Reports and Other Information. Notwithstanding that Nalco Finance LLC may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC), (a) within 90 days after the end of each fiscal year (or such shorter period as may be required by the SEC), annual reports on Form 10K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC), reports on Form 10Q (or any successor or comparable form), (c) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC), such other reports on Form 8K (or any successor or comparable form), and (d) any other information, documents and other reports which Nalco Finance LLC would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall make available such information to prospective purchasers of Securities, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that: (i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and (ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers 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. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates).
Appears in 2 contracts
Samples: Indenture (Nalco Finance Holdings Inc.), Indenture (Nalco Energy Services Equatorial Guinea LLC)
Reports and Other Information. Notwithstanding that Nalco Finance LLC Holdings may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC Holdings shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),
(a) within 90 days after the end of each fiscal year (or such shorter period as may be required by the SEC, or such longer period as may be permitted by Rule 12b-25 of the Exchange Act), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC, or such longer period as may be permitted by Rule 12b-25 of the Exchange Act), reports on Form 10Q 10-Q (or any successor or comparable form),
(c) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC)reported, such other reports on Form 8-K (or any successor or comparable form), and
(d) any other information, documents and other reports which Nalco Finance LLC Holdings would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC Holdings shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC Holdings shall post the reports specified above on its website within the time periods that would apply if Holdings were required to file those reports with the SEC. In addition, Holdings shall make available such information to prospective purchasers of SecuritiesNotes, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC Holdings would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC Holdings and any direct or indirect parent company of Nalco Finance LLC Holdings to report at such parent entity's ’s level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC Holdings is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLCHoldings, such consolidated reporting at such parent entity's ’s level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC Holdings shall satisfy this Section 4.02. The Issuers 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. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' ’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' ’ Certificates).
Appears in 2 contracts
Samples: Indenture (Hexion Specialty Chemicals, Inc.), Indenture (Hexion Specialty Chemicals, Inc.)
Reports and Other Information. Notwithstanding that Nalco Finance LLC the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),
(a) within 90 days after the end of each fiscal year (or such shorter longer period as may be required permitted by the SECSEC if the Company were then subject to such SEC reporting requirements as a required filer, voluntary filer or otherwise), annual reports (which, if permitted under applicable rules of the SEC, may be the annual report of any direct or indirect parent of the Company so long as such report contains reasonably detailed financial information (including a management’s discussion and analysis of financial information) with respect to the Company and its Subsidiaries on a stand alone basis) on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter longer period as may be required permitted by the SECSEC if the Company were then subject to such SEC reporting requirements as a required filer, voluntary filer or otherwise), quarterly reports (which, if permitted under applicable rules of the SEC, may be the quarterly report of any direct or indirect parent of the Company so long as such report contains reasonably detailed financial information (including a management’s discussion and analysis of financial information) with respect to the Company and its Subsidiaries on a stand alone basis) on Form 10Q 10-Q (or any successor or comparable form),
(c) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8-K by the SEC), such other reports on Form 8-K (or any successor or comparable form), and
(d) any other information, documents and other reports which Nalco Finance LLC the Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC the Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC the Company shall make available put such information to prospective purchasers of Securitieson its website, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC the Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided. For avoidance of doubt, further, that notwithstanding the foregoing obligations of the Company under this Section 4.02 shall commence with respect to the full Company’s first fiscal year ending December 31quarter that ends after the Issue Date. In addition, 2003to the extent not satisfied by the foregoing, Nalco Finance LLC may deliver the Company shall, for so long as any Securities are outstanding, furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Company will be deemed to have furnished such reports referred to above to the Trustee and the report described Holders if it or any direct or indirect parent of the Company has filed such reports with the SEC via the IDEA filing system and such reports are publicly available. Notwithstanding the foregoing, the requirement to provide the information and reports referred to in clause clauses (a) and (b) above at any time on or shall be deemed satisfied prior to May 15the commencement of the Registered Exchange Offer or the effectiveness of a Shelf Registration Statement relating to the registration of the Securities under the Securities Act by the filing (within the time periods specified for such filings in the Registration Rights Agreement) with the SEC of a registration statement, 2004 andand any amendments thereto, with such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of financial information that satisfies Regulation S-X and (y) indicate that under the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering CircularSecurities Act. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC the Company and any direct or indirect parent company of Nalco Finance LLC the Company to report at such parent entity's ’s level on a consolidated basis and
(ii) and such parent entity of Nalco Finance LLC the Company is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLCthe Company, or
(ii) any direct or indirect parent of the Company becomes a Guarantor of the Securities, such consolidated reporting at such parent entity's ’s level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall the Company will satisfy this Section 4.02. The Issuers shall also furnish to Holders; provided that, securities analysts and prospective investors upon request such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information required relating to be delivered pursuant such direct or indirect parent and any of its Subsidiaries other than the Company and its Subsidiaries, on the one hand, and the information relating to Rule 144 the Company and Rule 144A(d)(4) under its Subsidiaries on a stand alone basis, on the Securities Actother hand. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof7) on Officers' ’ Certificates).
Appears in 2 contracts
Samples: Indenture (Freedom Group, Inc.), Indenture (Remington Arms Co Inc/)
Reports and Other Information. Notwithstanding that Nalco Finance LLC the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC Holdings shall file with the SEC (and provide make available to the Trustee and Holders with copies thereofof the Notes (without exhibits), without cost to each Holder, within 15 days after it files them with the SEC),
(a) within 90 days after the end of each fiscal year (or such shorter period as may be required by beginning with the SECfiscal year ending December 31, 2008), annual reports containing substantially the same information relating to Holdings and its subsidiaries that would be required to be contained in an Annual Report on Form 10K (-K, or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),;
(b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may beginning with the fiscal quarter ending March 31, 2008), quarterly reports containing substantially the same information relating to Holdings and its subsidiaries that would be required by the SEC), reports to be contained in a Quarterly Report on Form 10Q (10-Q, or any successor or comparable form),; provided that with respect to quarterly reports delivered in respect of any fiscal quarter ending prior to December 31, 2008, the management discussion and analyses of financial condition and results of operation of Holdings and its consolidated subsidiaries (or any similarly titled sections) contained therein shall not be required to contain an analysis of any quarterly periods of 2008 as compared to the corresponding periods in 2007;
(c) promptly from time to time after the occurrence of an event required that would be required to be therein reported (reported, substantially the same information relating to Holdings and its subsidiaries that would be required to be contained in any event within the time period specified for filing current reports a Current Report on Form 8K by the SEC)-K, such other reports on Form 8K (or any successor or comparable form), ; and
(d) any other information, documents and other reports which Nalco Finance LLC Holdings would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, provided that Nalco Finance LLC the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall the Issuer will make available such information to prospective purchasers of Securitiesnotes, in addition to providing such information to the Trustee and the HoldersHolders of the Notes, in each case within 15 days after the time Nalco Finance LLC the Issuer would be required to file such information with the SEC SEC, if it were subject to Section Sections 13 or 15(d) of the Exchange Act; providedand provided further that such reports may be filed on Form 20-F, further40-F or Form 6-K (or any successor form), as applicable, provided that notwithstanding the foregoing substance of such reports shall be as required above. Notwithstanding the foregoing, with respect to financial statements required to be delivered in respect of the full fiscal year quarters ending December March 31, 2003June 30, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15and September 30, 2004 and2008, such report may (x) exclude financial statements shall not be required to contain consolidating financial data with respect to Guarantor and non-Guarantor Subsidiaries of the guarantor footnote disclosure specified under type contemplated by Rule 3-10 of Regulation S-X and (y) indicate that of the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering CircularSecurities Act. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and that any direct or indirect parent company of Nalco Finance LLC Holdings becomes a Guarantor of the Notes, this Indenture will permit the Issuer to report at satisfy its obligations under this Section 1009 with respect to financial information relating to the Issuer by furnishing financial information relating to such parent entity's level parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to Holdings and the Restricted Subsidiaries on a consolidated basis and
(ii) standalone basis, on the other hand. Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Holders if it or any parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental company has filed such reports with the SEC via the XXXXX filing system and such reports are publicly available. In addition, such requirements shall be deemed satisfied prior to its ownership, directly or indirectly, the commencement of the capital stock exchange offer or the effectiveness of Nalco Finance LLCthe shelf registration statement by the filing with the SEC of the exchange offer registration statement or shelf registration statement within the time periods specified in the Registration Rights Agreement entered into on the Issue Date, and any amendments thereto, with such consolidated reporting at such parent entity's level in a manner consistent with financial information that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers 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 satisfies Regulation S-X of the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its the covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' ’ Certificates). In addition, the Issuer will furnish to the Holders and prospective investors upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act.
