Investor holds at least (x) 2,000,000 Investment Securities (other than with respect to the Convertible Notes), or (y) US$1,000,000 of the principal amount of the Convertible Notes or Conversion Shares issued upon conversion of such Preferred Holder owns any shares principal amount of GDI Series A Preferred or GDI Series B Preferredthe Convertible Notes, as applicable, the Company will deliver to each such Investor (each a “Major Investor”) the following with respect to itself and its Subsidiaries: (ai) audited annual consolidated financial statements within ninety (90) 120 days after the end of each fiscal year of GDIyear, including an audited consolidated balance sheet of GDI and its subsidiaries as of the end of such fiscal year and the related a consolidated statements statement of income, stockholders' equity operation and a consolidated statement of cash flows for such fiscal year, setting forth in each case in comparative form the figures from the Company’s previous fiscal year then ended (providedyear, thatas applicable, at any time that GDI has at least one class of equity securities registered under and audited by a “Big 4” accounting firm approved by the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (a), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (a) shall be correspondingly be extended)Board; (bii) unaudited quarterly consolidated financial statements within forty-five (45) 45 days after of the end of each fiscal quarter (other than the last fiscal quarter in each fiscal year)quarter, including an unaudited consolidated balance sheet of GDI and its subsidiaries and the related unaudited consolidated statements of income, stockholders' equity and cash flows, such consolidated balance sheet to be as of the end of such quarter quarter, and such consolidated statements an unaudited statement of income, stockholders' equity operations and an unaudited statement of cash flows to be for such quarter quarter, together with a comparison to the entity’s operating plan and budget by the chief financial officer of the entity explaining any significant differences in the statements from the company’s operating plan and budget for the period from and certifying that such statements fairly present the beginning consolidated financial position and consolidated financial result of the Company for the fiscal year to quarter covered; (iii) unaudited monthly consolidated financial statements within 30 days of the end of such quarter (providedeach month, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension including an unaudited balance sheet as of the time period in which GDI is obligated to file with end of each such month, and an unaudited statement of operations and an unaudited statement of cash flows for such month, certified by the Commission chief financial officer of the Company that such statements fairly represent the consolidated financial statements referenced in this clause (b), position and consolidated financial result of the time period in which GDI must deliver to Company for the Preferred Holders such financial statements pursuant to this clause (b) shall be correspondingly be extended)month covered; (civ) if prepared by GDI in a comprehensive, consolidated operating budget forecasting the ordinary course of businessCompany’s revenues, as promptly as reasonably practicable following such preparation, monthly unaudited consolidated balance sheets of GDI and its subsidiaries and the related monthly unaudited consolidated statements of income, stockholders' equity expenses and cash flowsposition on a month to month basis for the upcoming fiscal quarter, at least 30 days prior to the start of each fiscal quarter; (dv) a comprehensive, consolidated operating budget forecasting the Company’s revenues, expenses and cash position on a month to month basis for the upcoming fiscal year, at least thirty (30) 60 days prior to the start of each fiscal year; (vi) copies of all documents or other information sent to any shareholder as such, a copy of GDI's proposed annual budget for such fiscal year; and (evii) upon the written request by the Major Investor, such additional other information about GDI as the Major Investor shall reasonably request including for tax purposes in any jurisdiction. All financial statements to be provided to the Major Investors pursuant to this Section 2.1 and its subsidiaries pursuant to any other Transaction Agreements or the Memorandum and Articles of Association shall be prepared in English language in conformance with US GAAP, as such Preferred Holder reasonably requestsamended and interpreted from time to time, and in the case of the financial statements for the Company, shall consolidate all of the financial results of all Group Companies.

Appears in 2 contracts

Samples: Investors' Rights Agreement, Investors’ Rights Agreement (iSoftStone Holdings LTD)

Information Rights. GDI shall furnish The Company covenants and agrees that from and after the following information to each Preferred Holder Closing and for so long as such Preferred Holder owns the Investor shall hold Ordinary Shares (including for this purpose any shares securities exchangeable or convertible into Ordinary Shares) representing at least 10% of GDI Series A Preferred or GDI Series B Preferred: the Company’s issued and outstanding share capital, and subject to execution by the Investor of a non-disclosure agreement in a form reasonably satisfactory to the Company and having the Investor agree to comply with the Company's "black out" Policy (ato the extent applicable), it will deliver to the Investor (i) unreviewed interim financial statements (the “Interim Financial Statements”) consisting of a consolidated balance sheet of the Company dated as of, and consolidated statements of operations and cash flows of the Company for each of the fiscal quarters ending, March 31, June 30 and September 30 of each year, each prepared by management in accordance with GAAP, which Interim Financial Statements shall be delivered to the Investor within ninety 45 days following the end of the quarter; (90ii) as soon as practicable, but in any event within 30 days after the end of each fiscal year of GDI, an audited consolidated balance sheet of GDI and its subsidiaries as of the end of such fiscal year and the related consolidated statements of income, stockholders' equity and cash flows for the fiscal year then ended (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulationsquarter, a request for extension of management report in a form agreed from time to time by the time period parties; and (iii) as soon as practicable but in which GDI is obligated to file with the Commission the financial statements referenced in this clause (a), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (a) shall be correspondingly be extended); (b) within forty-five (45) days after the end of each fiscal quarter (other any event not later than the last fiscal quarter in each fiscal year), an unaudited consolidated balance sheet of GDI and its subsidiaries and the related unaudited consolidated statements of income, stockholders' equity and cash flows, such consolidated balance sheet to be as of the end of such quarter and such consolidated statements of income, stockholders' equity and cash flows to be for such quarter and for the period from the beginning of the fiscal year to the end of such quarter (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (b), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (b) shall be correspondingly be extended); (c) if prepared by GDI in the ordinary course of business, as promptly as reasonably practicable following such preparation, monthly unaudited consolidated balance sheets of GDI and its subsidiaries and the related monthly unaudited consolidated statements of income, stockholders' equity and cash flows; (d) at least thirty (30) 30 days prior to the start first day of each fiscal calendar year, a copy of GDI's proposed the Company’s annual operating plan and budget for the following calendar year. In addition, the Company will permit an authorized representative of the Investor, to visit and inspect the Company’s properties, to examine its books of account and records and to discuss the Company’s affairs, finances and accounts with its officers, all at such fiscal yearreasonable times and upon reasonable notice as may be requested by the Investor. The rights of the Investor pursuant this Section 5.5, may be transferred and assigned by the Investor (in whole and not in part) to: (i) any person or entity that, directly or indirectly, controls or is controlled by, or is under direct or indirect common control with, the Investor; and and/or (eii) any third party that shall purchase from the Investor Ordinary Shares (including for this purpose any securities exchangeable or convertible into Ordinary Shares) in an amount meeting the First Threshold, ((i) and (ii) each a “Transferee”); provided however that (a) the Investor shall not transfer or assign its rights under this Section 5.5 to a Transferee if such additional information about GDI transfer or assignment would effect a change in “Control” as defined in the Israeli Securities Law, 1968, save with the consent of the Company and its subsidiaries as such Preferred Holder reasonably requests(b) the Transferee executes a standard non-disclosure agreement and agrees to comply with the Company's "black out" Policy (to the extent applicable).

Appears in 2 contracts

Samples: Securities Purchase Agreement (Jacada LTD), Securities Purchase Agreement (Igp Digital Interaction L.P.)

Information Rights. GDI shall furnish Each of the following information to each Preferred Holder Group Companies covenants and agrees that, commencing on the date of this Agreement, for so long as such any Preferred Holder owns any shares Shares are outstanding, the Group Companies shall deliver to each holder of GDI Series A Preferred or GDI Series B PreferredShares, in English language and in a form acceptable to the Investors: (ai) audited annual consolidated financial statements and management reports, within ninety one hundred and twenty (90120) days after the end of each fiscal year of GDIyear, an audited consolidated balance sheet of GDI and its subsidiaries as of the end of such fiscal year and the related consolidated statements of income, stockholders' equity and cash flows for the fiscal year then ended (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, prepared in accordance with applicable Commission rules and regulationsPRC generally accepted accounting principles (the “PRC GAAP”), a request for extension International Financial Reporting Standards (the “IFRS”), United States generally accepted accounting principles (the “US GAAP”) or any other accounting principles approved by the board of directors of the time period in Company (the “Board”) (which GDI is obligated to file with shall include the Commission consents of a simple majority of the financial statements referenced in this clause Preferred Directors including Series A Director) (acollectively, the “Accounting Standard”), and audited by one of the time period in Big Four accounting firms or such other reputable accounting firms selected by the Board (which GDI must deliver to shall include the consents of a simple majority of the Preferred Holders such financial statements pursuant to this clause (a) shall be correspondingly be extendedDirectors including Series A Director); (bii) unaudited quarterly consolidated financial statements and management report, within thirty (30) days after the end of each quarter, prepared in conformance with the Accounting Standard; (iii) unaudited monthly consolidated financial statements and management report, within twenty (20) days after the end of each month, prepared in conformance with the Accounting Standard; (iv) an annual consolidated capital expenditure and operations budget of the Group Companies for the following fiscal year, as approved by the Board (which shall include the consents of a simple majority of the Preferred Directors including Series A Director) no less than forty-five (45) days after prior to the end of each fiscal quarter year; (v) copies of all documents or other than information of any Group Company sent to any shareholder; (vi) copies of any reports filed by any Group Company with any relevant securities exchange, regulatory authority or governmental agency; (vii) upon the last fiscal quarter in each fiscal yearwritten request by any holder of Preferred Shares, such other information as such holder of Preferred Shares shall reasonably request from time to time (the above rights, collectively, the “Information Rights”). All financial statements to be provided to such holder of Preferred Shares pursuant to this Section 1.1(a) shall include an income statement, an unaudited consolidated a balance sheet of GDI and its subsidiaries and the related unaudited consolidated statements of income, stockholders' equity and a cash flows, such consolidated balance sheet to be as of the end of such quarter and such consolidated statements of income, stockholders' equity and cash flows to be for such quarter and flow statement for the relevant period from the beginning of as well as for the fiscal year to the end of such quarter (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, to-date and shall be prepared in the event that GDI shall timely and properly file conformance with the Commission, in accordance with applicable Commission rules and regulations, Accounting Standard. All management reports shall include a request for extension comparison of the time period in which GDI is obligated to file financial results with the Commission the financial statements referenced in this clause (b), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (b) shall be correspondingly be extended); (c) if prepared by GDI in the ordinary course of business, as promptly as reasonably practicable following such preparation, monthly unaudited consolidated balance sheets of GDI corresponding quarterly and its subsidiaries and the related monthly unaudited consolidated statements of income, stockholders' equity and cash flows; (d) at least thirty (30) days prior to the start of each fiscal year, a copy of GDI's proposed annual budget for such fiscal year; and (e) such additional information about GDI and its subsidiaries as such Preferred Holder reasonably requestsbudgets.

Appears in 2 contracts

Samples: Shareholder Agreement (Pintec Technology Holdings LTD), Shareholder Agreement (Pintec Technology Holdings LTD)

Information Rights. GDI shall furnish Each of the following information to each Preferred Holder Group Companies covenants and agrees that, commencing on the date of this Agreement, for so long as such Preferred Holder owns any shares of GDI Series B Shares or Series A Preferred or GDI Shares are outstanding, the Group Companies shall deliver to each holder of at least 500,000 Series B PreferredShares or 500,000 Series A Shares (as adjusted for any share splits, share dividends, combinations, recapitalizations or similar transactions) their respective: (ai) audited annual consolidated financial statements, within ninety (90) days after the end of each fiscal year of GDIyear, an prepared in accordance with United States Generally Accepted Accounting Principles (“US GAAP”) and audited by a “Big 4” accounting firm mutually agreed upon by the Company and the Investors; (ii) unaudited monthly consolidated balance sheet of GDI and its subsidiaries as financial statements, within twenty-one (21) days of the end of such fiscal year and each month which compare actual results against the related Company’s annual consolidated statements of income, stockholders' equity and cash flows for the fiscal year then ended (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (a), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (a) shall be correspondingly be extended)budget; (biii) unaudited quarterly consolidated financial statements, within forty-five thirty (4530) days of the end of each fiscal quarter; (iv) an annual consolidated budget for the following fiscal year, within thirty (30) days after the end of each fiscal quarter year; (v) copies of all Company documents or other than Company information sent to any shareholder in its sole capacity as a shareholder; (vi) upon the last fiscal quarter in each fiscal yearwritten request by the Investors, such other information as the Investors shall reasonably request (the above rights, collectively, the “Information Rights”). All financial statements to be provided to the Investors pursuant to this Section 1.1(a) shall include an income statement, an unaudited consolidated a balance sheet of GDI and its subsidiaries and the related unaudited consolidated statements of income, stockholders' equity and a cash flows, such consolidated balance sheet to be as of the end of such quarter and such consolidated statements of income, stockholders' equity and cash flows to be for such quarter and flow statement for the relevant period from the beginning of as well as for the fiscal year to the end of such quarter (providedto-date and shall be prepared in conformance with US GAAP, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commissionexception of footnotes that may be required by US GAAP, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated subject to file with the Commission the financial statements referenced in this clause (b), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (b) shall be correspondingly be extended); (c) if prepared by GDI in the ordinary course of business, as promptly as reasonably practicable following such preparation, monthly unaudited consolidated balance sheets of GDI and its subsidiaries and the related monthly unaudited consolidated statements of income, stockholders' equity and cash flows; (d) at least thirty (30) days prior to the start of each fiscal year, a copy of GDI's proposed annual budget for such fiscal year; and (e) such additional information about GDI and its subsidiaries as such Preferred Holder reasonably requests-end audit adjustments.

Appears in 2 contracts

Samples: Shareholder Agreement, Shareholder Agreement (VanceInfo Technologies Inc.)

