Provision of Financial Statements and Other Information. (A) Whether or not required by the Commission, so long as any Notes are outstanding, the Company will furnish to the Trustee and the Holders, within the time periods specified in the Commission's rules and regulations: (1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants; and (2) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (B) In addition, whether or not required by the Commission, the Company will file a copy of all of the information and reports referred to in clauses (A)(1) and (A)(2) above with the Commission for public availability within the time periods specified in the Commission's rules and regulations (unless the Commission will not accept such a filing and commencing with the effectiveness of a registration statement relating to the Exchange Notes). The Company will also furnish to Holders, securities analysts and prospective investors upon request the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. The Issuers shall also comply with the provisions of TIA Section 314(a).
Appears in 1 contract
Samples: Indenture (Norcross Capital Corp)
Provision of Financial Statements and Other Information. (Aa) Whether or not required by After the CommissionAmalgamation, and so long as any Notes are outstanding, the Company will Issuer shall furnish to the Trustee and the Holders, within the time periods specified in the Commission's ’s rules and regulations:
regulations but whether or not required by the Commission, (1i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 1020-Q F, 40-F and 106-K K, as applicable, if the Company Issuer were required to file such Forms, or (ii) so long as (A) CanWest is required to file periodic reports with the Commission under the Exchange Act and is in compliance with such requirements and (B) the Issuer is required to make publicly available periodic reports at least quarterly and annually under applicable Canadian law and files such reports on the SEDAR® system or any successor system, then the Issuer may, in lieu of its obligation under clause (i) above, furnish to the Holders, within the time periods specified in the applicable rules and regulations, all such periodic reports so required to be made publicly available, including in the case of either clause (i) or clause (ii), a "“Management's ’s Discussion and Analysis of Financial Condition and Results of Operations" ” and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent Issuer’s chartered accountants; andprovided that such information may be prepared in accordance with GAAP so long as it is reconciled to generally accepted accounting principles in the United States as permitted or required by the Commission for foreign private issuers.
(2b) all current reports that would be required to be filed with For as long as the Commission on Form 8-K if the Company were required to file such reports. If the Company Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph (a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations, ,” of the financial condition and results of operations of the Company Issuer and its the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the CompanySubsidiaries.
(Bc) In additionthe event clause (i) of paragraph (a) applies, whether or not required by the Commission, the Company will Issuer shall file a copy of all of the information and reports referred to in clauses paragraph (A)(1a) and (A)(2) above with the Commission for public availability within the time periods specified in the Commission's ’s rules and regulations (unless the Commission will not accept such a filing that does not contain all of the information required by the Commission’s rules) and commencing with the effectiveness of a registration statement relating make such information available to the Exchange Notes)prospective investors upon request. The Company Issuer will also furnish to Holders, securities analysts Holders and prospective investors upon request the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. .
(d) At the Issuer’s expense, the Issuer shall cause all reports and other information referred to in paragraphs (a), (b) and (c) above to be mailed to the Trustee and to the Noteholders at their addresses appearing in the Register within 15 days after they file them as required.
(e) The Issuers Issuer shall, upon request, provide to any Noteholder or any prospective transferee of any such Noteholder any information concerning the Issuer (including financial statements) necessary under Rule 144(d)(4) under the Securities Act in order to permit such Noteholder to sell or transfer Notes in compliance with Rule 144A under the Securities Act; provided, however, that the Issuer shall also comply not be required to furnish such information in connection with any request made on or after the provisions date which is two years from the later of TIA Section 314(a)(i) the date such Note (or any predecessor Note) was acquired from the Issuer or (ii) the date such Note (or any predecessor Note) was last acquired from an “affiliate” of the Issuer within the meaning of Rule 144 under the Securities Act.
Appears in 1 contract
Samples: Indenture (Canwest Media Inc)
Provision of Financial Statements and Other Information. (A) Whether or not required by the CommissionSEC, so long as any Notes are outstanding, the Company will furnish to the Trustee and the Holders, within 15 days of the time periods specified in the Commission's SEC rules and regulations:
(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including in- cluding a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants; and
(2) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Company were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in the Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.
(B) In addition, whether or not required by the CommissionSEC, the Company will file a copy of all of the information and reports referred to in clauses (A)(1) and (A)(2) above with the Commission SEC for public availability within 15 day of the time periods specified in the CommissionSEC's rules and regulations (unless the Commission SEC will not accept such a filing filing) and commencing with the effectiveness of a registration statement relating make such information available to the Exchange Notes)prospective investors upon request. The Company will also furnish to Holders, securities analysts Holders and prospective investors upon request the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4144A(B)(4) under the Securities Act. The Issuers Company shall also comply with the provisions of TIA Section 314(a).
