Common use of Inspection; Information Rights Clause in Contracts

Inspection; Information Rights. For so long as the Investor holds an amount of Common Shares equal to at least 50% of the Common Shares acquired by the Investor at the Closing of the Stock Purchase Agreement, the Company shall permit the Investor, in a manner designed to not interfere with the normal business operations of the Company, to visit and inspect the Company’s properties, to examine its books of account and records and, for so long as the Investor holds any Common Shares, the Company shall permit the Investor to discuss the Company’s affairs, finances and accounts with its officers, all at such reasonable times during normal business hours as may be requested by the Investor upon reasonable advance notice, and subject to any limitations required by applicable law or this letter agreement. For so long as the Investor holds any Common Shares, the Company shall deliver to the Investor copies of the Company’s annual CDFI Fund impact metrics reports as soon as reasonably practicable after such reports become available. For so long as the Investor holds any Common Shares, the Company shall deliver to the Investor the following, unless already available on the United States Securities and Exchange Commission’s XXXXX site or successor system: as soon as reasonably practicable, but in any event within 90 days after the end of each fiscal year of the Company, an audited consolidated income statement, statement of cash flows and statement of shareholder’s equity and an audited consolidated balance sheet of the Company, together with all related financial notes thereto, in each case prepared in accordance with GAAP; as soon as practicable, but in any event within 45 days after the end of each quarter of each fiscal year of the Company (including the fourth quarter of each fiscal year), an unaudited consolidated income statement and statement of cash flows and an unaudited consolidated balance sheet as of the end of such fiscal quarter, in each case prepared in accordance with GAAP; and

Inspection; Information Rights. (a) For so long as the Investor holds an amount of Common Shares equal to at least 50% of the Common Shares acquired by the Investor at the Closing of the Stock Purchase Agreement, the Company shall permit the Investor, in a manner designed to not interfere with the normal business operations of the Company, to visit and inspect the Company’s properties, to examine its books of account and records and, for so long as the Investor holds any Common Shares, the Company shall permit the Investor and to discuss the Company’s affairs, finances and accounts with its officers, all at such reasonable times during normal business hours as may be requested by the Investor upon reasonable advance notice, and subject to any limitations required by applicable law or this letter agreement. . (b) For so long as the Investor holds any an amount of Common Shares, Shares equal to at least 50% of the Company shall deliver to Common Shares acquired by the Investor copies at the Closing of the Company’s annual CDFI Fund impact metrics reports as soon as reasonably practicable after such reports become available. For so long as the Investor holds any Common SharesStock Purchase Agreement, the Company shall deliver to the Investor the following, unless already available on the United States Securities and Exchange Commission’s XXXXX site or successor system: : (i) as soon as reasonably practicable, but in any event within 90 days after the end of each fiscal year of the Company, an audited consolidated income statement, statement of cash flows and statement of shareholder’s equity and an audited consolidated balance sheet of the Company, together with all related financial notes thereto, in each case prepared in accordance with GAAP; ; (ii) as soon as practicable, but in any event within 45 days after the end of each quarter of each fiscal year of the Company (including the fourth quarter of each fiscal year), an unaudited consolidated income statement and statement of cash flows and an unaudited consolidated balance sheet as of the end of such fiscal quarter, in each case prepared in accordance with GAAP; and (iii) a statement of the total number of outstanding shares of Class A Common Stock and other Voting Securities of the Company (a “Share Count Statement” ) (A) as soon as practicable, but in any event within 45 days of the end of each fiscal quarter of the Company (including the fourth fiscal quarter), or at any time as the Investor may reasonably request from time to time, and (B) promptly, but in any event no more than five business days, following any (x) decrease in the number of outstanding Class A Common Stock and other Voting Securities of the Company (excluding outstanding restricted stock awards) or (y) increase in the number of outstanding Class A Common Stock and other Voting Securities of the Company (excluding outstanding restricted stock awards) of more than 1%, in each case, as compared to the most recent Share Count Statement delivered to the Investor. (iv) as soon as reasonably practicable reasonably detailed reports with respect to (A) material legal or compliance matters of which the Company or the Company Subsidiaries is, or is reasonably expected to become, a party or otherwise subject, or any other matters that may reasonably be expected to adversely impact the reputation of the Company or its investors (any such event, an “Adverse Compliance/Reputational Matter”) and (B) any event that has caused, or may reasonably be expected to cause, the Company to fail to qualify as a “minority depository institution” (as defined under applicable law); Notwithstanding anything in this letter agreement to the contrary, the Company shall not be obligated pursuant to Sections 1(a) or 1(b) to provide information (1) that it reasonably considers to be confidential competitive information or confidential supervisory information, (2) the disclosure of which it reasonably determines will violate applicable Law (including applicable bank secrecy laws and similar legislation), result in the loss of any legal privilege or expose the Company to risk of liability for disclosure of personal information; provided, however, that if the foregoing applies the Company shall use reasonable efforts to make substitute disclosure arrangements (including redacting information or making substitute disclosure arrangements) that would enable the provision of such information without disclosing such competitive information, violating such Law or losing such privilege, (3) be materially adverse to the interests of the Company or any of its Subsidiaries in any pending or threatened Action or (4) that would constitute material non-public information for so long as the Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act, unless the Company and the Investor execute a customary confidentiality agreement relating thereto.