Information Rights. GDI From and after the end of the first full Fiscal Quarter following the Effective Date, the Company shall furnish the following information to each Preferred Holder for so long as such Preferred Holder owns any shares of GDI Series A Preferred or GDI Series B PreferredMember concurrently: (a) within ninety No later than one hundred and eighty (90180) calendar days after the end of each fiscal year Fiscal Year of GDIthe Company, an audited the consolidated balance sheet of GDI and its subsidiaries the Company as of at the end of such fiscal year Fiscal Year and the related consolidated statements of income, stockholders' equity and cash flows and changes in the Members’ equity of the Company for such Fiscal Year, setting forth, in each case, in comparative form the figures for the fiscal year then ended (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Actimmediately preceding Fiscal Year and, in the event that GDI each case, which shall timely and properly file with the Commissionnot be required to include footnotes, in accordance with applicable Commission rules and regulationsaccompanied by an audit report of independent certified public accountants of recognized national standing thereon, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (a), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (a) accountants shall be correspondingly be extended)selected by the Board; (b) within No later than forty-five (45) calendar days after the end of each fiscal quarter Fiscal Quarter of the Company for the first three (other than 3) Fiscal Quarters of a Fiscal Year (commencing with the last fiscal quarter in each fiscal yearfirst full Fiscal Quarter following the Effective Date), an unaudited the consolidated balance sheet of GDI and its subsidiaries the Company as at the end of such Fiscal Quarter and the related unaudited consolidated statements of income, stockholders' cash flows and changes in the Members’ equity and cash flows, such consolidated balance sheet to be as of the end Company for the portion of such quarter and such the Fiscal Year then ended, setting forth in the case of the consolidated statements of income, stockholders' equity and cash flows and changes in the Members’ equity in comparative form the figures for the corresponding period of the previous Fiscal Year, and, in the case of such balance sheet in comparative form the figures for the last day of the previous Fiscal Year, and in each case, which shall not be required to include footnotes and shall not be required to be reviewed by the accountants; (i) Upon a Member’s reasonable request and at such Member’s sole cost and expense, such additional financial information as shall be required in order for each Member and its Affiliates to comply with any applicable reporting requirements under (A) the Securities Act and the Exchange Act, (B) any national securities exchange or automated quotation system, or (C) any other rules or regulations promulgated by a Governmental Authority with jurisdiction over such quarter Member or its Affiliates and for (ii) any reports expressly required to be delivered to the period from the beginning Company pursuant to any of the fiscal year to the end of such quarter (Main Project Agreements; provided, that, for the avoidance of doubt, the foregoing obligations shall not require the Company to disclose Intel IP to any such Member; provided, further, that in no event shall Intel Member or any of its Affiliates be required to provide any such requested information that is not readily available in scope or form at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (b), the time period in which GDI must deliver to the Preferred Holders of such financial statements pursuant to this clause (b) shall be correspondingly be extended); (c) if prepared by GDI in the ordinary course of business, as promptly as reasonably practicable following such preparation, monthly unaudited consolidated balance sheets of GDI and its subsidiaries and the related monthly unaudited consolidated statements of income, stockholders' equity and cash flows;request; and (d) Upon a Member’s reasonable request and at least thirty such Member’s sole cost and expense, information necessary to enable each Member (30or its direct or indirect owners) days prior to (i) prepare its U.S. federal, state or local income or non-U.S. Tax returns, (ii) make any Tax elections with respect to its direct or indirect investment in the start of each fiscal year, a copy of GDI's proposed annual budget for such fiscal year; and (e) such additional information about GDI Company and its subsidiaries as Subsidiaries (if any), or (iii) make any other determinations with respect to Taxes with respect to its direct or indirect investment in the Company and its Subsidiaries (if any); provided, that, for the avoidance of doubt, in no event shall any such Preferred Holder reasonably requestsinformation related to Tax matters provided pursuant to this Section 6.5(d) constitute Financial Information.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Intel Corp)

Information Rights. GDI shall furnish (a) Prior to the following information to each Preferred Holder IPO, for so long as any Investor, together with its Related Investment Funds, holds any Preferred Shares issued on the Closing Date (or any Conversion Shares), such Preferred Holder owns Investor shall be entitled to receive, subject to the terms of the Confidentiality Agreement and the Clean Team Agreement if such Investor is party thereto (provided, that, any shares of GDI Series A Preferred or GDI Series B Preferred:the following that constitutes material non-public information shall be provided only if so requested by such Investor): (ai) within ninety (90) days after the end of With respect to each fiscal year of GDIthe Company (the “Fiscal Year”), an audited consolidated balance sheet of GDI the Company and its subsidiaries Subsidiaries as at the end of such Fiscal Year, and the related audited consolidated statements of operations and comprehensive income, stockholder’s equity and cash flows for such Fiscal Year, as audited by an independent nationally recognized audit firm, as promptly as practicable after the end of each Fiscal Year of the Company (but no later than 120 days thereafter); (ii) With respect to each fiscal quarter of the Company, an unaudited consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal quarter, and the related unaudited consolidated statements of operations and comprehensive income, stockholder’s equity and cash flows for such fiscal quarter, as promptly as practicable after the end of such fiscal quarter (but no later than 60 days thereafter); (iii) Copies of all certificates, documents, materials and other information as and when provided under the ACI 2030 Indenture or the ACI Indentures (each as defined in the RE Agreement); and (iv) No later than 30 days following the release of financial statements with respect to each fiscal quarter of the Company, a current report (as of the end of such fiscal year quarter) in the form set forth in Section 5.13(a) of the Company Disclosure Letter with respect to RealCo Real Properties to be provided in a secure data room; provided, that no Investor whose business consists of retail sale of food and alcohol for off-premises consumption, drug stores or any combination thereof shall receive such reports; provided, further, that an Investor that is a financial sponsor with a portfolio company whose business consists of retail sale of food and alcohol for off-premises consumption, drug stores or any combination thereof shall be permitted to receive such reports if such Investor enters into an agreement substantially similar to the Clean Team Agreement governing such reports. (b) For so long as any Investor, together with its Related Investment Funds, holds at least 20% of the Preferred Shares issued on the Closing Date (or 20% of the Conversion Shares), such Investor shall be entitled to receive, subject to the terms of the Confidentiality Agreement and the related consolidated statements Clean Team Agreement if such Investor is party thereto, the information set forth in Section 5.13(b) of income, stockholders' equity and cash flows for the fiscal year then ended Company Disclosure Letter (provided, that, at any time such information that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (a), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (a) constitutes material non-public information shall be correspondingly be extendedprovided only if so requested by such Investor); (b) within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter in each fiscal year), an unaudited consolidated balance sheet of GDI and its subsidiaries and the related unaudited consolidated statements of income, stockholders' equity and cash flows, such consolidated balance sheet to be as of the end of such quarter and such consolidated statements of income, stockholders' equity and cash flows to be for such quarter and for the period from the beginning of the fiscal year to the end of such quarter (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (b), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (b) shall be correspondingly be extended);. (c) For so long as any Investor, together with its Related Investment Funds, holds at least 25% of the Preferred Shares issued on the Closing Date (or 25% of the Conversion Shares), such Investor shall be entitled, subject to the terms of the Confidentiality Agreement and the Clean Team Agreement if prepared by GDI in such Investor is party thereto, upon reasonable advance written request of such Investor, reasonable access to Chief Executive Officer, Chief Financial Officer and Chief Operating Officer of the ordinary course of businessCompany, as promptly as reasonably practicable following such preparationno less frequently than quarterly, monthly unaudited consolidated balance sheets of GDI to discuss the Company’s and its subsidiaries and the related monthly unaudited consolidated statements of income, stockholders' equity and cash flows;Subsidiaries’ business. (d) For so long as any Investor or any of their respective Related Investment Funds, holds any Preferred Shares (or any Conversion Shares), the Company shall (i) provide to such Investor semi-annually, or at least the reasonable request of such Investor or any of their respective Related Investment Funds, as applicable, in connection with a material change in the company’s business or assets (including any material changes in their respective values), an updated determination (and any analysis supporting such determination) regarding whether the Company is a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code as of such semi-annual or other period, as applicable, which determination shall be provided within thirty (30) days prior after the filing by the Company of its financial statements with respect to each fiscal year and the start second quarter of each fiscal yearyear or after such determination has been requested, as applicable, and (ii) within ten (10) days after the request of an Investor or any of its Related Investment Funds, provide to such Investor or Related Investment Fund a copy of GDI's proposed annual budget for such fiscal year; and (ecertification pursuant to Treasury Regulations Section 1.897-2(h) such additional information about GDI and its subsidiaries as such Preferred Holder reasonably requestsan accompanying notice to the IRS.

Appears in 1 contract

Samples: Investment Agreement (Albertsons Companies, Inc.)

Information Rights. GDI shall (a) In addition to and without prejudice to shareholders rights under the Companies Act or the Articles, the Company agrees to furnish to each Shareholder owning more than [***] of the Company Interest, the following information for the Company and its Subsidiaries (each reference to the “Company” in this Section 7.15 being deemed to refer to each Preferred Holder for so long as and every such Preferred Holder owns any shares of GDI Series A Preferred or GDI Series B Preferred:entity), the following information (in English): (ai) As soon as practicable following the end of each quarter of each Fiscal Year, but in any event within ninety (90) [***] days after the end of each fiscal year of GDIquarter, an audited consolidated a preliminary, unaudited balance sheet of GDI and its subsidiaries as of the end of such fiscal year quarter, and preliminary, unaudited versions of the related statement of income (loss), statement of cash flows, statement of changes in equity, breakdown of selling, general and administrative expenses and statement of other comprehensive income of the Company on a consolidated statements of income, stockholders' equity basis for such quarter and cash flows for the fiscal year then ended (providedcurrent Fiscal Year to date, thatincluding a comparison to plan figures for such period, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, prepared in accordance with applicable Commission rules US GAAP (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and regulationsyear-end audit adjustments may not have been made, a request for extension in each case certified by the chief financial officer of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (a), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (a) shall be correspondingly be extended)Company; (bii) As soon as practicable following the end of each Fiscal Year beginning as of and including the Company’s initial, partial Fiscal Year, but in any event within forty-five (45) [***] days after the end of each fiscal quarter the applicable Fiscal Year, an audited statement of income (other than the last fiscal quarter in each fiscal yearloss), an unaudited consolidated balance sheet statement of GDI and its subsidiaries and the related unaudited consolidated statements of income, stockholders' equity and cash flows, statement of changes in equity, breakdown of selling, general and administrative expenses and statement of other comprehensive income for such consolidated Fiscal Year and the audited balance sheet to be as of the end of such quarter and such consolidated statements of income, stockholders' equity and cash flows to be for such quarter and for the period from the beginning Fiscal Year of the fiscal year to the end of such quarter (providedCompany on a standalone and on a consolidated basis, thattogether with accompanying notes, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, all prepared in accordance with applicable Commission rules US GAAP (except as noted therein or as disclosed to the recipients thereto), setting forth in each case in comparative form the figures for the previous Fiscal Year and regulationsto plan figures for such period, all in reasonable detail. In the event the Tempus Shareholder exercises the Consolidation Option in accordance with Section 8.4, all such annual financial statements shall also be audited and certified by the Company Auditing Firm in order to ensure appropriate consolidation with the Tempus Shareholder’s U.S.-based financial statements; and (iii) Upon the request of any Shareholder, any other information which is reasonably required by the Shareholder for accounting purposes, as soon as practicable after such request. (b) Subject to Section 7.15(c)(ii), for so long as any Shareholder holds at least a request for extension [***] of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (b)Company Interest, the time period Company shall allow such Shareholder, at such Shareholder’s expense, to visit and inspect the Company’s properties, examine its books of account and records and discuss the Company’s affairs, finances and accounts with its officers, in which GDI must deliver to each case during normal business hours of the Preferred Holders Company as may be reasonably requested by such financial statements Shareholder; provided that the Company shall not be obligated pursuant to this clause (bSection 7.15(b) shall be correspondingly be extended);to provide access to any information the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. (c) if prepared by GDI in the ordinary course of business, as promptly as reasonably practicable following such preparation, monthly unaudited consolidated balance sheets of GDI and its subsidiaries and the related monthly unaudited consolidated statements of income, stockholders' equity and cash flows; (d) at least thirty (30) days prior Notwithstanding anything to the start contrary in this Section 7.15 or otherwise in this Agreement, (i) all Shareholders shall receive the information set forth in Section 7.15(a)(ii) and (ii) no Shareholder shall, by reason of each fiscal yearthis Agreement, a copy have access to any Trade Secrets, Confidential Information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or classified information of GDI's proposed annual budget for such fiscal year; and (e) such additional information about GDI the Company. Each Shareholder hereby agrees to hold in confidence and its subsidiaries as such Preferred Holder reasonably requeststrust and not to misuse or disclose any Confidential Information provided pursuant to this Section 7.15.

Appears in 1 contract

Samples: Joint Venture Agreement (Tempus AI, Inc.)

Information Rights. GDI shall furnish Each of the following information to each Preferred Holder Group Companies covenants and agrees that, commencing on the date of this Agreement, for so long as such any Preferred Holder owns any shares Shares are outstanding, the Group Companies shall deliver to each holder of GDI Series A the Preferred or GDI Series B PreferredShares: (ai) within ninety (90) days after the end of each fiscal year of GDIaudited annual consolidated financial statements, an audited consolidated balance sheet of GDI and its subsidiaries as of the end of such fiscal year and the related consolidated statements of income, stockholders' equity and cash flows for the fiscal year then ended (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (a), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (a) shall be correspondingly be extended); (b) within forty-five (45) days after the end of each fiscal quarter year, prepared in conformance with the PRC generally accepted accounting principles (other than “PRC GAAP”) and audited by the last fiscal quarter in each fiscal year)accounting firms acceptable to the Investors, an with comparison with actual result against annual capital expenditure and operations budget; (ii) unaudited monthly consolidated balance sheet sheet, cash flow statement and income statement, within fifteen (15) days after the end of GDI each month, prepared in conformance with the PRC GAAP, with comparison with actual result against annual capital expenditure, management report and its subsidiaries and the related unaudited consolidated statements operations budget, if requested by such holder of income, stockholders' equity and cash flows, such consolidated balance sheet to be as of Preferred Shares within seven (7) days before the end of such quarter month; (iii) unaudited quarterly consolidated balance sheet, cash flow statement and income statement, within thirty (30) days after the end of each quarter, prepared in conformance with the PRC GAAP, with comparison with actual result against annual capital expenditure, management report and operations budget, if requested by such consolidated statements holder of income, stockholders' equity and cash flows to be for such quarter and for the period from the beginning of the fiscal year to Preferred Shares within seven (7) days before the end of such quarter (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (b), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (b) shall be correspondingly be extended)quarter; (civ) if prepared by GDI an annual capital expenditure, operations budget (including but not limited to the investment in the ordinary course fixed assets) and the strategic plan of businessthe Group Companies for the following fiscal year, as promptly as reasonably practicable following such preparationapproved by the Board, monthly unaudited consolidated balance sheets of GDI and its subsidiaries and the related monthly unaudited consolidated statements of income, stockholders' equity and cash flows; (d) at least within thirty (30) days prior to the start end of each fiscal year; (v) copies of all Company documents or other Company information sent to any shareholder; (vi) upon the written request by any holder of Preferred Shares, such other information as such holder of Preferred Shares shall reasonably request from time to time (the above rights, collectively, the “Information Rights”). All financial statements to be provided to such holder of Preferred Shares pursuant to this Section 1.1(a) shall include an income statement, a copy of GDI's proposed annual budget balance sheet and a cash flow statement for such the relevant period as well as for the fiscal year; and (e) such additional information about GDI year to-date and its subsidiaries as such Preferred Holder reasonably requestsshall be prepared in conformance with the PRC GAAP.

Appears in 1 contract

Samples: Shareholders Agreement (QuantaSing Group LTD)

Information Rights. GDI (a) The Company shall furnish the following information deliver to each Preferred Holder for so long as such Preferred Holder owns any shares of GDI Series A Preferred or GDI Series B PreferredGPP and Orgenesis: (ai) within ninety (90) days after the end of each fiscal year of GDIthe Company, an unaudited copies (unless audited consolidated copies are available) of a balance sheet of GDI and its subsidiaries as of the end of such fiscal year and the related consolidated year, statements of income, stockholders' equity income and of cash flows for such year, and a statement of stockholders’ equity as of the fiscal year then ended (providedend of such year, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, all prepared in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (a), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (a) shall be correspondingly be extended)GAAP; (bii) within forty-five (45) days after the end of each fiscal quarter of the first three (other than the last fiscal quarter in 3) quarters of each fiscal year)year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited consolidated balance sheet and a statement of GDI and its subsidiaries and the related unaudited consolidated statements of income, stockholders' equity and cash flows, such consolidated balance sheet to be as of the end of such quarter fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may be subject to normal year-end audit adjustments and such consolidated statements not contain all notes thereto that may be required in accordance with GAAP); (iii) beginning with the month ended October 31, 2018, within fifteen (15) days of incomethe end of each month, stockholders' equity and cash flows to be an unaudited income statement for such quarter month, and for the period from the beginning an unaudited balance sheet as of the fiscal year to the end of such quarter (providedmonth, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, all prepared in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause GAAP (b), the time period in which GDI must deliver to the Preferred Holders except that such financial statements pursuant may be subject to this clause (b) shall normal year-end audit adjustments and not contain all notes thereto that may be correspondingly be extendedrequired in accordance with GAAP); (civ) if with respect to the financial statements called for in Section 3.8(a)(i), Section 3.8(a)(ii) and Section 3.8(a)(iii) an instrument executed by the chief financial officer or the chief executive officer of the Company certifying that such financial statements were prepared by GDI in accordance with GAAP consistently applied with prior practice for earlier periods and fairly present the ordinary course financial condition of business, as promptly as reasonably practicable following such preparation, monthly unaudited consolidated balance sheets of GDI the Company and its subsidiaries Subsidiaries and their results of operation for the related monthly unaudited consolidated statements of income, stockholders' equity and cash flows; (d) at least thirty (30) days prior to the start of each fiscal year, a copy of GDI's proposed annual budget for such fiscal yearperiods specified therein; and (ev) such additional other information about GDI relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries Subsidiaries as GPP may from time to time reasonably request. If, for any period, the Company has any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such Preferred Holder period the financial statements delivered pursuant to the forgoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries. (b) The Company shall permit GPP to visit and inspect the Company’s and any of its Subsidiaries’ properties; examine their books of account and records; and discuss the Company’s and any of its Subsidiaries’ affairs, finances, and accounts with their officers, during normal business hours of the Company and its Subsidiaries as may be reasonably requestsrequested by GPP.