Appears in 2 contracts
Samples: Senior Indenture (Infosat Communications LP), Senior Subordinated Indenture (Infosat Communications LP)
Reports and Other Information. Notwithstanding that Nalco Finance LLC Holdings may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC Holdings shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),
(a) within 90 days after the end of each fiscal year (or such shorter longer period as may be required permitted by the SECSEC if Holdings were then subject to such SEC reporting requirements as a non-accelerated filer), the information included in annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form)) including, without limitation, a management’s discussion and analysis of financial information,
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter longer period as may be required permitted by the SECSEC if Holdings were then subject to such SEC reporting requirements as a non-accelerated filer), the information included in quarterly reports on Form 10Q 10-Q (or any successor or comparable form),) containing the information required to be contained therein (or required in such successor or comparable form) including, without limitation, a management’s discussion and analysis of financial information, and
(c) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8-K by the SEC), such other reports on Form 8-K (or any successor or comparable form), and
(d) any other information, documents and other reports which Nalco Finance LLC would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC Holdings shall not be so obligated to file such reports with the SEC if prior to the date that it files a registration statement with the SEC, or in the event that the SEC does not permit such filing, in which event Nalco Finance LLC Holdings shall make available put such information to prospective purchasers of Securitieson its website, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC Holdings would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, further, that notwithstanding until such time as Holdings is subject to Section 13 or 15(d) of the foregoing Exchange Act: such reports shall not be required to contain any exhibit, or comply with respect (i) Item 10(e) of Regulation S-K promulgated by the SEC, (ii) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC; and (b) such reports shall not be required to contain the full fiscal year ending December 31separate financial statements contemplated by Rule 3-09, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 or Rule 3-16 of Regulation S-X promulgated by the SEC. In addition, annual and quarterly reports provided pursuant to clauses (1) and (y2) indicate that above shall include in footnote form, condensed consolidating financial information together with the purchase accounting therein is reflected on a preliminary basis and is subject to change and with separate columns for: (i) Holdings; (ii) the Issuers; (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer Note Guarantors (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in Holdings) on a combined basis; and (iv) any other Subsidiaries of Holdings on a combined basis; (v) consolidating adjustments; and (vi) the Offering Circulartotal consolidated amounts. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC addition, Holdings will make such information available to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers shall also furnish to Holders, securities analysts and prospective investors upon request request. In addition, Holdings has agreed that, for so long as any Securities remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the Holders of the Securities and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, Holdings will be deemed to have furnished such reports referred to above to the Trustee and the Holders of the Securities if Holdings has filed such reports with the SEC via the XXXXX filing system and such reports are publicly available. In addition, such requirements shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Securities or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the exchange offer registration statement and/or shelf registration statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, if such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in this Section 4.02. Holdings will also hold quarterly conference calls for the Holders of the Securities to discuss financial information for the previous quarter. The conference call will be following the last day of each fiscal quarter of Holdings and not later than ten Business Days from the time that Holdings distributes the financial information as set forth in clauses (a) or (b) of this Section 4.02, as applicable. No fewer than two days prior to the conference call, Holdings shall post to their website the time and date of such conference call and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call In the event that any direct or indirect parent of Holdings is or becomes a Note Guarantor, the Indenture will permit Holdings to satisfy their obligations in this covenant with respect to financial information relating to Holdings by furnishing financial information relating to such direct or indirect parent. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Holdings’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof7) on Officers' Officer’s Certificates).
Appears in 2 contracts
Samples: Indenture (Gates Global Inc.), Indenture (Gates Engineering & Services FZCO)
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC Holdings may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC Holdings shall file with the SEC (and provide make available to the Trustee and Holders with copies thereofof the Notes (without exhibits), without cost to each any Holder, within 15 days after it Holdings files them with the SEC)) from and after the Issue Date,
(a1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year (or such shorter period as may be required by the SEC)year, annual reports on Form 10K (-K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form),;
(b2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC)year, reports on Form 10Q (10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form),;
(c3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC)reported, such other reports on Form 8K (-K, or any successor or comparable form), ; and
(d4) any other information, documents and other reports which Nalco Finance LLC Holdings would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; providedin each case, however, in a manner that Nalco Finance LLC complies in all material respects with the requirements specified in such form; provided that Holdings shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC Holdings shall make available such information to prospective purchasers of SecuritiesNotes, in addition to providing such information to the Trustee and the HoldersHolders of the Notes, in each case within 15 days after the time Nalco Finance LLC Holdings would be required to file such information with the SEC SEC, if it were subject to Section Sections 13 or 15(d) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers 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. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' ’ Certificates). In addition, to the extent not satisfied by the foregoing, Holdings shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(b) In the event that any direct or indirect parent company of Holdings becomes a guarantor of the Notes, Holdings may to satisfy its obligations under this Section 4.03 with respect to financial information relating to Holdings by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to Holdings and its Restricted Subsidiaries on a standalone basis, on the other hand.
Appears in 1 contract
Samples: Indenture (Travelport LTD)
Reports and Other Information. Notwithstanding that Nalco Finance LLC may (a) So long as any Securities are outstanding and whether or not be the Issuer is then subject to the reporting requirements of Section 13 13(a) or 15(d) of the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant the Issuer shall furnish to rules and regulations promulgated by the SEC, Nalco Finance LLC shall file with the SEC Trustee: (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),
(ai) within 90 days after the end of each fiscal year (or such shorter period as may be required by the SEC), annual reports on Form 10K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(b) within 45 65 days after the end of each of the first three fiscal quarters in each fiscal year, quarterly reports containing unaudited financial statements (including a balance sheet and statement of income, changes in stockholders' equity and cash flow) for and as of the end of such fiscal quarter and year to date period (with comparable financial statements for the corresponding fiscal quarter and year to date period of the immediately preceding fiscal year); (ii) within 120 days after the end of each fiscal year (or such shorter period as may year, an annual report that includes all information that would be required by to be filed with the SEC), reports SEC on Form 10Q 20-F (or any successor or comparable form),
; and (ciii) promptly from time at or prior to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC), such other reports on Form 8K (or any successor or comparable form), and
(d) any other information, documents and other reports which Nalco Finance LLC times as would be required to file with be filed or furnished to the SEC if it were as a "foreign private issuer" subject to Section 13 13(a) or 15(d) of the Exchange Act, all such other reports and information that the Issuer would have been required to file or furnish pursuant thereto; provided, however, that Nalco Finance LLC shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall make available such information to prospective purchasers of Securities, in addition to providing such information to the Trustee and extent that the HoldersIssuer ceases to qualify as a "foreign private issuer" within the meaning of the Exchange Act, in each case within 15 days after whether or not the time Nalco Finance LLC would be required to file such information with the SEC if it were Issuer is then subject to Section 13 13(a) or 15(d) of the Exchange Act; provided, further, that notwithstanding the foregoing Issuer shall either file or furnish with respect the SEC (as a "voluntary filer" if the Issuer is not then subject to Section 13(a) or 15(d) of the 51 Exchange Act) or furnish to the full fiscal year ending December 31Trustee, 2003so long as any Securities are outstanding, Nalco Finance LLC may deliver to within 30 days of the Trustee respective dates on which the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not Issuer would be required to file such documents with the SEC if it was required to file such documents under the Exchange Act, all reports and other information that would be required to be filed with (or furnished to) the SEC pursuant to Section 13(a) or 15(d) of the immediately preceding provisoExchange Act as, in the Issuer's sole discretion, either a "foreign private issuer" or a U.S. domestic registrant.
(b) In addition, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) required by the rules and regulations of the SEC, the Issuer shall electronically file or furnish, as the case may be, a copy of all such information and reports with the SEC permit Nalco Finance LLC and for public availability within the time periods specified above. In addition, for so long as any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownershipSecurities remain outstanding, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC Issuer shall satisfy this Section 4.02. The Issuers shall also furnish to Holders, securities analysts the Holders and prospective investors identified by a Holder, upon request their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act.
(c) Notwithstanding the foregoing, the Issuer shall be deemed to have furnished such reports referred to in the first paragraph of this Section 4.02 to the Trustee and the Holders of Securities if the Issuer has filed or furnished such reports with the SEC and such reports are publicly available on the SEC's website; provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been so filed or furnished. Delivery of such reports, information and documents to the Trustee pursuant to this covenant is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Issuer's compliance with any of its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Officer's Certificates).