Inspection; Information Rights. (a) For so long as the Investor holds an amount of Common Shares equal to at least 50% of the Common Shares acquired by the Investor at the Closing of the Stock Purchase Agreement, the Company shall permit the Investor, in a manner designed to not interfere with the normal business operations of the Company, to visit and inspect the Company’s properties, to examine its books of account and records and, for so long as the Investor holds any Common Shares, the Company shall permit the Investor to discuss the Company’s affairs, finances and accounts with its officers, all at such reasonable times during normal business hours as may be requested by the Investor upon reasonable advance notice, and subject to any limitations required by applicable law or this letter agreement. . (b) For so long as the Investor holds any Common Shares, the Company shall deliver to the Investor copies of the Company’s annual CDFI Fund impact metrics reports as soon as reasonably practicable after such reports become available. . (c) For so long as the Investor holds any Common Shares, the Company shall deliver to the Investor the following, unless already available on the United States Securities and Exchange Commission’s XXXXX site or successor system: : (i) as soon as reasonably practicable, but in any event within 90 days after the end of each fiscal year of the Company, an audited consolidated income statement, statement of cash flows and statement of shareholder’s equity and an audited consolidated balance sheet of the Company, together with all related financial notes thereto, in each case prepared in accordance with GAAP; ; (ii) as soon as practicable, but in any event within 45 days after the end of each quarter of each fiscal year of the Company (including excluding the fourth quarter of each fiscal year), an unaudited consolidated income statement and statement of cash flows and an unaudited consolidated balance sheet as of the end of such fiscal quarter, in each case prepared in accordance with GAAP; and (iii) a statement of the total number of outstanding shares of Common Stock of the Company (a “Share Count Statement”) (A) as soon as practicable, but in any event within 45 days of the end of each fiscal quarter of the Company (including the fourth fiscal quarter), or at any time as the Investor may reasonably request from time to time, and (B) within 5 business days following any change in the number of outstanding shares of Common Stock of the Company (excluding outstanding restricted stock awards) of more than 1% as compared to the most recent Share Count Statement delivered to the Investor. (iv) as soon as reasonably practicable reasonably detailed reports with respect to (A) material legal, regulatory or compliance matters of which the Company or the Company Subsidiaries is, or is reasonably expected to become, a party or otherwise subject, or any other matters that may reasonably be expected to adversely impact the reputation of the Company or its investors (any such event, an “Adverse Compliance/Reputational Matter”) and (B) any event that has caused, or may reasonably be expected to cause, the Company to fail to qualify as a “minority depository institution” (as defined under applicable law); Notwithstanding anything in this letter agreement to the contrary, the Company shall not be obligated pursuant to Sections 1(a), 1(b) or 1(c)(ii) or (iv) to provide information (1) that it reasonably considers to be confidential competitive information or confidential supervisory information, (2) the disclosure of which it reasonably determines will violate applicable Law (including applicable bank secrecy laws and similar legislation), result in the loss of any legal privilege or expose the Company to risk of liability for disclosure of personal information; provided, however, that if the foregoing applies the Company shall use reasonable efforts to make substitute disclosure arrangements (including redacting information or making substitute disclosure arrangements) that would enable the provision of such information without disclosing such competitive information, violating such Law or losing such privilege, (3) that would be materially adverse to the interests of the Company or any of its Subsidiaries in any pending or threatened Action or (4) that would constitute material non-public information for so long as the Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act, unless the Company and the Investor execute a customary confidentiality agreement relating thereto.