Appears in 1 contract

Samples: Stockholders’ Agreement (Orgenesis Inc.)

Information Rights. GDI Besides the information that shall be furnished under Applicable Laws, the Company shall furnish the following information to each Preferred Holder for so long as such Preferred Holder owns any shares of GDI Series A Preferred or GDI Series B PreferredInvestor: (a) within ninety thirty (9030) days prior to the end of each fiscal year, an annual consolidated budget (including the budget financial statements) and an annual business plan of the Group duly approved in accordance with Section 2.06 for the next fiscal year; (b) within ten (10) Business Days after the end of each month, an operational report of the Group for such month in the form required by the Board, which shall set forth the operating performance for such month and for the portion of the fiscal year then ended, including the cumulative difference from the applicable capital and operational budget; (c) within fifteen (15) days after the end of each month, unaudited monthly financial statements prepared in accordance with PRC GAAP (including consolidated and separate financial statements), which shall include a balance sheet, an income statement and a cash flow statement for such month and for the portion of the fiscal year then ended; (d) within thirty (30) days after the end of each quarter, unaudited quarterly financial statements prepared in accordance with US GAAP (including consolidated and separate financial statements), which shall include a balance sheet, an income statement and a cash flow statement (including the cash balance) for such quarter and for the portion of the fiscal year then ended; (e) within sixty (60) days after the end of each fiscal year year, (i) annual financial statements prepared in accordance with US GAAP or PRC GAAP or any other internationally accepted accounting principles as applicable (including consolidated and separate financial statements) for the Group audited by any of GDIPricewaterhouseCoopers, Ernst & Young, KPMG or Deloitte & Touche, which shall include a balance sheet, an audited consolidated balance sheet of GDI income statement and its subsidiaries as of a cash flow statement (including the end of such fiscal year cash balance) and the related consolidated statements of income, stockholders' equity notes thereto and cash flows for the fiscal year then ended (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, ii) in the event that GDI shall timely and properly file with the Commission, annual financial statements are prepared in accordance with applicable Commission rules and regulationsUS GAAP, a request for extension of the time period in which GDI is obligated reconciliation statements to file with the Commission the financial statements referenced in this clause (a), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (a) shall be correspondingly be extended); (b) within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter in each fiscal year), an unaudited consolidated balance sheet of GDI and its subsidiaries and the related unaudited consolidated statements of income, stockholders' equity and cash flows, such consolidated balance sheet to be as of the end of such quarter and such consolidated statements of income, stockholders' equity and cash flows to be for such quarter and for the period from the beginning of the fiscal year to the end of such quarter (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (b), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (b) shall be correspondingly be extended); (c) if prepared by GDI in the ordinary course of business, as promptly as reasonably practicable following such preparation, monthly unaudited consolidated balance sheets of GDI and its subsidiaries and the related monthly unaudited consolidated statements of income, stockholders' equity and cash flows; (d) at least thirty (30) days prior to the start of each fiscal year, a copy of GDI's proposed annual budget for such fiscal yearIFRS; and (f) other materials or information as reasonably requested by any Preferred Investor, within five (5) days upon receipt of such request. All information furnished by the Company to the Preferred Investors shall be certified by the chief executive officer of the Company (and for the information referred to in above subsections (c), (d) and (e), also by the chief financial officer of the Company) such additional information about GDI as true, correct and its subsidiaries as such Preferred Holder reasonably requestsnot misleading.

Appears in 1 contract

Samples: Shareholder Agreement (36Kr Holdings Inc.)

Information Rights. GDI The Company covenants and agrees that, commencing on the date of this Agreement, the Company shall furnish the following information deliver to each Preferred Holder for so long as such Preferred Holder owns any shares of GDI Series A Preferred or GDI Series B PreferredInvestor, and each Shareholder agrees to cause the Company to deliver to each Investor: (ai) within ninety [**] after the end of each fiscal quarter, unaudited quarterly consolidated financial statements and other documents reflecting the business activities and performance (90including but not limited to tax filings and management reports) for such quarter and analysis of the business operation of the Group Companies; (ii) within [**] days after the end of each fiscal year, unaudited annual consolidated financial statements for such fiscal year of GDI, an audited consolidated balance sheet of GDI the Group Companies and its subsidiaries as a management report including a comparison of the end financial results of such fiscal year and the related consolidated statements of income, stockholders' equity and cash flows for the fiscal year then ended (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (a), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (a) shall be correspondingly be extended)corresponding annual budget; (biii) within forty-five (45) [**] days after the end of each fiscal quarter (other than year, audited annual consolidated financial statements of the last fiscal quarter in each Group Companies for such fiscal year), an unaudited consolidated balance sheet of GDI and its subsidiaries and audited by the related unaudited consolidated statements of income, stockholders' equity and cash flows, such consolidated balance sheet to be as of the end of such quarter and such consolidated statements of income, stockholders' equity and cash flows to be for such quarter and for the period from the beginning of the fiscal year to the end of such quarter (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (b), the time period in which GDI must deliver to the Preferred Holders such financial statements auditor appointed pursuant to this clause (b) shall be correspondingly be extendedSection 7.4(k); (civ) if prepared by GDI in the ordinary course of business, as promptly as reasonably practicable following such preparation, monthly unaudited consolidated balance sheets of GDI and its subsidiaries and the related monthly unaudited consolidated statements of income, stockholders' equity and cash flows; (d) at least thirty (30) no later than [**] days prior to the start end of each fiscal year, a copy of GDI's proposed an annual budget for such the succeeding fiscal year; (v) any reports publicly filed by the Company with any relevant securities exchange or other Governmental Authority, no later than [**] days after such documents or information is filed by the Company, any reports provided by the Company to any other Shareholder; and (evi) promptly upon the written request by any Investor, such additional other information about GDI as it may reasonably request from time to time, including, without limitation, an up-to-date capitalization table, the most recent version of the financing agreements, other documents relating to subsequent financing and its subsidiaries a copy of the official then effective memorandum and articles of association or other constitutional documents of the Group Companies. In addition, the Company shall provide to each Investor such information and financial statements of the Group Companies and provide access to personnel reasonably requested by such Investor in order for it to timely comply with applicable disclosure and financial, tax and regulatory reporting requirements under Xxxxxxxx-Xxxxx Act, rules of the New York Stock Exchange or other applicable Law. The rights set forth in this Section 1.1(a) shall be collectively referred to as such Preferred Holder reasonably requeststhe “Information Rights”. All financial statements to be provided pursuant to this Section 1.1(a) shall be in English and shall include an income statement, a balance sheet, a cash flow statement for the relevant period as well as for the fiscal year to-date and shall be prepared in conformance with (A) in the case of the Company and the Group Companies outside of the PRC, each Accounting Standard that is required by any Investor, and (B) in the case of the Group Companies established in the PRC, PRC Generally Accepted Accounting Principles.

Appears in 1 contract

Samples: Shareholders Agreement (ADC Therapeutics SA)

Information Rights. GDI shall furnish Each of the following information to each Preferred Holder Group Companies covenants and agrees that, commencing on the date of this Agreement, for so long as such any Preferred Holder owns any shares Shares are outstanding, the Group Companies shall deliver to each holder of GDI Series A the Preferred or GDI Series B PreferredShares, in English language and in a form acceptable to the Investors: (ai) audited annual consolidated financial statements and management reports, within ninety (90) days after the end of each fiscal year of GDIyear, an audited consolidated balance sheet of GDI and its subsidiaries as of the end of such fiscal year and the related consolidated statements of income, stockholders' equity and cash flows for the fiscal year then ended (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, prepared in accordance with applicable Commission rules and regulationsPRC generally accepted accounting principles (the “PRC GAAP”), a request for extension International Financial Reporting Standards (the “IFRS”), United States generally accepted accounting principles (the “US GAAP”) or any other accounting principles (the “Accounting Standard”) approved by the holders of the time period in majority of Series Seed-A Preferred Shares, Xiaomi Ventures Limited (“Xiaomi Ventures”) and Shunwei TMT III Limited (“Shunwei” and together with Xiaomi Ventures, the “ Series Seed-B Lead Investors”), and majority of Series Seed-C Preferred Shares, and audited by one of the Big Four accounting firms or such other reputable accounting firms selected by the board of directors of the Company (the “Board”) (which GDI is obligated to file with shall include the Commission consents of the financial statements referenced in this clause Series Seed-A-2 Director (aas defined below), the time period in which GDI must deliver to Xiaomi Director (as defined below) and the Preferred Holders such financial statements pursuant to this clause Series Seed-C Director (a) shall be correspondingly be extendedas defined below); (bii) unaudited quarterly consolidated financial statements and management report, within thirty (30) days after the end of each quarter, prepared in conformance with the Accounting Standard; (iii) unaudited monthly consolidated financial statements and management report, within thirty (30) days after the end of each month, prepared in conformance with the Accounting Standard; (iv) an annual capital expenditure and operations budget of the Group Companies for the following fiscal year, as approved by the Board (which shall include the consents of the Series Seed-A-2 Director, the Xiaomi Director and the Series Seed-C Director) no less than forty-five (45) days after prior to the end of each fiscal quarter year; (v) copies of all documents or other than information of any Group Company sent to any shareholder; (vi) copies of any reports filed by any Group Company with any relevant securities exchange, regulatory authority or governmental agency; (vii) upon the last fiscal quarter in each fiscal yearwritten request by any holder of Preferred Shares, such other information as such holder of Preferred Shares shall reasonably request from time to time (the above rights, collectively, the “Information Rights”). All financial statements to be provided to such holder of Preferred Shares pursuant to this Section 1.1(a) shall include an income statement, an unaudited consolidated a balance sheet of GDI and its subsidiaries and the related unaudited consolidated statements of income, stockholders' equity and a cash flows, such consolidated balance sheet to be as of the end of such quarter and such consolidated statements of income, stockholders' equity and cash flows to be for such quarter and flow statement for the relevant period from the beginning of as well as for the fiscal year to-date and shall be prepared in conformance with the Accounting Standard. All management reports shall include a comparison of financial results with the corresponding quarterly and annual budgets. For three (3) years after the Company becomes subject to the end filing requirements of such quarter (providedthe U.S. Securities and Exchange Act of 1934 or any other organized securities exchange, that, at as long as the Investors continue to hold any time that GDI has at least one class of equity securities registered under the Securities Act, shares in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (b)Company, the time period in which GDI must Company shall deliver to the Preferred Holders such financial statements pursuant to this clause (b) shall be correspondingly be extended); (c) if prepared Investors copies of any quarterly, annual, extraordinary, or other reports filed by GDI in the ordinary course Company with the U.S. SEC or any other relevant securities exchange, regulatory authority or government agency, and copies of business, as promptly as reasonably practicable following such preparation, monthly unaudited consolidated balance sheets of GDI and its subsidiaries and the related monthly unaudited consolidated statements of income, stockholders' equity and cash flows; (d) at least thirty (30) days prior any annual reports to the start of each fiscal year, a copy of GDI's proposed annual budget for such fiscal year; and (e) such additional information about GDI and its subsidiaries as such Preferred Holder reasonably requestsshareholders or other materials delivered to any other shareholder.

Appears in 1 contract

Samples: Shareholder Agreement (Pintec Technology Holdings LTD)

Information Rights. GDI shall The Company agrees to furnish to (i) each Series A Holder (including the following information Series A Holder on an as-exercised basis with respect to each Preferred Holder the A Round Warrants that have been paid in RMB), for so long as such Preferred Holder owns any shares it holds at least three percent (3%) of GDI Series A Preferred or GDI the then issued and outstanding Company Securities on a fully diluted and as-converted basis; (ii) each Series B PreferredHolder, for so long as it holds at least three percent (3%) of the then issued and outstanding Company Securities on a fully diluted and as-converted basis; and (iii) each Series C Holder, for so long as, (x) with respect to Momo, it holds the Company Securities, and (y) with respect to any other Series C Holder, it holds at least three percent (3%) of the then issued and outstanding Company Securities on a fully diluted and as-converted basis: (a) within ninety (90) days after the end of each fiscal year of GDIthe Company, an audited a consolidated income statement and statement of cash flows for the Group Companies for such fiscal year and a consolidated balance sheet of GDI and its subsidiaries for the Group Companies as of the end of the fiscal year, audited and certified by a “Big-4” accounting firm (i.e., PricewaterhouseCoopers, KPMG, Deloitte & Touche or Ernst & Young) or any other accounting firm approved by Requisite Holders, and a management report including a comparison of the financial results of such fiscal year and the related consolidated statements of income, stockholders' equity and cash flows for the fiscal year then ended (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commissioncorresponding annual budget, all prepared in English and in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with Accounting Standards consistently applied throughout the Commission the financial statements referenced in this clause (a), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (a) shall be correspondingly be extended)period; (b) within forty-five (45) days after of the end of each of the first three (3) fiscal quarters, a consolidated unaudited income statement and statement of cash flows for such quarter (other than the last fiscal quarter in each fiscal year), an unaudited and a consolidated balance sheet of GDI and its subsidiaries and for the related unaudited consolidated statements of income, stockholders' equity and cash flows, such consolidated balance sheet to be Group Companies as of the end of such quarter quarter, and such consolidated statements of income, stockholders' equity and cash flows to be for such quarter and for the period from the beginning a comparison of the fiscal year to the end financial results of such quarter (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commissioncorresponding quarterly budget, all prepared in English and in accordance with applicable Commission rules the Accounting Standards consistently applied throughout the period (except for customary year-end adjustments and regulationsexcept for the absence of notes), a request for extension and certified by the chief executive officer or chief financial officer of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (b), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (b) shall be correspondingly be extended)Company; (c) if prepared by GDI in within thirty (30) days of the ordinary course end of businesseach month, as promptly as reasonably practicable following a consolidated unaudited income statement and statement of cash flows for such preparation, monthly unaudited month and a consolidated balance sheets sheet for the Group Companies as of GDI the end of such month, and its subsidiaries a comparison of the financial results of such month with the corresponding monthly budget, all prepared in English and in accordance with the related monthly unaudited consolidated statements Accounting Standards consistently applied throughout the period (except for customary year-end adjustments and except for the absence of incomenotes), stockholders' equity and cash flowscertified by the chief executive officer or chief financial officer of the Company; (d) at least an annual budget and business plan within thirty (30) days prior to the start beginning of each fiscal year, a copy setting forth: the projected balance sheets, income statements and statements of GDI's proposed annual budget cash flows for each month during such fiscal yearyear of each Group Company; andprojected detailed budgets for each such month; any dividend or distribution projected to be declared or paid; any projected incurrence, assumption or refinancing of Indebtedness; and other material matters relating to the operation, development and business of the Group Companies; (e) copies of all documents or other information sent to all other Shareholders and any reports publicly filed by any Group Company with any relevant securities exchange, regulatory authority or governmental agency, no later than five (5) days after such additional documents or information about GDI are filed by the Company; (f) as soon as practicable, any other information relating to the financial condition and its subsidiaries as business of the Group Companies reasonably requested by any such Preferred Holder Key Shareholder (including monthly or other periodic operating metrics); provided, however, that the Company shall not be obligated under this Section 4.01(f) to provide information (i) that the Board reasonably requestsdetermines in good faith, after reviewing necessary and appropriate information, to be a trade secret or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Group Companies and their counsel.