(d) So long as any Securities are outstanding, the Issuer shall also: (1) not later than 10 Business Days after furnishing to the Trustee the annual and quarterly reports required by clauses (i) and (ii) of Section 4.02(a), hold a publicly accessible conference call to discuss such reports and the results of operations for the relevant reporting period (including a question and answer portion of the call); and (2) issue a press release to an internationally recognized wire service no fewer than three Business Days prior to the date of the conference call required by the foregoing clause (1) of this paragraph, announcing the time and date of such conference call and either including all information necessary to access the call or directing Holders of the Securities, prospective investors, broker dealers and securities analysts to contact the appropriate person at the Issuer to obtain such information. At any time that any of the Issuer's Subsidiaries that are Significant Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by the first paragraph of this Section 4.02 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto or in the "Management's Discussion and Analysis of Financial Condition and Results of Operations," of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer, provided that the Issuer will 52 not be required to provide such separate information to the extent such Unrestricted Subsidiaries are the subject of a confidential filing of a registration statement with the SEC. Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its agreements pursuant to this Section 4.02 for purposes of Section 6.01(d) until 30 days after the date any report hereunder is required to be filed with the SEC (or otherwise made available to Holders or the Trustee) pursuant to this Section 4.02. In the event that the rules and regulations of the SEC permit the Issuer or any direct or indirect parent of the Issuer to report at such parent entity's level on a consolidated basis, the Issuer may satisfy its obligations under this Section 4.02 by furnishing financial information and reports relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
Appears in 1 contract
Samples: Indenture (Constellium Se)
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated the extent permitted by the Exchange Act, the Company will file with the SEC, Nalco Finance LLC shall file with the SEC (and provide make available to the Trustee and Holders with copies thereofthe Holders, without cost to each Holder, within 15 days after it files them with the SEC),
(a) within 90 days after the end of each fiscal year (or such shorter period as may be required by the SEC), annual reports on Form 10K (or any successor or comparable form) containing and the information required to be contained therein (or required in such successor or comparable form),
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC), reports on Form 10Q (or any successor or comparable form),
(c) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC), such other reports on Form 8K (or any successor or comparable form), and
(d) any other information, documents and other reports which Nalco Finance LLC would be required (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act with respect to U.S. issuers within the time periods specified therein or in the relevant forms. In the event that the Company is not permitted to file such reports, documents and information with the SEC pursuant to the Exchange Act, the Company will nevertheless make available such Exchange Act reports, documents and information to the Trustee and the Holders as if it the Company were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; providedAct within the time periods specified therein or in the relevant forms.
(b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries taken together would have been a Significant Subsidiary, howeverthen the quarterly and annual financial information required by Section 4.03(a) shall include a presentation of financial metrics (selected in the Company’s sole discretion), that Nalco Finance LLC shall not be so obligated to file such reports with either on the SEC if face of the SEC does not permit such filing, financial statements or in which event Nalco Finance LLC shall make available such information to prospective purchasers of Securities, in addition to providing such information the footnotes to the Trustee financial statements and in the Holders, in each case within 15 days after the time Nalco Finance LLC would be required to file such information with the SEC if it were subject to Section 13 or 15(d) “Management’s Discussion and Analysis of Results of Operations and Financial Condition” section of the Exchange Act; provided, further, that notwithstanding financial condition and results of operations of the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at Company and its Restricted Subsidiaries or of such Unrestricted Subsidiaries. The financial information and reports required by this covenant need not include any time on separate financial statements of a Guarantor or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under information required by Rule 3-10 or 3-16 of Regulation S-X (or any successor regulation) so long as such financial information and (y) indicate reports are accompanied by consolidating information that explains in reasonable detail the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with differences between the SEC pursuant information relating to the immediately preceding provisoCompany and the Guarantors, if Nalco Finance LLC has not at such time failed on one hand, and the information relating to comply with its obligations to consummate an exchange offer non-Guarantors, on the other hand.
(or a shelf registrationc) In addition, if applicable) pursuant the Company and the Guarantors will agree that they will make available to the Registration AgreementHolders and to prospective investors, upon the request of such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers 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 so long as the Notes are not freely transferable under the Securities Act. For purposes of this Section 4.03, the Company and the Guarantors will be deemed to have furnished the reports to the Trustee and the Holders as required by this Section 4.03 if the Company has filed such reports with the SEC on the XXXXX or IDEA filing system and such reports are publicly available.
(d) Delivery of such reports, information and documents to the Trustee is for informational purposes only only, and the Trustee's ’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company’s compliance with any of its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' ’ Certificates).
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Issuer shall file with the SEC (unless the SEC will not accept such a filing), and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files or, in the case of a Form 6-K, furnishes (or attempts to file or furnish) them with the SEC),
(ai) within 90 days after the end of each fiscal year (or such shorter longer period as may be required permitted by the SECSEC if the Issuer were then subject to such SEC reporting requirements as a required filer, voluntary filer or otherwise), an annual reports report on Form 10-K or 20-F (or any successor or comparable formforms) containing the information required to be contained therein (or required in such successor or comparable form),, and
(bii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter longer period as may be required permitted by the SECSEC if the Issuer were then subject to such SEC reporting requirements as a required filer, voluntary filer or otherwise), reports a quarterly report on Form 10Q (10-Q or any successor or comparable form),
(c) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC), such other reports on Form 86-K (or any successor or comparable forms), including a Management’s Discussion and Analysis of Financial Condition and Results of Operations or substantially similar section (whether or not required by such form), and.
(db) The Issuer shall make the information required by Section 4.02(a) available to prospective investors upon request. In addition, the Issuer shall, for so long as any other information, documents and other reports which Nalco Finance LLC would be required to file with the SEC if Notes remain outstanding during any period when it were is not subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC shall not be so obligated or otherwise permitted to file such reports with furnish the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall make available such with certain information pursuant to prospective purchasers of Securities, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC would be required to file such information with the SEC if it were subject to Section 13 or 15(dRule 12g3-2(b) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers shall also furnish to Holders, securities analysts Holders and prospective investors investors, upon request their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act.
(c) Notwithstanding the foregoing Sections 4.02(a) and (b), the Issuer will be deemed to have furnished the reports required by Sections 4.02(a) and (b) to the Trustee, the Holders and prospective investors if it or any Parent of the Issuer has filed (or, in the case of a Form 6-K, furnished) such reports with the SEC via the XXXXX filing system and such reports are publicly available or if it has posted such information on a secure internet portal (provided that if posted to a secure internet portal, the Issuer will separately electronically deliver such reports to the Trustee).
(d) The Issuer may satisfy its obligations under this Section 4.02 with respect to all reports and financial information relating to the Issuer and its Subsidiaries by furnishing reports and financial information relating to any Parent; provided that, the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer and the Subsidiary Guarantors, if any, on a stand-alone basis, on the other hand. No report furnished pursuant to this Indenture shall be required to include information or certifications called for by Items 10(e), 307, 308, 402, 405, 406, 407 and 601 of Regulation S-K promulgated by the SEC or Rules 3-05, 3-10 and 3-16 of Regulation S-X promulgated by the SEC. Any default resulting from a failure to comply with this covenant shall automatically be deemed cured by the filing or making available of a report meeting the requirements of this covenant.
(e) In the event that the Issuer changes its fiscal year end from the fiscal year end used by the Issuer as of the Issue Date, the Issuer shall promptly give notice of such change to the Trustee.
(f) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only only, and the Trustee's ’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' ’ compliance with any of its their covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' ’ Certificates).
Appears in 1 contract
Samples: Indenture (Intelsat S.A.)
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC Holdings or the Borrower may not be subject to the reporting requirements of Section 13 or 15(d15 (d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the Securities and Exchange Commission (the “SEC”), Nalco Finance LLC the Borrower shall file with the SEC (unless the SEC will not accept such a filing), and provide the Trustee Administrative Agent and Holders Lenders with copies thereof, without cost to each HolderLender, within 15 days after it files or, in the case of a Form 6-K, furnishes (or attempts to file or furnish) them with the SEC),
(ai) within 90 days after the end of each fiscal year (or such shorter longer period as may be required permitted by the SECSEC if the Borrower were then subject to such SEC reporting requirements as a required filer, voluntary filer or otherwise), an annual reports report (which, if permitted under applicable rules of the SEC, may be the annual report of Holdings or another Parent of the Borrower) on Form 10-K or 20-F (or any successor or comparable formforms) containing the information required to be contained therein (or required in such successor or comparable form),) and
(bii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter longer period as may be required permitted by the SECSEC if the Borrower were then subject to such SEC reporting requirements as a required filer, voluntary filer or otherwise), reports a quarterly report (which, if permitted under applicable rules of the SEC, may be the quarterly report of Holdings or another Parent of the Borrower) on Form 10Q (10-Q or any successor or comparable form),
(c) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC), such other reports on Form 86-K (or any successor or comparable forms), including a Management’s Discussion and Analysis of Financial Condition and Results of Operations or substantially similar section (whether or not required by such form), and.