Appears in 1 contract
Samples: Indenture (TNP Enterprises Inc)
Provision of Financial Statements and Other Information. (A) Whether or not required by the Commission, so long as any Notes are outstanding, the Company will furnish to the Trustee and the Holders, within the time periods specified in the Commission's rules and regulations:
(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants; and
(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.
(B) In addition, whether or not required by the Commission, the Company will shall file a copy of all of the information and reports referred to in clauses (A)(1) and (A)(2) above with the Commission for public availability within the time periods specified in the Commission's rules and regulations (unless the Commission will not accept such a filing and commencing with the effectiveness of a registration statement relating to the Exchange Notes)) and make such information available to securities analysts and prospective investors upon request. The Company will shall also furnish to Holders, securities analysts and prospective investors upon request the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. The Issuers Company shall also comply with the provisions of TIA Section 314(a).
Appears in 1 contract
Samples: Indenture (Mariner Health Care Inc)
Provision of Financial Statements and Other Information. (Aa) Whether or not required by the Commission, so long as any Notes are outstanding, the Company will furnish to the Trustee and the Holders, within the time periods specified in the Commission's ’s rules and regulations:
(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a "“Management's ’s Discussion and Analysis of Financial Condition and Results of Operations" ” and, with respect to the annual information only, a report on the annual financial statements by the Company's ’s certified independent accountants; and
(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's ’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.
(Bb) In addition, whether or not required by the Commission, the Company will file a copy of all of the information and reports referred to in clauses (A)(1a)(1) and (A)(2a)(2) above with the Commission for public availability within the time periods specified in the Commission's ’s rules and regulations (unless the Commission will not accept such a filing filing) and commencing with the effectiveness of a registration statement relating make such information available to the Exchange Notes)securities analysts and prospective investors upon request. The Company will also furnish to Holders, securities analysts and prospective investors upon request the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. The Issuers Company shall also comply with the provisions of TIA Section 314(a).
Appears in 1 contract
Samples: Indenture (Transportation Technologies Industries Inc)
Provision of Financial Statements and Other Information. (Aa) Whether or not required by the Commission, so long as any Notes are outstanding, the Company will The Issuer shall furnish to the Trustee and the Holders, within the time periods specified in the Commission's rules and regulations:
regulations but whether or not required by the Commission, (1i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 1020-Q F, 40-F and 106-K K, as applicable, if the Company Issuer were required to file such Forms, or (ii) so long as (A) CanWest is required to file periodic reports with the Commission under the Exchange Act and is in compliance with such requirements and (B) the Issuer is required to make publicly available periodic reports at least quarterly and annually under applicable Canadian law and files such reports on the SEDAR(R) system or any successor system, then the Issuer may, in lieu of its obligation under clause (i) above, furnish to the Holders, within the time periods specified in the applicable rules and regulations, all such periodic reports so required to be made publicly available, including in the case of either clause (i) or clause (ii), a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the CompanyIssuer's certified independent chartered accountants; andprovided that such information may be prepared in accordance with GAAP so long as it is reconciled to generally accepted accounting principles in the United States as permitted or required by the Commission for foreign private issuers.
(2b) all current reports that would be required to be filed with For as long as the Commission on Form 8-K if the Company were required to file such reports. If the Company Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph (a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations, ," of the financial condition and results of operations of the Company Issuer and its the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the CompanySubsidiaries.
(Bc) In additionthe event clause (i) of paragraph (a) applies, whether or not required by the Commission, the Company will Issuer shall file a copy of all of the information and reports referred to in clauses paragraph (A)(1a) and (A)(2) above with the Commission for public availability within the time periods specified in the Commission's rules and regulations (unless the Commission will not accept such a filing that does not contain all of the information required by the Commission's rules) and commencing with the effectiveness of a registration statement relating make such information available to the Exchange Notes)prospective investors upon request. The Company Issuer will also furnish to Holders, securities analysts Holders and prospective investors upon request the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. .
(d) At the Issuer's expense, the Issuer shall cause all reports and other information referred to in paragraphs (a), (b) and (c) above to be mailed to the Trustee and to the Noteholders at their addresses appearing in the Register within 15 days after they file them as required.
(e) The Issuers Issuer shall, upon request, provide to any Noteholder or any prospective transferee of any such Noteholder any information concerning the Issuer (including financial statements) necessary in order to permit such Noteholder to sell or transfer Notes in compliance with Rule 144A under the Securities Act; provided, however, that the Issuer shall also comply not be required to furnish such information in connection with any request made on or after the provisions date which is two years from the later of TIA Section 314(a)(i) the date such Note (or any predecessor Note) was acquired from the Issuer or (ii) the date such Note (or any predecessor Note) was last acquired from an "affiliate" of the Issuer within the meaning of Rule 144 under the Securities Act.
Appears in 1 contract
Samples: Indenture (Canwest Media Inc)