Appears in 1 contract

Samples: Shareholder Agreement (Daojia LTD)

Information Rights. GDI (a) The Purchaser shall, and shall furnish 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. During the period commencing on the Issuance Closing Date and ending on the first date after such commencement on which the Seller and its Subsidiaries collectively no longer own at least a ten percent (10%) Ownership Interest in the Purchaser (including, for purposes of this Section 9.2(a), any then-outstanding Purchaser Offshore Subsidiary Securities, whether held by the Seller, any of its Subsidiaries or a third party, on an as-exchanged, fully-diluted basis), the Purchaser shall deliver to the Seller and the Seller Designated Investment Entity the following information to each Preferred Holder for so long as such Preferred Holder owns any shares of GDI Series A Preferred or GDI Series B Preferredfinancial information: (ai) within Not later than forty five (45) days after the end of each of the quarterly accounting periods or, after the Purchaser Qualified IPO, not later than the date on which the Purchaser publicly discloses them, the unaudited consolidated balance sheets of the Purchaser and its Subsidiaries as of the end of each such period, the related unaudited consolidated statements of operations, equity and cash flows of the Purchaser and its 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 Purchaser’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, the Purchaser 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 the Purchaser’s independent public accountants at such time. (ii) As soon as available but in any event not later than sixty (60) days after the end of each fiscal year of the Purchaser, the unaudited consolidated balance sheets of the Purchaser and its Subsidiaries as of the end of fiscal year and the related consolidated statements of operations, equity and cash flows of the Purchaser 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 the Purchaser’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, the Purchaser 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 the Purchaser’s independent public accountants at such time. (iii) As soon as available, but in any event no later than ninety (90) days after the end of each fiscal year of GDIthe Purchaser, an a copy of the audited consolidated balance sheet sheets of GDI the Purchaser and its subsidiaries Subsidiaries as of the end of such fiscal year and the related consolidated statements of incomeoperations, stockholders' equity and cash flows of the Purchaser and its Subsidiaries stating in comparative form the figures as of the end of and for the previous fiscal year then ended (provided, that, at any time that GDI has at least one class certified by a firm of equity securities registered under independent certified public accountants of recognized international standing selected by the Securities Act, in Purchaser and approved by the event that GDI Purchaser’s equityholders. All such financial statements shall timely and properly file with the Commission, be prepared in accordance with applicable Commission rules GAAP applied on a consistent basis and regulationsbe certified by the Purchaser’s Chief Financial Officer (and Chief Accounting Officer after such Chief Accounting Officer is appointed). For the avoidance of doubt, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (a), the time period in which GDI must deliver to the Preferred Holders if such financial statements pursuant are prepared in accordance with IFRS, the Purchaser shall provide a reconciliation of such financial statements to this clause (a) U.S. GAAP, and shall cause such reconciliation to be correspondingly be extended);reviewed by the firm serving as the Purchaser’s independent public accountants at such time. (biv) within forty-five As soon as available but in any event not later than sixty (4560) days after the end of each fiscal quarter quarterly accounting period, (other than A) explanations for any significant movements from the last fiscal prior quarter in each fiscal year), an of the unaudited consolidated balance sheet of GDI sheets and its subsidiaries and the related unaudited consolidated statements of income, stockholders' equity and cash flows, such consolidated balance sheet to be as of the end of such quarter and such consolidated statements of income, stockholders' equity and cash flows in conjunction with this Section 9.2, and (B) operating metrics relevant to the Purchaser’s businesses and used by the Purchaser’s management for decision-making purposes (excluding any Highly Sensitive Information) (clauses (i) through (iv) collectively, the “Purchaser Financial Information”). During such period, the Seller’s external auditors shall have the right to conduct, at the Seller’s own cost, periodic reviews of the quarterly financial information provided pursuant to Sections 9.2(a)(i) and (ii) above. Any such review shall be conducted by an independent, external internationally recognized firm of the Seller’s choice with appropriate qualifications and experience in Mainland China conducting reviews of this nature. Before beginning its review, the firm selected by the Seller to conduct the review shall execute a confidentiality agreement with the Purchaser, the terms of which shall not frustrate or impede the purpose of the review or the disclosure of the results thereof to the Seller. The auditors shall create a detailed written report of the results and findings of each review, and simultaneously provide copies of the report to both the Seller and the Purchaser. The auditor’s report shall limit the disclosure to the Seller of information reviewed in connection with the review to the conclusions of the reviews, the determination of the auditor in connection therewith, and the basis for such conclusions. (b) Without limiting the provisions of Section 9.2(a), during the period commencing upon the first date on which any of the Purchaser or a Subsidiary of the Purchaser is party to an SME Loan Know-How License Agreement and terminating on January 1, 2018, the Purchaser shall, and shall cause each of its Subsidiaries to, maintain true books and records of account in which full and correct entries shall be made for the purpose of supporting and documenting the accuracy of the payments to be made pursuant to the SME Loan Know-How License Agreements as reasonably necessary to confirm the Purchaser’s compliance with the payment provisions of the SME Loan Know-How License Agreements. All such books and records will be retained at the Purchaser’s, or its applicable Subsidiary’s, principal place of business for a period of at least three (3) years after the payments to which they pertain have been made. The Purchaser’s, or its applicable Subsidiary’s, books and records will be open for inspection and review (as set forth in this Section 9.2(b)) by the Seller, the Alibaba Independent Committee, and their Representatives, during such quarter and three (3)-year period for the period from purpose of verifying the beginning accuracy of the fiscal year payments made, and the Purchaser’s, or its applicable Subsidiary’s, compliance with, the payment provisions of the SME Loan Know-How License Agreements. (i) The Seller’s external auditors shall have the right to conduct (and the end of such quarter (providedSeller shall cause the Seller’s external auditors to so conduct, thatincluding when requested to do so by the Alibaba Independent Committee), at any time that GDI has at least one class of equity securities registered under the Securities ActSeller’s own cost, in periodic reviews to confirm the event that GDI shall timely and properly file Purchaser’s compliance with the Commission, in accordance with applicable Commission rules and regulations, a request for extension payment provisions of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (b), the time period in which GDI must deliver to the Preferred Holders such financial statements SME Loan Know-How License Agreements. Any review conducted pursuant to this clause (bSection 9.2(b)(i) shall be correspondingly be extended);conducted by an independent, external internationally recognized firm of the Seller’s choice with appropriate qualifications and experience in Mainland China conducting reviews of this nature. Before beginning its review, the firm selected by the Seller to conduct the review shall execute a confidentiality agreement with the Purchaser, the terms of which shall not frustrate or impede the purpose of the review or the disclosure of the results thereof to the Seller. The auditors shall create a detailed written report of the results and findings of each review, and simultaneously provide copies of the report to both the Seller and the Purchaser. The auditor’s report shall limit the disclosure to the Seller of information reviewed in connection with the review to the conclusions of the reviews, the determination of the auditor in connection therewith, and the basis for such conclusions. (cii) if prepared by GDI The Purchaser may dispute the results of a review conducted pursuant to Section 9.2(b)(i), in which case the ordinary course of business, as promptly as reasonably practicable following such preparation, monthly unaudited consolidated balance sheets of GDI and its subsidiaries Purchaser and the related monthly unaudited consolidated statements of income, stockholders' equity and cash flows; (d) at least Seller shall work together in good faith to resolve such dispute within thirty (30) days prior of the Seller’s demand for compensation or reimbursement arising out of the result of such review. If the Purchaser and the Seller are unable to resolve any such dispute after such thirty (30)-day period, the Purchaser may commence arbitration pursuant to Section 12.9; provided, however, that commencing arbitration will not excuse the Purchaser from paying any amounts due to the start Seller under the payment provisions of each fiscal the SME Loan Know-How License Agreements. (iii) The Seller will, through its external auditors, conduct reviews under Section 9.2(b)(i) no more than once per year, a copy unless any review reveals any breach by the Purchaser of GDI's proposed annual budget the payment provisions of the SME Loan Know-How License Agreements, in which case, the Seller may, through its external auditors, conduct one (1) additional review in the following twelve (12) months. The Purchaser shall reasonably cooperate with the Seller’s auditors in connection with any review under Section 9.2(b)(i), including by providing the Seller’s auditors with access to all financial and accounting books and statements, management and operating data, records, working papers of the Purchaser’s auditors (to the extent permitted by such auditors; provided, that the Purchaser shall not withhold any consents necessary to permit the Purchaser’s auditors from providing access to such working papers), accounts, financial statements, systems, facilities, operations, and management personnel and other personnel, but only as reasonably necessary for the purposes set forth in Section 9.2(b)(i), and ensure that its personnel cooperate with any such fiscal year; andreview and all other reasonable requests by the Seller’s auditors for additional information or documentation related to such review. (eiv) If any review reveals that the Purchaser overpaid any amount due pursuant to the payment provisions of the SME Loan Know-How License Agreements (except for any portion thereof disputed in good faith), the Seller shall promptly refund the overpayment to the Purchaser. If any review reveals that the Purchaser underpaid or failed to pay in full any amount due pursuant to the payment provisions of the SME Loan Know-How License Agreements (except for any portion thereof disputed in good faith), the Purchaser shall promptly pay the amount of such additional shortfall to the Seller and reimburse the Seller for the reasonable costs of its external auditor’s conduct of the review. (v) The rights of the Seller and the Alibaba Independent Committee pursuant to this Section 9.2(b) shall terminate upon a Purchaser Qualified IPO if such rights are not permitted by, and are not capable of being preserved (through preferred stock or otherwise) under, applicable Law or applicable listing rules; provided, that the Purchaser shall use its commercially reasonable efforts to cause such rights to be permitted and preserved, including by seeking an exemption under such applicable Law that would permit or otherwise allow such rights to be preserved. (c) All access to information about GDI and its subsidiaries as reviews provided for in this Section 9.2 shall be during normal business hours following reasonable advance notice to the Purchaser, and in a manner that does not unreasonably interfere with the Purchaser’s business operations. Nothing in this Section 9.2 shall require the Purchaser to disclose to the Seller or the Alibaba Independent Committee, or to permit any auditor to disclose to the Seller or the Alibaba Independent Committee, (i) any Highly Sensitive Information; (ii) any information to the extent such Preferred Holder reasonably requestsdisclosure of such information would violate applicable Law; (iii) any information to the extent that disclosure thereof would constitute a breach of an agreement with a third party; or (iv) any information whose disclosure would result in a waiver of any attorney-client privilege.

Appears in 1 contract

Samples: Share and Asset Purchase Agreement (Alibaba Group Holding LTD)

Information Rights. GDI shall furnish the following information to each Preferred Holder for (a) For so long as the Combined Ownership Percentage is equal to or greater than 20%, the Company shall be considered a non-wholly owned subsidiary of Stockholder and as such, the Company shall use reasonable best efforts to permit representatives designated by Stockholder (“Stockholder Representatives”), at reasonable times and upon reasonable notice to (i) visit and inspect any of the properties of the Company and its Subsidiaries, (ii) examine the corporate and financial records of the Company and its subsidiaries and make copies thereof or extracts therefrom, and (iii) discuss the affairs, finances and accounts of any such Preferred Holder owns any shares corporations with the directors, officers, key employees and independent accountants of GDI Series A Preferred the Company and its Subsidiaries. The presentation of an executed copy of this Agreement by Stockholder to the Company’s independent accountants shall constitute the Company’s permission to its independent accountants to participate in discussions with and provide all reasonably required information to the Stockholder Representatives. (b) For so long as the Combined Ownership Percentage is equal to or GDI Series B Preferredgreater than 20%, Stockholder Representatives shall be entitled to meet with the chief executive officer and the chief financial officer of the Company from time to time at reasonable times and upon reasonable notice to discuss the annual business plan and operating budget. The Company shall take all Necessary Action to ensure that the business plan and operating budget shall be provided to the Board in advance of a formal approval meeting so that the Board has sufficient time to review and ask questions of management. (c) For so long as the Combined Ownership Percentage is equal to or greater than 20%, the Company shall use reasonable best efforts to deliver the following to Stockholder: (ai) as soon as available but in any event within ninety thirty (9030) days after the end of each monthly accounting period in each fiscal year (provided that with respect to the third (3rd) month of GDIeach fiscal quarter, an audited such monthly report shall be delivered within forty-five (45) days after the end of such applicable fiscal quarter (or such earlier time, to the extent made available to the Board of Directors)), unaudited consolidated statements of income and cash flows for the Company for such monthly period and for the period from the beginning of the fiscal year to the end of such month, and unaudited consolidated balance sheet sheets of GDI and its subsidiaries the Company as of the end of such monthly period, which shall also set forth in each case (unless expressly waived by the Investors) comparisons to the corresponding period in the preceding fiscal year and the related consolidated statements of incomeand, stockholders' equity and cash flows for the fiscal year then ended (providedif applicable, thatto budgeted amounts, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, all prepared in accordance with applicable Commission rules U.S. GAAP, consistently applied, subject to normal year-end audit adjustments and regulations, a request for extension the absence of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (a), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (a) shall be correspondingly be extended)footnotes; (bii) as soon as available but in any event (A) within thirty (30) days after the end of each quarterly accounting period of the Company in each fiscal year, internally prepared draft quarterly financial statements, and (B) within forty-five (45) days after the end of each fiscal quarter (other than quarterly accounting period of the last fiscal quarter Company in each fiscal year), an unaudited consolidated balance sheet of GDI and its subsidiaries and (x) the related quarterly financial statements required to be filed by the Company pursuant to the Exchange Act, or (y) unaudited consolidated statements of income, stockholders' equity and cash flows, such consolidated balance sheet to be as of the end of such quarter and such consolidated statements of income, stockholders' equity income and cash flows to be of the Company for such quarter quarterly period and for the period from the beginning of the fiscal year to the end of such quarter (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (b), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (b) shall be correspondingly be extended); (c) if prepared by GDI in the ordinary course of business, as promptly as reasonably practicable following such preparation, monthly unaudited consolidated balance sheets of GDI and its subsidiaries the Company as of the end of such quarterly period, which shall also set forth in each case (unless expressly waived by the Investors) comparisons to the corresponding period in the preceding fiscal year and, if applicable, to budgeted amounts, all prepared in accordance with U.S. GAAP, consistently applied, subject to normal year-end audit adjustments and the related monthly unaudited absence of footnotes, and shall be certified by a senior executive officer of the Company; (iii) as soon as available but in any event (A) within forty-five (45) days after the end of each fiscal year of the Company, internally prepared draft annual financial statements, and (B) within sixty (60) days after the end of each fiscal year of the Company, (x) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (y) a consolidated balance sheet of the Company as of the end of such fiscal year, and consolidated statements of income, stockholders' equity income and cash flowsflows of the Company for such year, which shall also set forth in each case (unless expressly waived by the Investors) comparisons to the preceding fiscal year and, if applicable, to budgeted amounts, all prepared in accordance with U.S. GAAP, consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, and audited in accordance with the auditing standards of the Public Company Accounting Oversight Board; (div) at least thirty not later than forty-five (3045) days prior to after the start of each fiscal year, a copy of GDI's proposed an annual budget prepared on a monthly basis for the Company for such fiscal year, and promptly upon preparation thereof any other significant budgets prepared by the Company and any revisions of such annual or other budgets; and (ev) with reasonable promptness, such additional other information about GDI and financial data concerning the Company and its subsidiaries Subsidiaries as any Investor entitled to receive information under this Section 2.5(c) may reasonably request by written inquiry or otherwise, in order to prepare financial or other reports required by applicable law or as otherwise required in connection with the operation of the business of such Preferred Holder Investor or its Affiliates. (d) For so long as the Combined Ownership Percentage is equal to or greater than 50%, the Company shall use reasonable best efforts to promptly provide Stockholder with such information as reasonably requestsrequired for the purpose of its compliance with the disclosure and/or shareholders’ approval requirements under The Rules Governing The Listing of Securities on The Stock Exchange of Hong Kong, the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), the Companies Ordinance (Chapter 32 of the Laws of Hong Kong), and other statutory obligations that regulate the activities of Stockholder as a listed company on The Stock Exchange of Hong Kong Limited. Stockholder shall provide to the Company a compliance manual on the information required for the purpose.