(db) The Borrower shall make the information required by Section 9.1(a) available to prospective lenders upon request. In addition, the Borrower shall, for so long as any other information, documents and other reports which Nalco Finance LLC would be required to file with the SEC if Loans remain outstanding during any period when it were is not subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC shall not be so obligated or otherwise permitted to file such reports with furnish the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall make available such with certain information pursuant to prospective purchasers of Securities, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC would be required to file such information with the SEC if it were subject to Section 13 or 15(dRule 12g3-2(b) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect furnish to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers shall also furnish to Holders, securities analysts Lenders and prospective investors lenders, upon request their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. Delivery of such reports.
(c) Notwithstanding the foregoing Sections 9.1(a) and (b), information the Borrower will be deemed to have furnished the reports required by Sections 9.1(a) and documents (b) to the Trustee is for informational purposes only Administrative Agent and the Trustee's receipt Lenders if it or Holdings or another Parent of the Borrower has filed (or, in the case of a Form 6-K, furnished) such reports with the SEC via the XXXXX filing system and such reports are publicly available. In addition, such requirements shall not constitute constructive notice be deemed satisfied prior to the commencement of the exchange offer relating to the Xxxxxxx Notes contemplated by the applicable registration rights agreement or the effectiveness of any shelf registration statement by the filing with the SEC of the exchange offer registration statement and/or shelf registration statement in accordance with the provisions of the applicable registration rights agreement, and any amendments thereto, with such financial information contained therein that satisfies Regulation S-X of the Securities Act and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 9.1(a) hereof.
(d) In the event that any Parent of the Borrower is or determinable from becomes a Guarantor or co-obligor of the Loans, the Borrower may satisfy its obligations under this Section 9.1 with respect to financial information contained thereinrelating to the Borrower by furnishing financial information relating to such Parent; provided that, including if required by Regulation S-X under the Issuers' compliance with Securities Act, the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent and any of its covenants hereunder Subsidiaries other than the Borrower and its Subsidiaries, on the one hand, and the information relating to the Borrower, any Subsidiary Guarantors, if any, and the other Subsidiaries of the Borrower on a stand-alone basis, on the other hand.
(e) In the event that the Borrower changes its fiscal year end from the fiscal year end used by the Borrower as of the Closing Date, the Borrower shall promptly give notice of such change to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates)Administrative Agent.
Appears in 1 contract
Reports and Other Information. Notwithstanding (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Issuer will furnish to the holders (with a copy to the Trustee), or file electronically with the SEC through the SEC’s Electronic Data Gathering, Analysis and Retrieval System (or any successor system) (“XXXXX”), within the time periods specified in the SEC’s rules and regulations (after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act):
(i) all quarterly and annual financial statements that Nalco Finance LLC may would be required to be contained in reports on Forms 10-Q and 10-K (or any successor or comparable form) required to be filed with the SEC if the Issuer were required to file such reports, 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 Issuer’s independent registered public accounting firm; and
(ii) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor or comparable form) if the Issuer were required to file such reports. The financial information required by Section 4.02(a)(i) will not be required to include a footnote presenting the condensed consolidating financial information specified in Rule 3-10 of Regulation S-X promulgated by the SEC (or any successor provisions) (“Regulation S-X”) Additionally, the financial information required by Section 4.02(a)(i) will not be required to include the information contemplated by Rules 3-09 or 3-16 of Regulation S-X.
(b) If the Issuer does not file reports containing such information with the SEC, then the Issuer will deliver such information and reports to the Trustee and make available such information and such reports to any noteholders, bona fide prospective investors, market makers affiliated with any Initial Purchaser, and any bona fide securities analyst by posting such information on Intralinks or any comparable password-protected online data system which will require a confidentiality acknowledgment, and will make such information readily available to any noteholders, bona fide prospective investors, market makers affiliated with any Initial Purchaser, and any bona fide securities analyst who (i) agrees to treat such information as confidential or (ii) accesses such information on Intralinks or any comparable password-protected online data system which will require a confidentiality acknowledgment; provided that the Issuer shall post such information thereon and make readily available any password or other login information to any such noteholders, bona fide prospective investors, market makers affiliated with any Initial Purchaser and any bona fide securities analyst. The Issuer will hold a quarterly conference call for all noteholders, bona fide prospective investors, market makers affiliated with any Initial Purchaser and any bona fide securities analyst to discuss financial information within ten (10) Business Days after distribution of such financial information; provided that any customary quarterly earnings call with public equity holders shall be deemed to constitute such quarterly conference call for purposes of this Indenture.
(c) The Issuer shall, for so long as any Notes remain outstanding during any period when it is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant permitted to rules and regulations promulgated by furnish the SEC, Nalco Finance LLC shall file SEC with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),
(a) within 90 days after the end of each fiscal year (or such shorter period as may be information required by this Section 4.02, furnish to noteholders, bona fide prospective investors, market makers affiliated with any initial purchaser of the SEC)Notes, annual reports on Form 10K (or and any successor or comparable form) containing bona fide securities analyst, upon their request, the information required to be contained therein delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Issuer may satisfy its obligation to furnish such information by making such information available electronically (or required in such successor or comparable form),
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required including by posting to a non-public, password-protected website maintained by the SEC)Issuer or a third party) to any holder, reports on Form 10Q (bona fide prospective investor, market maker affiliated with any Initial Purchaser or any successor or comparable form),
(c) promptly from time bona fide securities analyst, in each case, who provides to time after the occurrence of an event required to be therein reported (Issuer its email address, employer name and in any event within the time period specified for filing current reports on Form 8K other information reasonably requested by the SEC)Issuer. For purposes of this Section 4.02, such other reports on Form 8K (any prospective investor or any successor or comparable form), andsecurities analyst shall be deemed “bona fide” if it certifies it is “bona fide.”
(d) any other information, documents and other reports which Nalco Finance LLC would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall make available such information to prospective purchasers of Securities, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC the Issuer and any direct or indirect parent company of Nalco Finance LLC the Issuer to report at such parent entity's ’s level on a consolidated basis and
(ii) and such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLCthe Issuer, such consolidated or
(ii) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, consolidating reporting at such the parent entity's ’s level in a manner consistent with that described in this Section Section 4.02 for Nalco Finance LLC shall the Issuer will satisfy this Section Section 4.02. The Issuers shall also furnish , and the Issuer is permitted to Holders, securities analysts and prospective investors upon request satisfy its obligations in this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(e) Notwithstanding the foregoing, if at any time the Issuer is not subject to Section 13 or 15(d) of the Exchange Act:
(i) the Issuer will not be required to furnish any information, certificates or reports required by (x) Section 302, 404 or 906 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K, or (y) Regulation G or Item 10(e) of Regulation S-K promulgated by the SEC with respect to financial measures contained therein;
(ii) the financial information required by Section 4.02(a)(i) hereof will not be delivered pursuant required to contain the separate financial statements or other information contemplated by Rule 144 3-05, Rule 3-09, Rule 3-10, Rule 3-16 or Article 11 of Regulation S-X;
(iii) the information and Rule 144A(d)(4reports referred to in Sections 4.02(a)(i) under and (ii) hereof shall not be required to present compensation or beneficial ownership information; and
(iv) the Securities Act. information and reports referred to in Sections 4.02(a)(i) and (ii) shall not be required to include any exhibits required by Item 15 of Form 10-K, Item 6 of Form 10-Q or Item 9.01 of Form 8-K.
(f) Notwithstanding the foregoing, the Issuer will be deemed to have furnished the reports referred to in this Section 4.02 to the Trustee and the holders if the Issuer has filed such reports with the SEC via XXXXX and such reports are publicly available, it being understood that the Trustee shall have no responsibility to determine if such information is publicly available.
(g) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only only, and the Trustee's ’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Issuer’s compliance with any of its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Officer’s Certificates).