Inspection; Information Rights. (a) For so long as the Investor holds an amount of Common Shares (including Shares the Investor has transferred to any of its Affiliates) equal to at least 50% of the Common Shares acquired by the Investor at the Closing of the Stock Purchase AgreementAgreement (the foregoing calculation to be adjusted as appropriate for stock splits or other comparable corporate actions), the Company shall permit the Investor, in a manner designed to not interfere with the normal business operations of the Company, to visit and inspect the Company’s properties, to examine its books of account and records and, for so long as the Investor holds any Common Shares, the Company shall permit the Investor and to discuss the Company’s affairs, finances and accounts with its officers, all at such reasonable times during normal business hours as may be requested by the Investor upon reasonable advance notice, and subject to any limitations required by applicable law or this letter agreement. law. (b) For so long as the Investor holds any Common Shares, the Company shall deliver to an amount of Shares (including Shares the Investor copies has transferred to any of its Affiliates) equal to at least 50% of the Company’s annual CDFI Fund impact metrics reports as soon as reasonably practicable after such reports become available. For so long as Shares acquired by the Investor holds any Common Sharesat the Closing of the Agreement (the foregoing calculation to be adjusted as appropriate for stock splits or other comparable corporate actions), the Company shall deliver to the Investor the following, unless already available on the United States Securities and Exchange Commission’s XXXXX site or successor system: : (i) as soon as reasonably practicable, but in any event within 90 days after the end of each fiscal year of the Company, an audited consolidated income statement, statement of cash flows and statement of shareholder’s equity and an audited consolidated balance sheet of the Company, together with all related financial notes thereto, in each case prepared in accordance with GAAP; ; (ii) as soon as practicable, but in any event within 45 days after the end of each quarter of each fiscal year of the Company (including excluding the fourth quarter of each fiscal year), an unaudited consolidated income statement and statement of cash flows and an unaudited consolidated balance sheet as of the end of such fiscal quarter, in each case prepared in accordance with GAAP; (iii) a statement of the total number of outstanding shares of Common Stock of the Company (a “Share Count Statement”) (A) as soon as practicable, but in any event within 45 days of the end of each fiscal quarter of the Company (including the fourth fiscal quarter), or at any time as the Investor may reasonably request from time to time, and (B) promptly, but in any event no more than five business days, following any (x) decrease in the number of outstanding shares of the Company (excluding outstanding restricted stock awards) or (y) increase in the number of outstanding shares of the Company (excluding outstanding restricted stock awards) of more than 1%, in each case, as compared to the most recent Share Count Statement delivered to the Investor; (iv) as soon as reasonably practicable reasonably detailed reports with respect to (A) material legal or compliance matters of which the Company or any of the Company Subsidiaries is, or is reasonably expected to become, a party or otherwise subject, or any other matters that may reasonably be expected to adversely impact the reputation of the Company or its investors (any such event, an “Adverse Compliance/Reputational Matter”), and (B) any event that has caused, or may reasonably be expected to cause, the Surviving Bank to fail to qualify as a “minority depository institution” (as defined under applicable law), provided that upon the consummation of the Merger Transactions, the Surviving Bank will not be a “minority depository institution”, but shall promptly thereafter apply to be designated as such and as soon as reasonably practicable, inform the Investor when the Surviving Bank has been so designated as a “minority depository institution”); (v) The Company shall inform the Investor in writing reasonably promptly after receiving any written notice of any inquiry or request from any Government Entity relating to whether the Company or any Company Subsidiaries are in compliance with AML Laws, Sanctions Laws, and Anti-Corruption Laws. Notwithstanding anything in this letter agreement to the contrary, the Company shall not be obligated pursuant to Sections 1(a) or 1(b)(iii) though (v) to provide information (1) that it reasonably considers to be confidential competitive information or that is confidential supervisory information, (2) the disclosure of which it reasonably determines (based upon the advice of counsel) will violate applicable Law (including applicable bank secrecy laws and similar legislation), or result in the loss of any attorney-client privilege; andprovided, however, that if the foregoing applies the Company shall use reasonable efforts to make substitute disclosure arrangements (including redacting information) that would enable the provision of such information without disclosing such competitive information or confidential supervisory information, violating such Law or losing such privilege, (3) that would be materially adverse to the interests of the Company or any of its Subsidiaries in any pending or threatened Action unless the Company and the Investor execute a customary confidentiality agreement relating thereto or (4) that would constitute material non-public information for so long as the Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act, unless the Company and the Investor execute a customary confidentiality agreement relating thereto.