Appears in 1 contract

Samples: Stockholder Agreement (Landsea Homes Corp)

Information Rights. GDI The Company covenants and agrees that, commencing on the date of this Agreement, the Company shall furnish the following information deliver to each Preferred Holder for so long as such Preferred Holder owns any shares holder of GDI the Series A Preferred or GDI Shares holding no less than ten percent (10%) of the Company’s total issued and outstanding Series B PreferredA Preferred Shares: (ai) within ninety thirty (9030) days after the end of each fiscal year of GDIquarter, an audited unaudited quarterly consolidated balance sheet of GDI financial statements and its subsidiaries as other documents reflecting the business activities and performance (including but not limited to tax filings and management reports) for such quarter and analysis of the end of such fiscal year and the related consolidated statements of income, stockholders' equity and cash flows for the fiscal year then ended (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (a), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (a) shall be correspondingly be extended)Group Companies’ business operation; (bii) within forty-five (45) days after the end of each fiscal quarter (other than the last year, unaudited annual consolidated financial statements for such fiscal quarter in each fiscal year), an unaudited consolidated balance sheet of GDI year and its subsidiaries and the related unaudited consolidated statements of income, stockholders' equity and cash flows, such consolidated balance sheet to be as implementation of the end of such quarter and such consolidated statements of income, stockholders' equity and cash flows to be for such quarter and for the period from the beginning of the fiscal year to the end of such quarter (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (b), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (b) shall be correspondingly be extended); (c) if prepared by GDI in the ordinary course of business, as promptly as reasonably practicable following such preparation, monthly unaudited consolidated balance sheets of GDI and its subsidiaries and the related monthly unaudited consolidated statements of income, stockholders' equity and cash flows; (d) at least thirty (30) days prior to the start of each fiscal year, a copy of GDI's proposed annual budget for such fiscal year; and (eiii) within four (4) months after the end of each fiscal year, audited annual consolidated financial statements for such additional fiscal year, audited by the accounting firms reasonably acceptable to Ascendis and Vivo Capital (the “Major Investors”). Promptly upon the written request by any holder of Series A Preferred Shares representing no less than ten percent (10%) of the Company’s total issued and outstanding Series A Preferred Shares, such other information about GDI and its subsidiaries as such holder of Series A Preferred Holder Shares shall reasonably requestsrequest from time to time, including, without limitation, an up-to-date capitalization table, the most recent version of the investment agreements, documents relating to subsequent financing and a copy of the official articles of association or other constitutional documents of the Group Companies. In addition, the Company shall provide to Ascendis such information and financial statements of the Group Companies and provide access to personnel reasonably requested by Ascendis in order for Ascendis to timely comply with applicable disclosure and financial and tax reporting requirements. The rights set forth above shall be collectively referred to as the “Information Rights”. All financial statements to be provided to such holder of Series A Preferred Shares pursuant to this Section 1.1(a) shall be in English and shall include an income statement, a balance sheet, a cash flow statement for the relevant period as well as for the fiscal year to-date and shall be prepared in conformance with the PRC Generally Accepted Accounting Principles (the “PRC GAAP”) with respect to the Group Companies in the PRC, or the International Financial Reporting Standards (the “IFRS”) with respect to the Company and the Group Company outside of the PRC.

Appears in 1 contract

Samples: Shareholders Agreement (Ascendis Pharma a/S)

Information Rights. GDI shall furnish the following information to each Preferred Holder for so long as such Preferred Holder owns any shares of GDI Series A Preferred or GDI Series B Preferred: (a) The Company will furnish to each Investor that, individually or together with such Investor’s Affiliates, holds at least 1,000,000 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof) (each, a “Major Investor”): (1) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of GDIthe Company, annual unaudited financial statements for such fiscal year of the Company, including an audited consolidated unaudited balance sheet of GDI and its subsidiaries as of the end of such fiscal year year, an unaudited statement of operations and the related an unaudited consolidated statements statement of income, stockholders' equity and cash flows of the Company for the fiscal such year then ended (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, prepared in accordance with applicable Commission rules U.S. generally accepted accounting principles and regulations, a request for extension of the time period in which GDI is obligated practices (“U.S. GAAP”) other than with respect to file with the Commission the financial statements referenced in this clause (a), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (a) shall be correspondingly be extended)footnotes required by U.S. GAAP; (b2) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, quarterly unaudited financial statements for such fiscal quarter (other than of the last fiscal quarter in each fiscal year)Company, including an unaudited consolidated balance sheet of GDI and its subsidiaries and the related unaudited consolidated statements of income, stockholders' equity and cash flows, such consolidated balance sheet to be as of the end of such quarter fiscal year, an unaudited statement of operations and such consolidated statements an unaudited statement of income, stockholders' equity and cash flows to be of the Company and its subsidiaries for such quarter and for the period from the beginning of the fiscal year to the end of such quarter (providedquarter, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, all prepared in accordance with applicable Commission rules U.S. GAAP other than with respect to footnotes required by U.S. GAAP and regulations, a request for extension of the time period in which GDI is obligated subject to file with the Commission the financial statements referenced in this clause (b), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (b) shall be correspondingly be extended);changes resulting from normal year-end audit adjustments; and (c3) if prepared by GDI as soon as practicable, but in the ordinary course of business, as promptly as reasonably practicable following such preparation, monthly unaudited consolidated balance sheets of GDI and its subsidiaries and the related monthly unaudited consolidated statements of income, stockholders' equity and cash flows; (d) at least any event within thirty (30) days prior after to the start beginning of each fiscal year, a copy of GDI's proposed annual budget an operating plan for such fiscal year; and (e) . If, for any period, the Company has audited records of any of the foregoing, then in respect of such additional information about GDI period the financial statements delivered pursuant to the foregoing sections shall be the audited financial statements of the Company. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and its subsidiaries as consolidating financial statements of the Company and all such Preferred Holder reasonably requestsconsolidated subsidiaries.

Appears in 1 contract

Samples: Stockholders’ Agreement (StreetShares, Inc.)

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Information Rights. GDI shall furnish the following information to each Preferred Holder for so long as such Preferred Holder owns any shares of GDI Series A Preferred or GDI Series B Preferred: (a) within ninety So long as the Investors continue to hold (90directly or together with their Affiliates) days shares representing at least five percent (5%) of the Common Stock (on an as converted, fully-diluted basis) the Company will furnish to the Investors (i) all financial statements and reports it or any of its Subsidiaries is required to deliver to its lenders concurrent with the delivery of those materials to its lenders; (ii) as soon as practicable after the end of each month, a monthly financial report containing a summary of financial information in a form prepared for and used by management of the Company on an operating basis and which will include a consolidated income statement, capital expenditures, month-end balances for total indebtedness, cash, and cash equivalents, quarter -to-date calculations (“Monthly Reports”); (iii) as soon as practicable after the end of each fiscal year of GDIquarter, (A) an audited unaudited consolidated balance sheet of GDI and its subsidiaries as of at the end of such fiscal year quarter, and the related (B) unaudited consolidated statements of income, stockholders' equity retained earnings and cash flows for the fiscal year then ended (providedsuch quarter, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, prepared in accordance with applicable Commission rules GAAP consistently applied, in reasonable detail and regulations, a request for extension certified by the principal financial or accounting officer of the time period Company, in which GDI is obligated to file with each case reviewed by the Commission the financial statements referenced in this clause Company’s auditors (a“Quarterly Reports”), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause ; (aiv) shall be correspondingly be extended); (b) within forty-five (45) days as soon as practicable after the end of each fiscal quarter year, (other than the last fiscal quarter in each fiscal year), A) an unaudited audited consolidated balance sheet as at the end of GDI such year, and its subsidiaries and the related unaudited (B) audited consolidated statements of income, stockholders' equity and cash flows, such consolidated balance sheet to be as of the end of such quarter and such consolidated statements of income, stockholders' equity retained earnings and cash flows to be for such quarter and for the period from the beginning of the fiscal year to the end of such quarter (providedyear, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, prepared in accordance with applicable Commission rules GAAP consistently applied, in reasonable detail and regulationsaccompanied by an unqualified opinion of the Company’s auditors (“Annual Reports”) and (v) such other information as an Investor may reasonably request from time to time for purposes of its and its Affiliates’ public reporting and investor reporting, or otherwise with respect to the business and affairs of the Company and its Subsidiaries (such information shall be provided on a schedule specified by such Investor from time to time, which may be more expedited than that contemplated by clause Section 7.10(b) below). All financial reports furnished to Investors pursuant to the preceding sentence shall include comparisons to the comparable periods during the preceding year and year-to-date calculations. In addition, within five (5) days after delivery of any Quarterly or Annual Report, the Company shall deliver to investors a narrative (MD&A) description of the financial performance covered by the report, including year-to-date and year-over-year performance generally and against budget, by geographic region. The Company’s annual financial statements shall be audited by, and quarterly financial statements reviewed by, a request for extension firm of the time period in which GDI registered public accountants that is obligated to file independent with the Commission the financial statements referenced in this clause (b), the time period in which GDI must deliver respect to the Preferred Holders such financial statements pursuant Company and its Affiliates under the standards applicable to this clause public companies under United States and Canadian securities laws. (b) The Annual, Quarterly and Monthly Reports required to be delivered by the Company under Section 7.4(a) shall be correspondingly be extended); (c) if prepared by GDI provided in the ordinary course respect of businessJELD-WEN, as promptly as reasonably practicable following such preparation, monthly unaudited consolidated balance sheets of GDI inc. and its subsidiaries Subsidiaries, within the following time-frames: Fiscal Year Report Timing 2011 Annual Within 90 days of year-end Quarterly Within 45 days of quarter-end Monthly Within 25 days of month-end 2012 Annual Draft within 45 days of year-end Final within 90 days of year-end Quarterly Within 45 days of quarter-end Monthly Within 25 days of month-end 2013 and thereafter Annual Within 45 days of year-end Quarterly Within 35 days of quarter-end Monthly Within 25 days of month-end In addition, the related monthly unaudited consolidated statements of income, stockholders' equity and cash flows; (d) at least thirty (30) days prior Company shall provide all such reports with respect to the start of each fiscal year, a copy of GDI's proposed annual budget for such fiscal year; and (e) such additional information about GDI Company and its subsidiaries Subsidiaries as soon as such Preferred Holder reasonably requestsreports become available, but in any event by no later than 10 days after delivery to the Investors of the corresponding report for JELD-WEN, Inc. and its Subsidiaries by the Company, or if earlier, 10 days after the date such JELD-WEN, Inc. report is required to be delivered hereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (JELD-WEN Holding, Inc.)

Information Rights. GDI shall furnish The Company and the other Warrantors jointly and severally covenant and agree that the Company will deliver (or cause to be delivered) to each Material Shareholder the following information with respect to each Preferred Holder for so long as such Preferred Holder owns any shares of GDI Series A Preferred or GDI Series B Preferreditself and its Subsidiaries: (ai) As soon as practicable after the end of each fiscal year, and in any event within ninety sixty (9060) days after the end of each fiscal year of GDIsuch period, an annual audited consolidated financial statements, with a consolidated balance sheet and consolidated statement of GDI equity of the Company and its subsidiaries Subsidiaries, as of the end of such fiscal year year, and the related a consolidated statements statement of income, stockholders' equity income and a consolidated statement of cash flows of the Company and its Subsidiaries for the fiscal such year then ended (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, financial statement footnotes all prepared in accordance with applicable Commission rules US GAAP, consistently applied and regulationssetting forth and including a report and audit opinion for annual statements, which opinions will be provided by any one of the following firms: Deloitte LLP, Ernst & Young, KPMG International or PricewaterhouseCoopers, including their respective member firms in the PRC and Hong Kong, in comparative form, the figures for the previous fiscal year, all in reasonable detail. (ii) Draft consolidated financial statements of the Company and its Subsidiaries for each month, quarter and annual period-end (with the exception that no notes need to be attached to such statements) within one (1) month following such period-end prepared consistent with management’s reports and consistent with the audited consolidated financial statements, including any details of accounts that any Material Shareholder (or Affiliate of any Material Shareholder) is required to obtain to publicly report financial measures, including, but not limited to, amortization of intangible assets, equity-based compensation and other extraordinary items as needed to complete any such publicly reported financial measures. (iii) Upon reasonable request by any Material Shareholder that is, or that has an Affiliate that is, a request for extension reporting company under the Exchange Act, as soon as practicable after the end of each fiscal quarter of the time period Company, and in which GDI any event within twenty five (25) days after the end of such period, Notwithstanding the foregoing, so long as any Material Shareholder or any Affiliate of a Material Shareholder is obligated to file with a reporting company under the Commission the Exchange Act, quarterly consolidated financial statements referenced for the first, second and third quarter of each year, respectively, with a consolidated balance sheet and consolidated statement of equity of the Company and its Subsidiaries, as of the end of such fiscal quarter, and a consolidated statement of income and a consolidated statement of cash flows of the Company and its Subsidiaries for such quarter all prepared in this clause (a)accordance with US GAAP, consistently applied and setting forth and including a report and review opinion, which opinion will be provided by any one of the following firms: Deloitte LLP, Ernst & Young, KPMG International or PricewaterhouseCoopers, including their respective member firms in the PRC and Hong Kong, in comparative form, the time period figures for the previous fiscal year, all in which GDI must deliver reasonable detail. For the avoidance of doubt, it shall be deemed to be reasonable if a Material Shareholder requests the Preferred Holders such delivery of quarterly financial statements pursuant to in accordance with this clause (aSection 2.1(a)(iii) shall be correspondingly be extended)for the purpose of complying with its contractual obligations; (biv) An annual business plan and consolidated budget for the following fiscal year within forty-five (45) days after prior to the end of each fiscal quarter (other than the last fiscal quarter in each fiscal year), an unaudited consolidated balance sheet of GDI year and its subsidiaries and the related unaudited consolidated statements of income, stockholders' equity and cash flows, such consolidated balance sheet to be as of the end of such quarter and such consolidated statements of income, stockholders' equity and cash flows to be for such quarter and updated quarterly budgets for the period from the beginning remainder of the fiscal year to the end of such quarter (providedon March 15th, thatJune 15th, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely September 15th and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension December 15th of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (b), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (b) shall be correspondingly be extended)then current fiscal year; (cv) if prepared by GDI As soon as practicable, but in any event within seven (7) business days after such meeting, minutes of any meeting of the ordinary course board of business, as promptly as reasonably practicable following such preparation, monthly unaudited consolidated balance sheets directors of GDI the Company and its subsidiaries and the related monthly unaudited consolidated statements of income, stockholders' equity and cash flowsSubsidiaries; (dvi) at least thirty As soon as practicable, but in any event within seven (307) business days prior after the Company first becomes aware of such action, notice of any legal action or investigation by any Governmental Authority against the Company or its Subsidiaries that would reasonably be expected to have a material adverse effect on the start of each fiscal year, a copy of GDI's proposed annual budget for such fiscal yearCompany or its Subsidiaries; and (evii) Upon the written request by any Material Shareholder, such additional other information about GDI and its subsidiaries as such Preferred Holder Material Shareholder shall reasonably requestsrequest. All financial statements to be provided to the Investors pursuant to this Section 2.1 shall be prepared in the English language in conformance with US GAAP, as amended and interpreted from time to time.