Appears in 1 contract
Samples: Indenture (TopBuild Corp)
Reports and Other Information. Notwithstanding that Nalco Finance LLC Holdings may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC Holdings shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),
(a) within 90 days after the end of each fiscal year (or such shorter period as may be required by the SEC, or such longer period as may be permitted by Rule 12b-25 of the Exchange Act), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC, or such longer period as may be permitted by Rule 12b-25 of the Exchange Act), reports on Form 10Q 10-Q (or any successor or comparable form),
(c) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC)reported, such other reports on Form 8-K (or any successor or comparable form), and
(d) any other information, documents and other reports which Nalco Finance LLC Holdings would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC Holdings shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC Holdings shall make available such information to prospective purchasers of SecuritiesNotes, in addition to providing such information to the Trustee and the Holdersholders of the Notes, including by posting such reports on the primary website of Holdings or its Subsidiaries, in each case within 15 days after the time Nalco Finance LLC Holdings would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC Holdings and any direct or indirect parent company of Nalco Finance LLC Holdings to report at such parent entity's ’s level on a consolidated basis and
(ii) and such parent entity of Nalco Finance LLC Holdings is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock Capital Stock of Nalco Finance LLCHoldings, or
(ii) any direct or indirect parent of Holdings becomes a guarantor of the Notes, the Indenture will permit Holdings to satisfy its obligations in this covenant with respect to financial information relating to Holdings by furnishing financial information relating to such consolidated reporting at parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent entity's level in and any of its Subsidiaries other than Holdings and its Subsidiaries, on the one hand, and the information relating to Holdings, the Guarantors, if any, and the other Subsidiaries on a manner consistent standalone basis, on the other hand. In addition, Holdings shall, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers shall also certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders, securities analysts and prospective investors upon request their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, Holdings will be deemed to have furnished such reports referred to above to the Trustee and the Holders if Holdings has filed such reports with the SEC via the XXXXX filing system and such reports are publicly available. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' ’ Certificates).
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC MPM may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SECCommission, Nalco Finance LLC MPM shall file with the SEC Commission (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SECCommission),
(ai) within 90 days after the end of each fiscal year (or such shorter period as may be required by the SECCommission, or such longer period as may be permitted by Rule 12b-25 of the Exchange Act), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(bii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SECCommission, or such longer period as may be permitted by Rule 12b-25 of the Exchange Act), reports on Form 10Q 10-Q (or any successor or comparable form),
(ciii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8-K by the SECCommission), such other reports on Form 8-K (or any successor or comparable form), and
(div) any other information, documents and other reports which Nalco Finance LLC MPM would be required to file with the SEC Commission if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC MPM shall not be so obligated to file such reports with the SEC Commission if the SEC Commission does not permit such filing, in which event Nalco Finance LLC MPM shall make available such information to prospective purchasers of SecuritiesNotes, including by posting such reports on the primary website of MPM or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC MPM would be required to file such information with the SEC Commission if it were subject to Section 13 or 15(d) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause .
(ab) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC Commission permit Nalco Finance LLC MPM and any direct or indirect parent company of Nalco Finance LLC MPM to report at such parent entity's ’s level on a consolidated basis and
(ii) and such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock Capital Stock of Nalco Finance LLCMPM, or
(ii) any direct or indirect parent of MPM becomes a Note Guarantor, MPM shall be permitted to satisfy its foregoing obligations with respect to financial information relating to MPM by furnishing financial information relating to such consolidated reporting at parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent entity's level in and any of its Subsidiaries other than MPM and its Subsidiaries, on the one hand, and the information relating to MPM, the Note Guarantors, if any, and the other Subsidiaries on a manner consistent standalone basis, on the other hand.
(c) MPM shall, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Commission with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers shall also certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to Holdersthe Holders of the Notes, securities analysts and prospective investors upon request their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. Delivery of Notwithstanding the foregoing, MPM will be deemed to have furnished such reports, information and documents reports referred to above to the Trustee is for informational purposes only and the Trustee's receipt of Holders if MPM has filed such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including reports with the Issuers' compliance with any of its covenants hereunder (as to which Commission via the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates)XXXXX filing system and such reports are publicly available.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC the Borrower may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the Securities and Exchange Commission (the "SEC"), Nalco Finance LLC the Borrower shall file with the SEC (unless the SEC will not accept such a filing), and provide the Trustee Administrative Agent and Holders Lenders with copies thereof, without cost to each HolderLender, within 15 days after it files or, in the case of a Form 6-K, furnishes (or attempts to file or furnish) them with the SEC),
(ai) within 90 days after the end of each fiscal year (or such shorter longer period as may be required permitted by the SECSEC if the Borrower were then subject to such SEC reporting requirements as a required filer, voluntary filer or otherwise), an annual reports report (which, if permitted under applicable rules of the SEC, may be the annual report of Holdings or another Parent of the Borrower) on Form 10-K or 20-F (or any successor or comparable formforms) containing the information required to be contained therein (or required in such successor or comparable form),) and
(bii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter longer period as may be required permitted by the SECSEC if the Borrower were then subject to such SEC reporting requirements as a required filer, voluntary filer or otherwise), reports a quarterly report (which, if permitted under applicable rules of the SEC, may be the quarterly report of Holdings or another Parent of the Borrower) on Form 10Q (10-Q or any successor or comparable form),
(c) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC), such other reports on Form 86-K (or any successor or comparable forms), including a Management's Discussion and Analysis of Financial Condition and Results of Operations or substantially similar section (whether or not required by such form), and.
(db) The Borrower shall make the information required by Section 9.1
(a) available to prospective lenders upon request. In addition, the Borrower shall, for so long as any other information, documents and other reports which Nalco Finance LLC would be required to file with the SEC if Loans remain outstanding during any period when it were is not subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC shall not be so obligated or otherwise permitted to file such reports with furnish the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall make available such with certain information pursuant to prospective purchasers of Securities, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC would be required to file such information with the SEC if it were subject to Section 13 or 15(dRule 12g3-2(b) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect furnish to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers shall also furnish to Holders, securities analysts Lenders and prospective investors lenders, upon request their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. Delivery of such reports.
(c) Notwithstanding the foregoing Sections 9.1(a) and (b), information the Borrower will be deemed to have furnished the reports required by Sections 9.1(a) and documents (b) to the Trustee is for informational purposes only Administrative Agent and the Trustee's receipt Lenders if it or Holdings or another Parent of the Borrower has filed (or, in the case of a Form 6-K, furnished) such reports with the SEC via the EDGAR filing system and such reports are publicly available. In adxxxxxn, such requirements shall not constitute constructive notice be deemed satisfied prior to the commencement of the exchange offer relating to the Intelsat Bermuda Notes contemplated by the applicable registration rights agreement or the effectiveness of any shelf registration statement by the filing with the SEC of the exchange offer registration statement and/or shelf registration statement in accordance with the provisions of the applicable registration rights agreement, and any amendments thereto, with such financial information contained therein that satisfies Regulation S-X of the Securities Act and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 9.1(a) hereof.
(d) In the event that any Parent of the Borrower is or determinable from becomes a Guarantor or co-obligor of the Loans, the Borrower may satisfy its obligations under this Section 9.1 with respect to financial information contained thereinrelating to the Borrower by furnishing financial information relating to such Parent; PROVIDED that, including if required by Regulation S-X under the Issuers' compliance with Securities Act, the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent and any of its covenants hereunder Subsidiaries other than the Borrower and its Subsidiaries, on the one hand, and the information relating to the Borrower, any Subsidiary Guarantors, if any, and the other Subsidiaries of the Borrower on a stand-alone basis, on the other hand.