Appears in 1 contract

Samples: Subscription and Contribution Agreement (Mecox Lane LTD)

Information Rights. GDI shall furnish Each of the following information to each Preferred Holder Group Companies covenants and agrees that, commencing on the date of this Agreement, for so long as such any Preferred Holder owns any shares Shares are outstanding, the Group Companies shall deliver to each holder of GDI Series A the Preferred or GDI Series B PreferredShares: (ai) audited annual consolidated financial statements of the Group Companies (if any), or audited annual consolidated financial statements of the PRC Companies and audited annual unconsolidated financial statements of the Company and the HK Co., within ninety one hundred and twenty (90120) days after the end of each fiscal year of GDIyear, an audited consolidated balance sheet of GDI and its subsidiaries prepared in conformance with the generally accepted accounting principles in the PRC or such other accounting principles accepted by the Preferred Shareholders (as of the end of such fiscal year defined in Section 3) and the related consolidated statements of income, stockholders' equity and cash flows for Founders (the fiscal year then ended (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (a“Accounting Standard”), and audited by the time period in which GDI must deliver accounting firms acceptable to the Preferred Holders such financial statements pursuant to this clause Shareholders (a) shall be correspondingly be extendedas defined in Section 3); (bii) unaudited semi-annual consolidated financial statements of the Group Companies (if any), or unaudited semi-annual consolidated financial statements of the PRC Companies and unaudited semi-annual unconsolidated financial statements of the Company and the HK Co., within forty-five thirty (4530) days after the end of half of the year, prepared in conformance with the Accounting Standard; (iii) an annual business plan, capital expenditure and operations budget of the Group Companies for the following fiscal year; (iv) unaudited quarterly consolidated financial statements of the Group Companies (if any) or, unaudited quarterly consolidated financial statements of the PRC Companies and unaudited quarterly unconsolidated financial statements of the Company and the HK Co, within thirty (30) days after the end of each fiscal quarter quarter, prepared in conformance with the Accounting Standard; (v) upon the written request by any holder of Preferred Shares, such other than information as such holder of Preferred Shares shall reasonably request from time to time, including without limitation, resolutions, decisions, and minutes of any meeting of the last fiscal quarter in each fiscal yearBoard of Directors and records of discussion thereof (the above rights, collectively, the “Information Rights”); All financial statements to be provided to such holder of Preferred Shares pursuant to this Section 1.1(a) shall include an income statement, an unaudited consolidated a balance sheet of GDI and its subsidiaries and the related unaudited consolidated statements of income, stockholders' equity and a cash flows, such consolidated balance sheet to be as of the end of such quarter and such consolidated statements of income, stockholders' equity and cash flows to be for such quarter and flow statement for the relevant period from the beginning of as well as for the fiscal year to the end of such quarter (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, to-date and shall be prepared in the event that GDI shall timely and properly file conformance with the Commission, in accordance with applicable Commission rules and regulations, a request for extension Accounting Standard. If any financial statement to be provided to such holder of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (b), the time period in which GDI must deliver to the Preferred Holders such financial statements Shares pursuant to this clause Section 1.1(a) is not provided within respective term and is not corrected within ten (b10) days after any holder of Preferred Shares’ written notice, such holder of Preferred Shares shall be correspondingly be extended); (c) if prepared by GDI in the ordinary course of businessentitled to, as promptly as reasonably practicable following or request any Group Company to, appoint a qualified accounting firm to prepare such preparation, monthly unaudited consolidated balance sheets of GDI and its subsidiaries and the related monthly unaudited consolidated statements of income, stockholders' equity and cash flows; (d) at least thirty (30) days prior to the start of each fiscal year, a copy of GDI's proposed annual budget financial statement for such fiscal year; and (e) Group Company, at such additional holder’s expenses. Founders covenants, and shall procure any Group Company to covenant, to provide all the materials and/or information about GDI and its subsidiaries as required by such Preferred Holder reasonably requestsaccounting firm.

Appears in 1 contract

Samples: Shareholders Agreement (Genetron Holdings LTD)

Information Rights. GDI shall To the extent not publicly filed, from and after the Closing until the occurrence of a Shareholder Rights Termination Event, the Company will prepare and furnish the following information to each Preferred Holder for so long as such Preferred Holder owns any shares Shareholder (and in the case of GDI Series A Preferred or GDI Series B Preferred:clause (d), make available to Nightingale Onshore Holdings L.P.): (a) As soon as available, and in any event within ninety (90) days after the end of each fiscal year of GDIthe Group Companies, an a copy of the audited consolidated balance sheet of GDI and its subsidiaries the Group Companies as of at the end of each such fiscal year and the related audited consolidated statements of income, stockholders' equity and cash flows and changes in shareholders equity for such year of the Group Companies setting forth, in each case in comparative form the figures for the previous fiscal year then ended (providedyear, that, at any time that GDI has at least one class of equity securities registered under the Securities Actor, in the event that GDI shall timely and properly file with case of such balance sheet, for the Commissionlast day of such fiscal year, all in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (a), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (a) shall be correspondingly be extended);reasonable detail. (b) As soon as available, and in any event within forty-five (45) days after the end of each fiscal quarter of the Group Companies for the first three (other than the last 3) fiscal quarter in each quarters of a fiscal year), an the unaudited consolidated balance sheet of GDI and its subsidiaries and the related unaudited consolidated statements of income, stockholders' equity and cash flows, such consolidated balance sheet to be Group Companies as of at the end of such quarter and such the related consolidated statements of income, stockholders' equity and cash flows to be and changes in shareholders’ equity for such quarter and for the period from the beginning portion of the fiscal year to of the end Group Companies then ended, setting forth in each case in comparative form the figures for the corresponding periods of such quarter (providedthe previous fiscal year, that, at any time that GDI has at least one class of equity securities registered under the Securities Actor, in the event that GDI shall timely and properly file with case of such balance sheet, for the Commissionlast day of such period, all in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (b), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (b) shall be correspondingly be extended);reasonable detail. (c) if prepared by GDI Unless otherwise provided to the Board, as soon as available, (A) a copy of the operating and capital expenditure budgets for the Group Companies for such fiscal year, (B) monthly management accounts and periodic information packages relating to the operations and financial performance of the Group Companies, in each case in such form as the applicable Group Company prepares in the ordinary course of business, (C) unless already received by a Shareholder Director or a Board Observer, a copy of all information packages (and any other materials, documents or information) provided to the board of directors (or similar governing body) of any Group Company or any director thereof (including notices, minutes, consents and regularly or specially compiled financial and operating data distributed to the members of such board or body at the same time as promptly as reasonably practicable following such preparationmaterials are distributed to such board or body) and (D) if provided to the Board, monthly unaudited consolidated balance sheets a copy of GDI any information or reporting packages (and its subsidiaries and the related monthly unaudited consolidated statements any other materials, certificates, documents or other information) provided directly or indirectly (including through trustees or other agents) to any or all lenders to or debt financing source of income, stockholders' equity and cash flows;any Group Company. (d) at least thirty As soon as reasonably practicable after a request by Nightingale Onshore Holdings L.P. to inspect, review or consult with (30) days prior to the start as applicable), all books and records and facilities and properties and management of each fiscal year, a copy of GDI's proposed annual budget for such fiscal year; and (e) such additional information about GDI Group Company at reasonable times and its subsidiaries as such Preferred Holder reasonably requestsintervals.

Appears in 1 contract

Samples: Shareholder Agreement (Elizabeth Arden Inc)

Information Rights. GDI shall furnish Unless this Agreement is terminated pursuant to Article VI, from and after the following information to each Preferred Holder date hereof and for so long as such Preferred Holder the Purchaser (or an Affiliate thereof) owns that number of Shares or Common Shares into which Shares have been converted that in the aggregate (assuming conversion of the Shares) equals at least five percent (5%) of the outstanding Common Stock, (i) the Company will permit (and will cause the Subsidiary to permit) the authorized representatives of the Purchaser full and free access, at all times during regular working hours, and upon reasonable advance notice, to any shares of GDI Series A Preferred or GDI Series B Preferred: the properties of the Company and the Subsidiary, including their respective books and records, and to discuss their respective affairs, finances and accounts with the Company’s and the Subsidiary’s respective officers, agents and representatives, (aii) as soon as practicable, but in any event within ninety thirty (9030) days after of the end of each fiscal year calendar month after Closing, the Company will deliver to the Purchaser an unaudited consolidated income statement and statement of GDIcash flows for the Company and the Subsidiary for such month, and an audited unaudited consolidated balance sheet of GDI for the Company and its subsidiaries the Subsidiary as of the end of such fiscal year and the related consolidated statements of incomemonth, stockholders' equity and cash flows for the fiscal year then ended (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, all prepared in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause GAAP (a), the time period in which GDI must deliver to the Preferred Holders except that such financial statements pursuant may be subject to this clause normal year-end audit adjustments and need not contain all notes that may be required in accordance with GAAP), (aiii) shall be correspondingly be extended); as soon as practicable, but in any event within thirty (b) within forty-five (4530) days after before the end of each fiscal quarter (other than the last fiscal quarter in each fiscal year), an unaudited consolidated balance sheet of GDI and its subsidiaries and the related unaudited consolidated statements of income, stockholders' equity and cash flows, such consolidated balance sheet to be as of the end of such quarter and such consolidated statements of income, stockholders' equity and cash flows to be for such quarter and for the period from the beginning of the fiscal year to the end of such quarter (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (b), the time period in which GDI must Company will deliver to the Preferred Holders such financial statements pursuant to this clause (b) shall be correspondingly be extended); (c) if prepared by GDI in Purchaser a budget and business plan for the ordinary course of business, as promptly as reasonably practicable following such preparation, monthly unaudited consolidated balance sheets of GDI and its subsidiaries Company and the related monthly unaudited consolidated statements of income, stockholders' equity and cash flows; (d) at least thirty (30) days prior to Subsidiary for the start of each next fiscal year, prepared on a copy monthly basis, including balance sheets, income statements and statements of GDI's proposed annual budget cash flows for such fiscal year; months and , promptly after prepared, any other budgets or revised budgets prepared by the Company and/or the Subsidiary and (eiv) the Company will deliver to the Purchaser such additional other information about GDI relating to the condition (financial or otherwise), properties, assets (including intangible assets), business, operations or results of operations, prospects and/or corporate affairs of the Company and its subsidiaries the Subsidiary as such Preferred Holder the Purchaser may from time to time reasonably requestsrequest.

Appears in 1 contract

Samples: Investment Agreement (Nexxus Lighting, Inc.)

Information Rights. GDI shall furnish The Company covenants and agrees that, commencing on the following information date of this Agreement, the Company will deliver to each of the Preferred Holder for so long as such Preferred Holder owns any shares of GDI Series A Preferred or GDI Series B PreferredShareholders: (ai) audited annual consolidated financial statements, within ninety (90) days after the end of each fiscal year of GDIyear, as audited by an audited accounting firm approved by the Board; (ii) unaudited quarterly consolidated balance sheet of GDI and its subsidiaries as financial statements, within thirty-five (35) days of the end of such each fiscal year and the related consolidated statements of income, stockholders' equity and cash flows for the fiscal year then ended (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (a), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (a) shall be correspondingly be extended)quarter; (biii) unaudited monthly consolidated management accounts, within forty-five thirty (4530) days of the end of each month; (iv) an annual consolidated budget of the Group Companies for the each fiscal year, no later than thirty (30) days before the beginning of such fiscal year; (v) disclosure of major projects and interested party transactions of the Group Companies, within fifteen (15) days after the end of each fiscal quarter (calendar quarter, or such other than the last fiscal quarter in each fiscal year), an unaudited consolidated balance sheet of GDI and its subsidiaries and the related unaudited consolidated statements of income, stockholders' equity and cash flows, such consolidated balance sheet to be as periodic operating metrics of the end of such quarter and such consolidated statements of income, stockholders' equity and cash flows to be for such quarter and for the period from the beginning of the fiscal year to the end of such quarter (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (b), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (b) shall be correspondingly be extended)Group Companies; (cvi) if prepared (x) prompt written notice of any material litigation, material judgment against any of the Group Companies, and any other event that may have a material adverse effect on the operations and financial condition of any of the Group Companies, (y) prompt written notice of any notice from any governmental authority relating to any non-compliance with any regulation by GDI in any of the ordinary course Group Companies; and (z) any documents or forms filed by any of business, as promptly as reasonably practicable following such preparation, monthly unaudited consolidated balance sheets the Group Companies to the relevant government authority of GDI and its subsidiaries and the related monthly unaudited consolidated statements of income, stockholders' equity and cash flowsjurisdiction; (dvii) at least thirty (30) days prior any information delivered by the Group Companies to any of the start of each fiscal year, a copy of GDI's proposed annual budget for Shareholders other than such fiscal yearPreferred Shareholder; and (eviii) upon the written request by any Preferred Shareholder, such additional other information about GDI and its subsidiaries of the Group Companies as such Preferred Holder Shareholder shall reasonably requestsrequest (the above rights, collectively, the “Information Rights”). All financial statements to be provided to the Preferred Shareholders pursuant to this Section 1.1, including not limitation, the income statement, balance sheet and cash flow statement, shall be prepared in accordance with the International Financial Reporting Standards and shall consolidate the financial results of all of the Group Companies. All the information (including without limitation the financial statements) provided by the Company to the Preferred Shareholders pursuant to this Section shall be verified and certified as true, correct and not misleading by the Chief Executive Officer and the Chief Financial Officer of the Company.

Appears in 1 contract

Samples: Shareholder Agreements (iDreamSky Technology LTD)

Information Rights. GDI 10.1 Following the First Completion, the Company shall furnish supply each of the following information to each Preferred Holder for so long as such Preferred Holder owns any shares of GDI Series A Preferred or GDI Series B PreferredInvestors with: (aA) audited consolidated profit and loss accounts, balance sheets and statements of cash flow of the Group within ninety three (903) days months after the end of each fiscal year of GDI, an audited consolidated balance sheet of GDI and its subsidiaries as of the end of such fiscal year and the related consolidated statements of income, stockholders' equity and cash flows for the fiscal year then ended (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (a), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (a) shall be correspondingly be extended)year; (bB) monthly consolidated management accounts of the Company and individual company standard accounts for each other Group Company within forty-five fifteen (4515) Business Days after each month end; (C) quarterly consolidated management accounts of the Group within thirty (30) days after the end of each fiscal quarter (other than the last fiscal quarter in each fiscal year), an unaudited consolidated balance sheet of GDI and its subsidiaries and the related unaudited consolidated statements of income, stockholders' equity and cash flows, such consolidated balance sheet to be as of the end of such quarter and such consolidated statements of income, stockholders' equity and cash flows to be for such quarter and for the period from the beginning of the fiscal year to the end of such quarter (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (b), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (b) shall be correspondingly be extended)end; (cD) if prepared by GDI in annual budgets and trading forecasts of the ordinary course of business, as promptly as reasonably practicable following such preparation, monthly unaudited consolidated balance sheets of GDI and its subsidiaries and the related monthly unaudited consolidated statements of income, stockholders' equity and cash flows; (d) at least Group not less than thirty (30) days prior to the start commencement of each fiscal financial year; (E) all other information which an Investor may reasonably require within seven (7) days of the Company's receipt of a notice requesting such information or, where the Company provides a copy clear demonstration of GDI's proposed annual budget for such fiscal yearbest efforts if more than seven (7) days are required, within the deadline indicated by the Company; (F) full details of any progress in relation to any IPO as soon as practicable; (G) prompt notification of any withdrawal of banking facilities made available to any Group Company; (H) prompt notification of any material dispute, litigation or arbitration and of any circumstances that would likely give rise to material dispute, litigation or arbitration; (I) prior notification of any change in the equity holding percentages of the Company in any of its subsidiaries or affiliates or any joint venture to which the Company is a party; and (eJ) such additional information about GDI promptly upon written request from an Investor the then current versions of (i) this Agreement, other related investment documents (including the Subscription Agreement and its subsidiaries as such Preferred Holder reasonably requeststhe Transaction Documents) and all documents relating to any subsequent financings by the Company, the management of the Company or otherwise affecting the Convertible Notes or Shares issued upon conversion of the Convertible Notes, each bearing the signatures of all parties and (ii) of the Articles of Incorporation and By-Laws, bearing the file stamp of the relevant Governmental Authority, in each case with all amendments and restatements. 10.2 All financial statements referred to in Clause 10.1 shall be prepared in accordance with IAS and presented to the Investors in English language. The documents to be provided under Clause 10.1 may be delivered in either hard copies or in Portable Document Format (PDF).

Appears in 1 contract

Samples: Investment Agreement (Canadian Solar Inc.)