(e) In the event that the Borrower changes its fiscal year end from the fiscal year end used by the Borrower as of the Closing Date, the Borrower shall promptly give notice of such change to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates)Administrative Agent.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC Holdings may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC shall Holdings will file with the SEC (and provide the Trustee and Holders holders with copies thereof, without cost to each Holderholder, within 15 days after it files them with the SEC),):
(ai) within 90 days after the end of each fiscal year (or such shorter time period as may be required by specified in the SEC)’s rules and regulations for non-accelerated filers, annual reports on Form 10-K (or any successor or comparable form) containing the information that would have been required to be contained therein (or required in such successor or comparable form),
(b) within 45 days after the end of each if Holdings were subject to Section 13 or 15(d) of the first three fiscal quarters of each fiscal year (or such shorter period as may Exchange Act, except to the extent permitted to be required excluded by the SEC);
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports on Form 10Q 10-Q (or any successor or comparable form),) containing the information that would have been required to be contained therein (or required in such successor or comparable form) if Holdings were subject to Section 13 or 15(d) of the Exchange Act, except to the extent permitted to be excluded by the SEC;
(ciii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), ) that would have been required if Holdings were subject to Section 13 or 15(d) of the Exchange Act; and
(div) subject to the foregoing, any other information, documents and other reports which Nalco Finance LLC Holdings would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC Holdings shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall Holdings will make available such information to prospective purchasers of Securities, Notes in addition to providing such information to the Trustee and the Holdersholders, in each case within 15 days after the time Nalco Finance LLC Holdings would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided. In addition to providing such information to the Trustee, furtherHoldings shall make available to the holders, that notwithstanding prospective investors and securities analysts the information required to be provided pursuant to the foregoing with respect clauses (i), (ii) and (iii), by posting such information to its website or on IntraLinks or any comparable online data system or website. If Holdings has designated any of its Subsidiaries as an Unrestricted Subsidiary, then the full fiscal year ending December 31annual and quarterly information required pursuant to clauses (i) and (ii) of this Section 4.02(a) shall include a reasonably detailed presentation, 2003either on the face of the financial statements or in the footnotes thereto, Nalco Finance LLC may deliver of the financial condition and results of operations of Holdings and its Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries.
(b) Notwithstanding the foregoing, Holdings will not be required to the Trustee the report described in clause (a) above at furnish any time on information, certificates or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 reports required by Items 307 or 308 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant K prior to the immediately preceding provisoeffectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer as applicable.
(or a shelf registration, if applicablec) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC Holdings and any direct or indirect parent company of Nalco Finance LLC Holdings to report at such parent entity's ’s level on a consolidated basis and
(ii) and such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLCHoldings, such or
(ii) any direct or indirect parent of Holdings is or becomes a Guarantor of the Notes, consolidated reporting at such parent entity's ’s level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall Holdings will satisfy this Section 4.02, and Holdings is permitted to satisfy its obligations in this Section 4.02 with respect to financial information relating Holdings by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than Holdings and its Subsidiaries, on the one hand, and the information relating to Holdings, the Subsidiary Guarantors and the other Subsidiaries of Holdings on a standalone basis, on the other hand. The Issuers shall also furnish In addition, Holdings will make such information available to Holders, securities analysts and prospective investors upon request request.
(d) Holdings will make such information available to prospective investors upon request. Holdings shall, for so long as any Notes remain outstanding during any period when neither it nor another Reporting Entity is subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act.
(e) Notwithstanding the foregoing, Holdings will be deemed to have furnished the reports and information referred to in this Section 4.02 to the Trustee and the holders if Holdings has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied (1) prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement, by the filing with the SEC of the Exchange Offer Registration Statement or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, if such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) or (2) the posting of reports and information that would be required to be provided to the holders on Holdings’ website (or that of any of Holdings’ parent companies). The Trustee shall have no obligation to monitor whether the Issuers post such reports, information and documents on the SEC’s XXXXX filing system or Holdings’ (or that of any of Holdings’ parent companies) website, or collect any such information from the SEC’s XXXXX filing system or Holdings’ (or that of any of Holdings’ parent companies) website.
(f) Holdings will also hold quarterly conference calls, beginning with the first full fiscal quarter ending after the Issue Date, for all holders of the Notes, prospective investors and securities analysts to discuss such financial information no later than ten Business Days after the distribution of such information required by clauses (i) or (ii) of Section 4.02(a) and, prior to the date of each such conference call, will announce the time and date of such conference call and either include all information necessary to access the call or inform holders of the Notes, prospective investors and securities analysts how they can obtain such information, including, without limitation, the applicable password or login information (if applicable).
(g) The Trustee shall have no liability or responsibility for the content, filing or timeliness of any report delivered or filed under or in connection with this Indenture or the transactions contemplated hereby. Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only only, and the Trustee's ’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' ’ compliance with any of its their covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' ’ Certificates).
Appears in 1 contract
Samples: Indenture (Talos Energy Inc.)
Reports and Other Information. Notwithstanding that Nalco Finance LLC may (a) Whether or not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated required by the SEC, Nalco Finance LLC so long as any Notes are outstanding, the Company shall file furnish to the Holders, within the time periods specified in the SEC’s rules and regulations (as in effect on the Issue Date) for non-accelerated filers:
(1) all quarterly and annual financial information that would be required to be contained in a filing by a non-accelerated filer with the SEC (on Forms 10-Q and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),
(a) within 90 days after the end of each fiscal year (or such shorter period as may be required by the SEC), annual reports on Form 10-K (or any successor or comparable formforms) 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 SEC on Form 8-K if the Company were required to file such reports; provided that, at the option of the Company, if the Company elects to no longer file reports with the SEC the requirements set forth in paragraphs (1) and (2) above shall be replaced by the foregoing:
(1) an annual and quarterly report including solely the following information: (a) annual financial statements with respect to an annual report and quarterly financial statements with respect to a quarterly report (including a balance sheet, statement of operations and statement of cash flows) prepared in accordance with GAAP, (b) a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” containing information customarily included in such section when included in a Form 10-K or Form 10-Q, as applicable, filed with the SEC (but only to the extent similar information is included in the Offering Memorandum), (c) a presentation of EBITDA of the Company and its Restricted Subsidiaries for the trailing twelve month period and (d) with respect to the annual report only, a report on the annual financial statements by the Company’s certified independent accountants; and
(2) the information that would be required to be contained therein in filings with the SEC on Form 8-K by the Company if the Company were required to file such reports for any of the following events: (a) significant acquisitions or required in such successor or comparable form),
dispositions, (b) within 45 days after the end of each bankruptcy of the first three fiscal quarters of each fiscal year (Company or such shorter period as may be required by the SEC)a Significant Subsidiary, reports on Form 10Q (or any successor or comparable form),
(c) promptly from time the acceleration of any material Indebtedness of the Company or any Restricted Subsidiary, (d) a change in certifying independent auditor with respect to time after the occurrence Company or any indirect parent whose financial statements are provided as permitted by this Indenture, (e) the appointment or departure of the Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Chief Operating Officer or President (or persons fulfilling similar duties) of the Company, (f) resignation or appointment of a director of the Company, (g) change in fiscal year, (h) non-reliance on previously issued financial statements, (i) change of control transactions, (j) entry into material agreements, (k) entry into or termination of material financial obligations and (l) historical financial statements of an event acquired business and associated pro forma financial statements (relating to transactions required to be therein reported (pursuant to Item 2.01 of Form 8-K to the extent and in any event within the time period specified for filing current reports on Form 8K form available to the Company (as determined by the SEC), such other reports on Form 8K (or any successor or comparable form), and
(dCompany in good faith) any other information, documents and other reports which Nalco Finance LLC would be required to file with if the SEC if it Company were subject to Section 13 or 15(d) of a domestic reporting company under the Exchange Act); provided, however, that Nalco Finance LLC shall no such current report will be required to be furnished if the Company determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial positions or prospects of the Company and its Restricted Subsidiaries, taken as a whole; provided, further, however, that no such current report will be so obligated required to file include a summary of the terms of any employment or compensatory arrangement, agreement, plan or understanding between the Company (or any of its Subsidiaries) and any director or officer.
(b) The Company will be deemed to have furnished to the Holders the reports referred to in Section 1009(a)(1) and (2) if the Company has either (i) filed such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall make available such information to prospective purchasers of Securities, in addition to providing such information to the Trustee (and the Holders, in each case within 15 days after the time Nalco Finance LLC would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31are publicly available), 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) posted such parent entity of Nalco Finance LLC is not engaged reports on the Company Website and issued a press release in any business in any material respect other than incidental to its ownership, directly thereof or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers 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. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificatesiii).
Appears in 1 contract
Samples: Indenture (Aleris Corp)
Reports and Other Information. Notwithstanding that Nalco Finance LLC may not be subject to the reporting requirements of Section 13 or 15(d(a) of the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC Holdings shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),furnish:
(a1) within 90 days after the end of each fiscal year (or of Holdings ending after the Issue Date, the consolidated financial statements of Holdings for such shorter period as may fiscal year and the prior fiscal year prepared in accordance with GAAP, together with a report thereon by Holdings’ independent auditors, and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements substantially similar to that which would be required by the SEC), annual reports included in an Annual Report on Form 10-K (or any successor or comparable form) containing form filed with the information SEC by Holdings assuming Holdings were required to be contained therein (or required in prepare and file such successor or comparable form),;
(b2) within 45 days after the end of each of the first three fiscal quarters of in each fiscal year (or of Holdings, beginning with the first such shorter fiscal quarter ending after the Issue Date, the condensed consolidated financial statements of Holdings for such fiscal quarter and the comparable period as may in the prior fiscal year prepared in accordance with GAAP, together with a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements substantially similar to that which would be required by the SEC), reports included in a Quarterly Report on Form 10Q (10-Q or any successor or comparable form filed with the SEC by Holdings assuming Holdings were required to prepare and file such form),; and
(c3) promptly from time information substantially similar to time after the occurrence of an event information that would be required to be therein reported (and included in any event within the time period specified for filing current reports a Current Report on Form 8K by the SEC), such other reports on Form 8-K (or any successor form) filed with the SEC by Holdings assuming Holdings were required to prepare and file such form) pursuant to: Item 1.01 (Entry into a Material Definitive Agreement); Item 1.02 (Termination of a Material Definitive Agreement); Item 1.03 (Bankruptcy or Receivership); Item 2.01 (Completion of Acquisition or Disposition of Assets); Item 2.04 (Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement); Item 2.05 (Costs Associated with Exit or Disposal Activities); Item 2.06 (Material Impairments); Item 4.01 (Changes in Registrant’s Certifying Accountants); Item 4.02 (Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review); Item 5.01 (Changes in Control of Registrant); Item 5.02(b) (Departure of Directors or Certain Officers); and Item 5.02(c) Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers); in each case, or any comparable provisions of amended Form 8-K or a successor form, within five Business Days of the due date for filing such Current Report by a reporting issuer.
(b) The reports required to be furnished by Section 4.02(a) shall not be required to: (i) comply with any of Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Item 9A of Form 10-K and Items 307 and 308 of Regulation S-K promulgated by the SEC, Item 302 of Regulation S-K, Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein), andItem 601 of Regulation S-K (with respect to exhibits), Rule 3-09, 3-10 or 3-16 of Regulation S-X Section 13(p) (including on Form SD under Rule 13p-1), Section 13(q) or Section 13(r) of the Exchange Act, in each case, or any successor provision thereto, or (ii) include separate financial statements of Note Guarantors.
(c) A report required by Section 4.02(a) shall be deemed furnished if Holdings: (i) delivers such report or other information physically or electronically to the Trustee; and (ii) posts copies of such report on a website (which may be password protected and may be maintained by Holdings or a third party) to which access will be given to securities analysts, Holders and prospective purchasers of the Notes (which prospective purchasers may be limited to “qualified institutional buyers” (as defined in Rule 144A of the Securities Act) or non-U.S. persons (as defined in Regulation S under the Securities Act) that certify their status as such to the reasonable satisfaction of Holdings and who acknowledge the confidentiality of the information.
(d) any other In addition, to the extent not satisfied by the reports required by this covenant or otherwise made publicly-available by Holdings, Holdings shall furnish to Holders thereof and prospective investors in such Notes, upon their request, the information, documents and other reports which Nalco Finance LLC would be if any, required to file with be delivered pursuant to Rule 144A(d)(4) (or any successor provision) of the SEC if it were Securities Act.
(e) Notwithstanding the foregoing, at all times that Holdings is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; providedAct or is otherwise permitted to file periodic reports with the SEC, howeverHoldings may satisfy all the requirements of this covenant by filing with the SEC within the time periods specified in the SEC’s rules and regulations that are then applicable to Holdings all the reports and information described in Section 4.02(a) through (d).
(f) At any time that any of Holdings’ Subsidiaries are Unrestricted Subsidiaries and such Unrestricted Subsidiaries, that Nalco Finance LLC either individually or collectively, would otherwise have been a Significant Subsidiary (as of the latest consolidated financial statements of Holdings made available to the Holders), then the quarterly and annual financial information required by this covenant will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or other comparable section, of the financial condition and results of operations of Holdings and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of Holdings.
(g) Notwithstanding anything herein to the contrary, Holdings shall not be so obligated deemed to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall make available such information to prospective purchasers of Securities, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time have failed to comply with any of its obligations hereunder for purposes of 6.01(a)(3) until 90 days after the date any report hereunder is due. To the extent any information is not provided within the time periods specified in this Section 4.02 and such information is subsequently provided, Holdings will be deemed to consummate an exchange offer have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured.
(h) Within a reasonable period before or after providing any report required by Section 4.02(a)(1) or (a)(2), Holdings shall hold a shelf registrationconference call in which securities analysts, if applicable) pursuant Holders and prospective investors in the Notes that certify that they are qualified institutional buyers or non-U.S. persons may participate to discuss results of operations for the relevant period and related matters. At least three Business Days prior to any such call, Holdings shall issue a press release or post a notice on a website, which may be the password protected website used by Holdings to provide reports and other information specified in the third paragraph of this covenant, providing the date and time of any such call and indicating the manner in which securities analysts, Holders, and qualified prospective investors may obtain access to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:conference call.
(i) the rules and regulations of The Trustee shall have no obligation to determine whether or not such information, documents or reports required by this covenant have been filed with the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly posted as required by this covenant or indirectly, of comply with the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers 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 Trust Indenture Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates).
Appears in 1 contract
Reports and Other Information. Notwithstanding that Nalco Finance LLC may not be subject (a) The Issuer will provide to the reporting requirements of Section 13 or 15(d) Trustee and, upon request, to Holders of the Exchange Act, or otherwise report on an annual Notes a copy of all of the information and quarterly basis on forms provided for such annual and quarterly reporting pursuant reports referred to rules and regulations promulgated by the SEC, Nalco Finance LLC shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),below:
(ai) within 90 days after the end of each fiscal year (or such shorter longer period as may be required permitted by the SECSEC if the Issuer were then subject to SEC reporting requirements as a non-accelerated filer), annual reports audited financial statements for such fiscal year including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to the periods presented and a report on Form 10K the annual financial statements by the Issuer’s independent registered public accounting firm (or any successor or comparable form) containing all of the foregoing financial information required to be contained therein (or required prepared on a basis substantially consistent with the corresponding financial information included in such successor or comparable formthe Offering Memorandum),
(bii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter longer period as may be required permitted by the SECSEC if the Issuer were then subject to SEC reporting requirements as a non-accelerated filer), reports unaudited financial statements for the interim period as of, and for the period ending on, the end of such fiscal quarter including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (all of the foregoing financial information to be prepared on Form 10Q (or any successor or comparable forma basis substantially consistent with the corresponding financial information included in the Offering Memorandum),, and
(ciii) promptly from time to time after the occurrence within 15 days of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8-K by the SEC), such other current reports on Form 8K (or any successor or comparable form), and
(d) any other information, documents and other reports which Nalco Finance LLC that would be required to file be filed with the SEC on Form 8-K if it the Issuer were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC shall not be so obligated required to file such reports with containing substantially all of the SEC information required pursuant to Sections 1, 2 and 4, Items 5.01, 5.02 (other than compensation information) and 5.03(b) of Form 8-K; provided that no such current report will be required to be furnished if the SEC does Issuer determines in its good faith judgment that such event is not permit material to Holders of the Notes or to the business, assets, operations, financial position or prospects of the Issuer and its Restricted Subsidiaries, taken as a whole, or if the Issuer determines in its good faith judgment that such filingdisclosure would otherwise cause material competitive harm to the business, in which assets, operations, financial position or prospects of the Issuer and its Restricted Subsidiaries, taken as a whole; provided, further, that such non-disclosure shall be limited only to those specific provisions that would cause material competitive harm and not the occurrence of the event Nalco Finance LLC shall make available such information to prospective purchasers of Securitiesitself; provided, that in addition to providing such information to the Trustee and, upon request, Holders of the Notes, the Issuer will, to the extent the requirements set forth in Section 3.2(h) are satisfied, make available to the Holders of the Notes, bona fide prospective investors in the Notes, bona fide market makers in the Notes affiliated with any Initial Purchaser and bona fide securities analysts (to the Holdersextent providing analysis of investment in the Notes) such information by (i) posting to the website of the Issuer or any direct or indirect parent of the Issuer or on a non-public, password-protected website maintained by the Issuer or any direct or indirect parent of the Issuer or a third party, in each case case, within 15 days after the time Nalco Finance LLC the Issuer would be required to file provide such information with pursuant to clause (i), (ii) or (iii) above, as applicable, or (ii) otherwise providing substantially comparable availability of such reports (as determined by the SEC if Issuer in good faith) (it were subject to Section 13 being understood that, without limitation, making such reports available on Bloomberg or 15(d) of the Exchange Actanother comparable private electronic information service shall constitute substantially comparable availability); provided, further, however, that notwithstanding no such information shall be required to be delivered to the foregoing extent that the conditions in Section 3.2(f) are satisfied.