Information Rights. GDI shall furnish (a) From the following information date hereof until the Expiration Date, (i) the Company agrees to deliver to the SPV Holders the Company’s: (i) audited annual financial statements and unaudited quarterly financial statements, (ii) annual business plans showing monthly projected financials and (iii) unaudited monthly financial statements, in each case with respect to each Preferred Holder of the items in the foregoing clauses (i), (ii) and (iii), promptly when such items are available, and in any event no later than when such items are provided to the Company’s lenders pursuant to the Company’s principal credit agreement. (b) After the date hereof, the Gryphon SPV (for so long as the SPV Holders hold at least 25% of the Stockholder Shares held by all of the original SPV Holders (after giving effect to the exercise of the portion of the Option that has actually been exercised)), any Other Stockholder holding Stockholder Shares with an original issuance price of at least $5 million, and Xxxxx Bilt (during such Preferred Holder owns time as he holds all of the Stockholder Shares held by him at the Closing), will be entitled to receive the Company’s: (i) audited annual financial statements and unaudited quarterly financial statements, (ii) annual business plans showing monthly projected financials and (iii) unaudited monthly financial statements, in each case with respect to each of the items in the foregoing clauses (i), (ii) and (iii), promptly when such items are available, and in any shares event no later than when such items are provided to the Company’s lenders pursuant to the Company’s principal credit agreement. In addition, the Company agrees that such SPV Holders and Other Stockholders will be entitled to inspect the books of GDI Series A Preferred or GDI Series B Preferred: (a) within ninety (90) days after account, records and properties of the end of each fiscal year of GDI, an audited consolidated balance sheet of GDI Company and its subsidiaries Subsidiaries at such times as of such holder may reasonably request and will be entitled to receive any other written information that the end of such fiscal year and the related consolidated statements of income, stockholders' equity and cash flows for the fiscal year then ended (provided, that, at any time that GDI has at least one class of equity securities registered lenders under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated Company’s principal credit agreement are entitled to file with the Commission the financial statements referenced in this clause (a), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (a) shall be correspondingly be extended); (b) within forty-five (45) days after the end of each fiscal quarter receive (other than the last fiscal quarter in each fiscal yearborrowing base and covenant compliance certificates and similar lender items), an unaudited consolidated balance sheet of GDI and its subsidiaries and the related unaudited consolidated statements of income, stockholders' equity and cash flows, such consolidated balance sheet to be as of the end of such quarter and such consolidated statements of income, stockholders' equity and cash flows to be for such quarter and for the period from the beginning of the fiscal year to the end of such quarter (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (b), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (b) shall be correspondingly be extended); (c) if prepared by GDI in the ordinary course of business, as promptly as reasonably practicable following such preparation, monthly unaudited consolidated balance sheets of GDI and its subsidiaries and the related monthly unaudited consolidated statements of income, stockholders' equity and cash flows; (d) at least thirty (30) days prior to the start of each fiscal year, a copy of GDI's proposed annual budget for such fiscal year; and (e) such additional information about GDI and its subsidiaries as such Preferred Holder reasonably requests.

Appears in 1 contract

Samples: Stockholders' Agreement (Smile Brands Group Inc.)

Information Rights. GDI (a) Subject to clauses (e) and (f) below, the Company shall furnish provide the Investors with the following information to each Preferred Holder for so long as such Preferred Holder owns any shares of GDI Series A Preferred or GDI Series B Preferredinformation: (ai) Notice and a reasonably detailed description of the occurrence of any event directly concerning the Company or its subsidiaries that the Company determines in its good faith judgment is material to the Preferred Stockholders or Warrant holders, in each case within ninety ten (9010) Business Days following the occurrence thereof; (ii) Unaudited financial statements of the Company within seventy-five (75) days after the end of each of the first three (3) quarters of the Company’s fiscal year year; (iii) Annual audited financial statements of GDI, an audited consolidated balance sheet of GDI and its subsidiaries as of the Company within one-hundred twenty (120) days after the end of such the Company’s fiscal year and the related consolidated statements of income, stockholders' equity and cash flows for the fiscal year then ended (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (a), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (a) shall be correspondingly be extended)year; (biv) A third-party reserve report covering the Company’s assets within fortyone-five hundred twenty (45120) days after the end of each fiscal quarter (other than the last fiscal quarter in each fiscal calendar year), which report will be prepared by an unaudited consolidated balance sheet of GDI and its subsidiaries and the related unaudited consolidated statements of income, stockholders' equity and cash flows, such consolidated balance sheet to be independent engineering firm as of the end of such quarter year; (v) Monthly, a summary of gross cash receipts of the Company and its subsidiaries and joint interest billing payments made by such consolidated persons during such month; (vi) Monthly, production and operating reports on the properties of the Company and its subsidiaries; (vii) Monthly, copies of bank statements of incomethe Company and its subsidiaries; and (viii) Thirty (30) days’ prior notice of any event or transaction which would constitute a Liquidation Event (as defined in the Certificate of Designation), stockholders' equity and cash flows to be for such quarter and for redemption event or trigger any other call or repurchase of Preferred Stock or Warrants. (b) In conjunction with the period from the beginning exercise by PXP of the fiscal year to the end of such quarter (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, call right or redemption right or in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, of a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (b)Liquidation Event or an Exit Event, the Company will agree to provide (x) such other information and reports regarding the Company and its properties and business as any Preferred Stockholder or Warrant holder may reasonably request from time period in which GDI must deliver to the time, including technical information, production and operations reports, budgets and forecasts and (y) reasonable inspection rights for such Preferred Holders such financial statements pursuant to this clause (b) shall be correspondingly be extended);Stockholder and its technical advisors. (c) if prepared The annual and quarterly financial statements described above will include a description of the business activities that took place during the period covered by GDI the financial statements and a summary of the Company’s business plan for the following quarter. Notwithstanding the foregoing, the Company need not disclose in the ordinary course of business, as promptly as reasonably practicable following such preparation, monthly unaudited consolidated balance sheets of GDI and its subsidiaries and the related monthly unaudited consolidated statements of income, stockholders' equity and cash flows;business plan summary any information that would require public disclosure by PXP in accordance with Regulation FD to any Preferred Stockholder or Warrant holder who does not enter into a customary confidentiality agreement. (d) The Company shall permit the Investors or their respective representatives to inspect any of the books of account and other records of the Company and to discuss its business and affairs with the Company’s officers and its independent public accountants, all at least thirty such reasonable times during the Company’s usual business hours and upon reasonable prior notice (30which shall not be less than twenty-four (24) days prior hours). Any information received by an Investor pursuant to this Section 2.12(d) shall be subject to the start provisions of each fiscal year, a copy of GDI's proposed annual budget for such fiscal year; andSection 3.15. (e) Provision of information to an Investor under clauses (a)(iv), (a)(vi) and (b) with respect to any prospect in which the Company has entered into an operating agreement shall be subject, if required by the terms of the relevant operating agreement, to such additional Investor entering into a confidentiality agreement on the terms required under the relevant operating agreement. (f) The rights of the Investors to receive information about GDI pursuant to Section 2.12(a) shall cease upon the consummation of an Initial Public Offering other than the rights to receive information pursuant to clauses (i), (iv) and its subsidiaries as such Preferred Holder reasonably requests(viii) of Section 2.12(a).

Appears in 1 contract

Samples: Shareholder Agreement (Freeport-McMoRan Oil & Gas Inc.)

Information Rights. GDI shall furnish From and after the following information to each Preferred Holder for so long Closing, as such Preferred Holder owns soon as reasonably available (and, in the case of clauses (i), (ii) and (iv) below, in any shares event not later than sixty (60) days after the applicable fiscal quarter or, in the case of GDI Series A Preferred or GDI Series B Preferred: clause (aiii) within not later than ninety (90) days after the end of each fiscal year end), the Company will make available the following periodic information to each Investor, or Subsequent Transferee, that together with its Affiliates subscribed for or purchased at least US$100,000,000 in Ordinary Shares in the Subscription or obtained at least such number of GDIOrdinary Shares that could be purchased with US$100,000,000 at the original Purchase Price per Ordinary Share, subject to adjustment for share splits and consolidations, pursuant to a permitted transfer subject to the pre-IPO transfer restrictions in Section 8.2(a), unless otherwise advised by an audited Investor not to make such information available to it: (i) unaudited consolidated balance sheet of GDI and its subsidiaries as of the end of such fiscal year and the related consolidated statements of incomesheet, stockholders' income statement, shareholders’ equity and cash flows for the fiscal year then ended (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension flow statement of the time Company for each quarterly period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (a), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (a) shall be correspondingly be extended); (b) within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter in each fiscal year), an unaudited consolidated balance sheet of GDI and its subsidiaries and the related unaudited consolidated statements of income, stockholders' equity and cash flows, such consolidated balance sheet to be as of the end of such quarter and such consolidated statements of income, stockholders' equity and cash flows to be for such quarter and for the period from the beginning of the fiscal year to the end of such quarter (providedquarterly period, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (b), the time period in which GDI must deliver including summary explanatory notes to the Preferred Holders such financial statements pursuant to this clause (b) shall be correspondingly be extended)quarterly management accounts; (cii) if prepared by GDI the operating metrics set forth in the ordinary course A3E Side Letter, for each quarterly period; (iii) a copy of business, as promptly as reasonably practicable following such preparation, monthly unaudited the audited consolidated balance sheets of GDI and its subsidiaries and the related monthly unaudited consolidated statements of incomesheet, stockholders' income statement, shareholders’ equity and cash flows; flow statement (dand, in each case, the notes thereto) at least thirty (30) days prior to of the start of Company for each fiscal year, with an audit opinion addressed to the Company and issued by an independent certified public accounting firm of recognized international standing; (iv) a copy capitalization table of GDI's proposed annual budget the equity and equity equivalents of the Company after the end of each quarterly accounting period for such fiscal yearquarterly period; (v) reasonable advance notice of any proposed actions or meeting of the Company’s shareholders and a reasonably detailed description of the subject and, subsequent to such shareholders’ meeting, a summary of the results of shareholder votes; (vi) reasonable access to members of Company’s management to discuss operations of the Company, including internal control issues; and (evii) notice of any default under the Senior Facilities, the Yahoo! Preference Shares or the Convertible Preference Shares. All information rights under this Section 8.1(e) shall terminate on an Initial Public Offering. An Investor receiving the information set forth above may provide (A) all of such additional information about GDI to an Approved Coinvestor and its subsidiaries (B) a summary of the financial statement information set forth in Section 8.1(e)(i) and Section 8.1(e)(iii) above to a limited partner in or other equityholder of such Investor who is not an Approved Coinvestor; provided, however, that each Investor providing information under clauses (A) or (B) shall notify the recipients of the information in writing that the information provided may contain material non-public information with respect to a publicly listed company. Except as such Preferred Holder reasonably requestsset forth in the preceding sentence, each Investor, any Subsequent Transferee and any Approved Coinvestor shall maintain strict confidentiality with respect to any information obtained pursuant to this Section 8.1(e) in accordance with Section 8.4(g).

Appears in 1 contract

Samples: Share Purchase and Investor Rights Agreement (Alibaba Group Holding LTD)

Information Rights. GDI shall furnish 10.1. The Company shall, deliver to each Preference Shareholder, the following documents and information to of each Preferred Holder for so long as such Preferred Holder owns any shares of GDI Series A Preferred or GDI Series B PreferredGroup Company: (a) audited annual consolidated financial statements within ninety (90) days after the end of each fiscal year of GDI, an audited consolidated balance sheet of GDI and its subsidiaries as of the end of such fiscal year and the related consolidated statements of income, stockholders' equity and cash flows for the fiscal year then ended (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (a), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (a) shall be correspondingly be extended)year; (b) unaudited quarterly consolidated financial statements signed by the Chief Executive Officer of the Company within forty-five (45) days after of the end of each fiscal quarter (other than the last fiscal quarter in each fiscal year), an unaudited consolidated balance sheet of GDI and its subsidiaries and the related unaudited consolidated statements of income, stockholders' equity and cash flows, such consolidated balance sheet to be as of the end of such quarter and such consolidated statements of income, stockholders' equity and cash flows to be for such quarter and for the period from the beginning of the fiscal year to the end of such quarter (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (b), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (b) shall be correspondingly be extended)quarter; (c) if prepared unaudited monthly consolidated financial statements and capitalization reports (including the type and amount of the Securities held by GDI in each Preference Shareholder) signed by the ordinary course Chief Executive Officer of business, as promptly as reasonably practicable following such preparation, monthly unaudited consolidated balance sheets the Company within thirty (30) days of GDI and its subsidiaries and the related monthly unaudited consolidated statements end of income, stockholders' equity and cash flowseach month; (d) at least thirty (30) days prior notice of all actions, suits, claims, proceedings, investigations, inquiries or event that may be likely to the start have a material adverse effect on any Group Company or any of each fiscal yearits Associates, a copy and title and enjoyment of GDI's proposed annual budget for such fiscal yeartheir respective businesses, premises, assets or properties; and (e) upon the written request by a Preference Shareholder, such additional other information about GDI as the Preference Shareholder shall request. All the financial statements referred to in this Section 10.1 shall be prepared and/or audited by an accounting firm of national standing acceptable to the Board (including the Series A-1 Director and the Series A Director and the Series B Director) in accordance with US GAAP on a consolidated basis (including the Company, the BVI Co, the HK Co and the PRC Companies) and shall include a balance sheet, profit and loss accounts and statement of cash flows and, only in respect of audited statements, all directors’ notes thereto (if any). 10.2. Each Preference Shareholder shall have the following rights, at its subsidiaries own expense, during normal business hours: (i) the right to inspect the books and records (including without limitation financial records) of all Group Companies and to make extracts and copies therefrom; (ii) the right to inspect the plant, equipment, stock in trade and facilities of any Group Companies; (iii) the right to discuss the business, operations and management and other matters of any Group Companies with their respective directors, officers, employees, accountants, auditors, financial advisors, legal counsel and investment bankers, provided that in no event shall such exercise of the inspection rights materially impair the normal business operations of the Group Companies; and (iv) to compel an audit of any Group Company by a “Big 4” accounting firm at the cost of such Preference Shareholder which has requested for such audit. 10.3. All information delivered to or received by any Preference Shareholder in accordance with this Section 10 shall be confidential information and shall not be disclosed by any Preference Shareholder to any person not being a party hereto except as such Preferred Holder reasonably requestspermitted under Section 5 of this Agreement. 10.4. The information rights and inspection rights of the Preference Shareholders set forth in this Section 10 shall terminate upon the closing of a Qualified IPO.

Appears in 1 contract

Samples: Shareholders Agreement (58.com Inc.)

Information Rights. GDI shall furnish (a) For so long as (x) GMAC Mortgage Group or its Permitted Transferees collectively continue to hold at least twenty percent (20%) of the issued and outstanding shares of Common Stock or (y) it is otherwise necessary (in GMAC Mortgage Group’s good faith judgment) for it to receive the following information in order for GMAC Mortgage Group or its Affiliates to each Preferred Holder for so long as such Preferred Holder owns any shares of GDI Series A Preferred timely comply with their financial reporting or GDI Series B Preferreddisclosure obligations, the Company shall deliver to GMAC Mortgage Group and Investor: (ai) (A) as soon as is available (and in any event within ninety three (903) business days) after the end of each fiscal month, quarter and year (or such later date as GMAC Mortgage Group may reasonably agree), a preliminary net income letter of the Company on a consolidated basis for such period then ended in substantially the form attached hereto as Exhibit B, which net income letter shall be supplemented by a final net income letter within five (5) business days after the end of each fiscal month, quarter and year (or such later date as GMAC Mortgage Group may reasonably agree) to reflect any necessary changes to the preliminary net income letter, and a statement of the trial balance (without any requirement for a Hyperion download) of the Company on a consolidated basis for such month, quarter and year and (B) as soon as is available after the end of each fiscal month, the monthly financial management report in substantially the form prepared currently, as such form may be subsequently adjusted and adapted in the ordinary course; provided that in the case of clause (A), such net income letters and the trial balance shall be prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis, except as otherwise noted therein, and subject to the absence of footnotes and to year-end adjustments; (ii) as soon as is available and in any event within fifty-five (55) days after the end of each fiscal year of GDIthe Company, an audited a consolidated balance sheet of GDI the Company and its subsidiaries any Subsidiaries of the Company as of the end of such fiscal year year, and the related consolidated statements of income, stockholders' equity income and cash flows of the Company and any Subsidiary of the Company for the fiscal year then ended (“Annual Financial Statements”) prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis, except as otherwise noted therein, together with an auditor’s report thereon of a firm of established national reputation; provided, that any failure to deliver such information shall not constitute a breach of this Section 5.2(a)(ii) (A) to the extent that, at any time that GDI has at least one class of equity securities registered under and for so long as, such failure is caused by a material error in the Securities ActCompany’s financial statements or a material weakness in the Company’s internal controls, in the event either case that GDI shall timely requires continued review and/or subsequent restatement of such Annual Financial Statements and properly file with the Commission(B) if, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (a), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (a) shall be correspondingly be extended); (b) within fortyfifty-five (4555) days after the end of such fiscal year, the Company shall have delivered to GMAC Mortgage Group and Investor then-current drafts of such Annual Financial Statements, which drafts shall be subject to change in connection with any review and/or restatement of such Annual Financial Statements; (iii) as soon as is available, and in any event prior to November 1 of each fiscal quarter year (other than the last fiscal quarter in each fiscal yearor such later date as GMAC Mortgage Group may reasonably agree), an unaudited consolidated balance sheet annual business plan that includes a projection of GDI and its subsidiaries and the related unaudited consolidated statements of income, stockholders' equity and cash flows, such consolidated balance sheet to be as of the end of such quarter and such consolidated statements of income, stockholders' equity and cash flows to be for such quarter and net income for the period from the beginning of the subsequent fiscal year to (the end of such quarter (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (b), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (b) shall be correspondingly be extended“Annual Forecast”); (civ) if prepared by GDI as soon as possible (and in any event within fifteen (15) days) after the ordinary course of business, as promptly as reasonably practicable following such preparation, monthly unaudited consolidated balance sheets of GDI and its subsidiaries and the related monthly unaudited consolidated statements of income, stockholders' equity and cash flows; (d) at least thirty (30) days prior to the start end of each fiscal yearmonth (or such later date as GMAC Mortgage Group may reasonably agree), a copy of GDI's proposed annual budget for an update to the Annual Forecast if and to the extent necessary to reflect any material modification to such fiscal yearforecast; and (ev) to the extent the Company is required by law or pursuant to the terms of any outstanding indebtedness of the Company to prepare such additional reports, any annual reports, quarterly reports and other periodic reports pursuant to Section 13 or 15(d) of the Exchange Act, as amended, actually prepared by the Company as soon as available. (b) The Company shall, and shall cause each of its Subsidiaries to, provide to GMAC Mortgage Group, and create or generate any information about GDI as GMAC Mortgage Group may reasonably request, including true and its subsidiaries correct copies of all documents, reports, financial data and other information. (c) GMAC Mortgage Group and Investor understand that all of the reports and other information required pursuant to Sections 5.2(a)(i) – (v) and Section 5.2(b) above will be subject to the review and approval of the Audit Committee of the Board of Directors of the Company and the review of the Company’s independent auditors, and any such reports and other information shall be subject to any changes resulting from such reviews and none shall be deemed final until such reviews are completed and such approvals are obtained by the Company; provided that (except as such Preferred Holder reasonably requestsprovided in Section 5.2(a)(ii)) the reports and information required to be provided pursuant to Section 5.2(a) shall be finalized and delivered within the time periods specified therein.

Appears in 1 contract

Samples: Stockholders Agreement (Capmark Finance Inc.)

Information Rights. GDI The Company shall furnish deliver or make available the following information reports (in accordance with the provisions set forth in Section 16.7 hereof) to each Preferred Holder for so long as such Preferred Holder owns any shares of GDI Series A Preferred or GDI Series B PreferredMajor Investor: (a) (i) within sixty (60) calendar days after the end of each financial year of the Company, an unaudited consolidated statements of income and cash flows for such financial year, and an unaudited consolidated balance sheet and a statement of shareholders’ equity as of the end of such financial year, and (ii) within ninety (90) calendar days after the end of each fiscal financial year of GDIthe Company, an audited annual consolidated financial statements of the Company and its subsidiaries including (x) a consolidated balance sheet of GDI and its subsidiaries as of the end of such fiscal year and the related year, (y) consolidated statements of income, stockholders' equity income and of cash flows for such year, and (z) a statement of shareholders’ equity as of the fiscal year then ended (providedend of such year, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, prepared in accordance with applicable Commission rules the Accounting Standards and regulations, a request for extension audited by independent public accountants of internationally recognized standing selected by the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (a), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (a) shall be correspondingly be extended)Company; (b) within forty-five (45) calendar days after the end of each of the first three (3) quarters of each financial year of the Company, an unaudited consolidated statements of income and cash flows for such fiscal quarter, and an unaudited consolidated balance sheet and a statement of shareholders’ equity as of the end of such fiscal quarter, all prepared in accordance with the Accounting Standards (except that such financial statements may (i) be subject to normal year-end audit adjustments, and (ii) not contain all notes thereto that may be required in accordance with the Accounting Standards); (c) within thirty (30) calendar days after the end of each fiscal quarter (other than the last fiscal quarter in each fiscal year)month, an unaudited consolidated balance sheet of GDI and its subsidiaries and the related unaudited consolidated statements of income, stockholders' equity and cash flows, such consolidated balance sheet to be as sheets of the end of such quarter month and such consolidated statements income statement and statement of incomecash flows, stockholders' equity and cash flows to be for such quarter and for the period from the beginning month of the fiscal year to the end of such quarter (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension Company generated from management accounts of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (b), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (b) shall be correspondingly be extended); (c) if prepared by GDI in the ordinary course of business, as promptly as reasonably practicable following such preparation, monthly unaudited consolidated balance sheets of GDI and its subsidiaries and the related monthly unaudited consolidated statements of income, stockholders' equity and cash flowsCompany; (d) a copy of the Group’s annual business plan for the following fiscal year (with quarterly financial projections) at least thirty (30) calendar days prior to the start beginning of such fiscal year; (e) within thirty (30) calendar days after the end of each fiscal yearmonth, a copy certain key performance indicators as specified by Alibaba, including operational metrics, progress toward milestones, and partnership and customer updates, and certified as true, correct and not misleading by the chief financial officer of GDI's proposed the Company; (f) promptly following receipt by the Company, each audit response letter, accountant’s management letter and other written report submitted to the Company by its independent public accountants in connection with an annual budget for such fiscal yearor interim audit of the books of the Company and its subsidiaries; (g) promptly after the commencement thereof, notice of all actions, suits, claims, proceedings, investigations and inquiries that could materially affect the Group, if any; and (eh) such additional other documents or information about GDI and its subsidiaries the affairs of the Group as such Preferred Holder may be reasonably requestsrequested by any Major Investor.

Appears in 1 contract

Samples: Shareholder Agreement (Perfect Corp.)

Information Rights. GDI shall furnish The Company covenants and agrees that, commencing on the following information date of this Agreement, the Company will deliver to each Preferred Holder for so long as such Preferred Holder owns any shares of GDI Series A Preferred or GDI Series B Preferred: Holder: audited annual consolidated financial statements within one hundred and twenty (a) within ninety (90120) days after the end of each fiscal year year, prepared in accordance with the GAAP and IFRS and audited by the Auditor; and a summary of GDItransactions with a Related Party or a Shareholder (or any Affiliates or Associates of such a Shareholder) during such fiscal year; audited annual individual financial statements in respect of each Group Company (on an unconsolidated basis) within one hundred and twenty (120) days after the end of each fiscal year, an prepared in accordance with the GAAP and IFRS and audited by the Auditor; unaudited quarterly consolidated balance sheet of GDI and its subsidiaries as financial statements, within forty-five (45) days of the end of such each fiscal year and the related consolidated statements of incomequarter, stockholders' equity and cash flows for the fiscal year then ended (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, prepared in accordance with applicable Commission rules the GAAP and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the IFRS; unaudited quarterly individual financial statements referenced in this clause respect of each Group Company (a), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (a) shall be correspondingly be extended); (bon an unconsolidated basis) within forty-five (45) days of the end of each fiscal quarter, prepared in accordance with the GAAP and IFRS; unaudited monthly consolidated financial statements of the Group Companies, a report on the updated shareholding structure of the Group Companies, which shall include names of shareholders of each Group Company and the number and type of equity securities held by each of them, and a summary of transactions with a Related Party or a Shareholder (or any Affiliates or Associates of such a Shareholder) during such month, within thirty (30) days after the end of each fiscal quarter calendar month; any management letter or any letter of similar nature issued by the Auditor or auditors of any other Group Company within fifteen (other than 15) days after receipt thereof; proposed annual business plan of the last fiscal quarter in each fiscal year)Group Companies forecasting the Group Companies’ revenues, an unaudited consolidated balance sheet of GDI and its subsidiaries and the related unaudited consolidated statements of incomeexpenses, stockholders' equity and cash flows, such consolidated balance sheet to be as of the end of such quarter and such consolidated statements of income, stockholders' equity and cash flows to be for such quarter and position on a month-to-month basis for the period from the beginning of the following fiscal year to as approved by the end of such quarter (provided, thatBoard, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause forty-five (b), the time period in which GDI must deliver to the Preferred Holders such financial statements pursuant to this clause (b) shall be correspondingly be extended); (c) if prepared by GDI in the ordinary course of business, as promptly as reasonably practicable following such preparation, monthly unaudited consolidated balance sheets of GDI and its subsidiaries and the related monthly unaudited consolidated statements of income, stockholders' equity and cash flows; (d) at least thirty (3045) days prior to the start end of each fiscal year; copies of all documents (including notice, agenda and other relevant materials) or other information sent to the Shareholders of the Company before date of the proposed general or extraordinary meeting of the Shareholders pursuant to the Memorandum and Articles; minutes of a general or extraordinary meeting of Shareholders duly reflecting the decisions adopted at such meeting within fifteen (15) days after the Shareholders meeting; upon the written request by the Preferred Holders, such other information as the Preferred Holders shall reasonably request (the above rights, collectively, the “Information Rights”). All financial statements to be provided to the Preferred Holders pursuant to this Section 1.1(a) shall include an income statement, a copy balance sheet and a cash flow statement for the relevant period as well as for the fiscal year to-date and shall be prepared in conformance with the GAAP and IFRS and verified and certified as true, correct and not misleading by the chief financial officer or the chief executive officer of GDI's proposed annual budget for such fiscal year; and (e) such additional information about GDI and its subsidiaries as such Preferred Holder reasonably requeststhe Company.

Appears in 1 contract

Samples: Shareholder Agreement (AiHuiShou International Co. Ltd.)

Information Rights. GDI For so long as the Assignee or any of its affiliates has the right to appoint one or more Directors of the Company (the Assignee or such affiliate, a “Qualified Shareholder”), the Company shall furnish such Qualified Shareholder with the following information to (in each Preferred Holder case consistent with materials otherwise provided the Company’s Board of Directors and/or such documents in their final form for so long as such Preferred Holder owns any shares of GDI Series A Preferred or GDI Series B Preferred:use by senior management): (a) within ninety periodic reports, consisting of unaudited quarterly financial statements (90as soon as available and in any event not later than the later of (i) 45 days after following the end of each fiscal year quarter; (ii) if mutually agreed between the parties in respect of GDIa particular fiscal quarter, an audited consolidated balance sheet of GDI and its subsidiaries as of 60 days following the end of such fiscal year quarter, and (iii) the related consolidated statements of income, stockholders' equity and cash flows for date on which the fiscal year then ended (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI is obligated to file with the Commission the Company’s unaudited quarterly financial statements referenced in this clause (a), the time period in which GDI must deliver are made available to the Preferred Holders such public) and audited annual financial statements pursuant to this clause (aas soon as available and in any event not later than the later of (i) shall be correspondingly be extended); (b) within forty-five (45) 90 days after following the end of each fiscal quarter year, (other than ii) if mutually agreed between the last fiscal quarter parties in each respect of a particular fiscal year), an unaudited consolidated balance sheet of GDI and its subsidiaries and the related unaudited consolidated statements of income, stockholders' equity and cash flows, such consolidated balance sheet to be as of 120 days following the end of such quarter fiscal year, and such consolidated (iii) the date on which the Company’s audited annual financial statements of income, stockholders' equity and cash flows to be for such quarter and for the period from the beginning of the fiscal year are made available to the end of such quarter (provided, that, at any time that GDI has at least one class of equity securities registered under the Securities Act, in the event that GDI shall timely and properly file with the Commission, public) prepared in accordance with applicable Commission rules United States Generally Accepted Accounting Principles (“U.S. GAAP”), which statements shall consist of: (i) the consolidated balance sheet, income statement and regulations, a request for extension cash flow statement of the time period in which GDI is obligated to file with the Commission the financial statements referenced in this clause (b), the time period in which GDI must deliver Company consisting of a comparison to the Preferred Holders such financial statements pursuant to this clause (b) shall be correspondingly be extended); (c) if prepared by GDI in corresponding data for the ordinary course of business, as promptly as reasonably practicable following such preparation, monthly unaudited consolidated balance sheets of GDI and its subsidiaries prior period and the related monthly unaudited consolidated statements corresponding period of income, stockholders' equity and cash flows; (d) at least thirty (30) days prior to the start of each fiscal year, a copy of GDI's proposed annual budget for such previous fiscal year; and (eii) a group reporting package that is required for purposes of the Qualified Shareholder’s own financial statement preparations) showing the reconciliation to International Financial Reporting Standards (“IFRS”) (which in the case of the annual IFRS group reporting package shall be audited by the Company’s auditor); and (b) to the extent that the Company is required by law or pursuant to the terms of any outstanding indebtedness of the Company to prepare any annual reports, quarterly reports and other periodic reports pursuant to Section 13 or 15(d) of the Exchange Act, such additional information about GDI and its subsidiaries reports actually prepared by the Company as soon as available, provided, that any such Preferred Holder reasonably requestsreports shall be deemed to have been provided when such reports are publicly available via the SEC’s XXXXX system or any successor to the XXXXX system.

Appears in 1 contract

Samples: Investor Rights Assignment Agreement (Singapore Technologies Telemedia Pte LTD)

Information Rights. GDI The Company shall furnish the following information to each Preferred Holder for so long as such Preferred Holder owns any shares of GDI Series A Preferred or GDI Series B Preferred: (a) within ninety (90) days after the end of each fiscal year of GDIthe Company, an audited consolidated balance sheet of GDI the Company and its subsidiaries as of the end of such fiscal year and the related consolidated statements of income, stockholders' equity and cash flows for the fiscal year then ended (provided, that, at any time that GDI the Company has at least one class of equity securities registered under the Securities Act, in the event that GDI the Company shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI the Company is obligated to file with the Commission the financial statements referenced in this clause (a), the time period in which GDI the Company must deliver to the Preferred Holders such financial statements pursuant to this clause (a) shall be correspondingly be extended); (b) within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter in each fiscal year), an unaudited consolidated balance sheet of GDI the Company and its subsidiaries Subsidiaries and the related unaudited consolidated statements of income, stockholders' equity and cash flows, such consolidated balance sheet to be as of the end of such quarter and such consolidated statements of income, stockholders' equity and cash flows to be for such quarter and for the period from the beginning of the fiscal year to the end of such quarter (provided, that, at any time that GDI the Company has at least one class of equity securities registered under the Securities Act, in the event that GDI the Company shall timely and properly file with the Commission, in accordance with applicable Commission rules and regulations, a request for extension of the time period in which GDI the Company is obligated to file with the Commission the financial statements referenced in this clause (b), the time period in which GDI the Company must deliver to the Preferred Holders such financial statements pursuant to this clause (b) shall be correspondingly be extended); (c) if prepared by GDI the Company in the ordinary course of business, as promptly as reasonably practicable following such preparation, monthly unaudited consolidated balance sheets of GDI the Company and its subsidiaries and the related monthly unaudited consolidated statements of income, stockholders' equity and cash flows; (d) at least thirty (30) days prior to the start of each fiscal year, a copy of GDIthe Company's proposed annual budget for such fiscal year; and (e) such additional information about GDI and its subsidiaries the Company as such Preferred Holder reasonably requests.

Appears in 1 contract

Samples: Securities Purchase Agreement (General Devices Inc)

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