(b) Notwithstanding the foregoing, (i) the Issuer will not be required to furnish any information, certificates or reports required by (A) Section 302, Section 404 or Section 906 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (B) Regulation G or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (ii) the full fiscal year ending December 31information and reports referred to in Section 3.2(a) will not be required to contain the separate financial statements or other information contemplated by Rule 3-05, 2003Rule 3-09, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 or Rule 3-16 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and X, (iii) with respect to reports that Nalco Finance LLC the extent pro forma financial information is not required to file with be provided by the SEC pursuant Issuer, the Issuer may provide only pro forma revenues, net income, income before extraordinary items and the cumulative effect of accounting changes, EBITDA, Adjusted EBITDA, senior secured debt, total debt and capital expenditures (or equivalent financial information) in lieu thereof, (iv) the information and reports referred to in Section 3.2(a) shall not be required to present compensation or beneficial ownership information and (v) the information and reports referred to in Section 3.2(a) shall not be required to include any exhibits required by Item 15 of Form 10-K, Item 6 of Form 10-Q or Item 9.01 of Form 8-K.
(c) For so long as the Issuer has designated certain of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required to be provided by Section 3.2(a) will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, or in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or other comparable section, of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer. The quarterly and annual financial information required by Section 3.2(a) will include information regarding Non-Guarantor Subsidiaries for the periods covered thereby comparable to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements information included in the Offering Circular. In Memorandum under the event that:caption “Description of Notes—Guarantees.”
(id) In addition, to the rules and regulations extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstanding, the Issuer will furnish to Holders of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownershipNotes, directly or indirectlyupon their request, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers 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 (or any successor provision).
(e) Notwithstanding the foregoing, the financial statements, information, auditors’ reports and other documents required to be provided as described above, may be, rather than those of the Issuer, those of (i) any predecessor or successor of the Issuer or any entity meeting the requirements of clause (ii) of this Section 3.2(e) or (ii) any direct or indirect parent of the Issuer; provided that, if the financial information so furnished relates to such direct or indirect parent of the Issuer and, in the reasonable judgment of the Issuer, there are material differences between the financial information of the Issuer and such direct or indirect parent of the Issuer, the same is accompanied by consolidating information, which may be posted to the website of the Issuer or any direct or indirect parent of the Issuer on a non-public, password-protected website maintained by the Issuer or any direct or indirect parent of the Issuer or a third party, that explains in reasonable detail the material differences between the information relating to such parent entity (as the case may be), on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited.
(f) Notwithstanding the foregoing, the Issuer will be deemed to have satisfied the requirements of Section 3.2(a) if the Issuer or any direct or indirect parent of the Issuer (i) has filed reports or registration statements containing such information (including, to the extent required, the information referred to in the first sentence of Section 3.2(e), which, for the avoidance of doubt, need not be filed with the SEC via XXXXX to the extent it is otherwise provided to Holders pursuant to this Section 3.2) with the SEC via the XXXXX (or successor) filing system within the applicable time periods after giving effect to any extensions permitted by the SEC and that are publicly available or (ii) if the Issuer or any direct or indirect parent of the Issuer is no longer subject to the reporting requirements provided by the Exchange Act. , with respect to the Holders of the Notes only, the Issuer or such parent entity has made such reports available electronically (including by posting to a non-public, password-protected website as provided above) pursuant to this Section 3.2.
(g) So long as Notes are outstanding, the Issuer (or any direct or indirect parent of the Issuer) will also:
(i) promptly after furnishing to the Trustee the annual and quarterly reports required by Sections 3.2(a)(i) and (ii), hold a conference call to discuss such reports and the results of operations for the relevant reporting period; and
(ii) announce by press release or post to the website of the Issuer or any direct or indirect parent of the Issuer or on a non-public, password-protected website maintained by the Issuer or any direct or indirect parent of the Issuer or a third party, which may require a confidentiality acknowledgment (but not restrict the recipients of such information from trading securities of the Issuer or its respective affiliates), prior to the date of the conference call required to be held in accordance with Section 3.2(g)(i), the time and date of such conference call and either all information necessary to access the call or informing Holders of Notes, bona fide prospective investors in the Notes, bona fide market makers in the Notes affiliated with any Initial Purchaser and bona fide securities analysts (to the extent providing analysis of an investment in the Notes) how they can obtain such information, including, without limitation, the applicable password or other login information; provided, however, that the Issuer will be deemed to have satisfied the requirements of clause (i) (with regard to the requirement to hold a conference call) of this paragraph if any direct or indirect parent of the Issuer holds a conference call to discuss such reports and the results of operations for the relevant reporting period.
(h) Any person who requests or accesses such financial information or seeks to participate in any conference calls required by this Section 3.2 may be required to provide its email address, employer name and other information reasonably requested by the Issuer and represent to the Issuer (to the Issuer’s reasonable good faith satisfaction) that:
(i) it is a Holder of the Notes, a beneficial owner of the Notes, a bona fide prospective investor in the Notes, a bona fide market maker in the Notes affiliated with any Initial Purchaser or a bona fide securities analyst providing an analysis of investment in the Notes;
(ii) it will not use the information in violation of applicable securities laws or regulations;
(iii) it will keep such provided information confidential and will not communicate the information to any Person; and
(iv) it (1) will not use such information in any manner intended to compete with the business of the Issuer and its Subsidiaries and (2) is not a Person (which includes such Person’s Affiliates) that (A) is principally engaged in a Similar Business or (B) derives a significant portion of its revenues from operating or owning a Similar Business.
(v) Delivery of such reports, information and documents (including without limitation reports contemplated under this Section 3.2) to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Officer’s Certificates). The Trustee shall have no responsibility for the filing, timeliness or content of reports.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Issuer shall file with the SEC (unless the SEC will not accept such a filing), and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files or, in the case of a Form 6-K, furnishes (or attempts to file or furnish) them with the SEC),
(ai) within 90 days after the end of each fiscal year (or such shorter longer period as may be required permitted by the SECSEC if the Issuer were then subject to such SEC reporting requirements as a required filer, voluntary filer or otherwise), an annual reports report on Form 10-K or 20-F (or any successor or comparable formforms) containing the information required to be contained therein (or required in such successor or comparable form),, and
(bii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter longer period as may be required permitted by the SECSEC if the Issuer were then subject to such SEC reporting requirements as a required filer, voluntary filer or otherwise), reports a quarterly report on Form 10Q (10-Q or any successor or comparable form),
(c) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC), such other reports on Form 86-K (or any successor or comparable forms), including a Management’s Discussion and Analysis of Financial Condition and Results of Operations or substantially similar section (whether or not required by such form), and.
(db) The Issuer shall make the information required by Section 4.02
(a) available to prospective investors upon request. In addition, the Issuer shall, for so long as any other information, documents and other reports which Nalco Finance LLC would be required to file with the SEC if Notes remain outstanding during any period when it were is not subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC shall not be so obligated or otherwise permitted to file such reports with furnish the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall make available such with certain information pursuant to prospective purchasers of Securities, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC would be required to file such information with the SEC if it were subject to Section 13 or 15(dRule 12g3-2(b) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers shall also furnish to Holders, securities analysts Holders and prospective investors investors, upon request their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act.
(c) Notwithstanding the foregoing Sections 4.02(a) and (b), the Issuer will be deemed to have furnished the reports required by Sections 4.02(a) and (b) to the Trustee, the Holders and prospective investors if it or any Parent of the Issuer has filed (or, in the case of a Form 6-K, furnished) such reports with the SEC via the XXXXX filing system and such reports are publicly available or if it has posted such information on a secure internet portal (provided that if posted to a secure internet portal, the Issuer will separately electronically deliver such reports to the Trustee).
(d) The Issuer may satisfy its obligations under this Section 4.02 with respect to all reports and financial information relating to the Issuer and its Subsidiaries by furnishing reports and financial information relating to any Parent; provided that, the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer and the Subsidiary Guarantors, if any, on a stand-alone basis, on the other hand. No report furnished pursuant to this Indenture shall be required to include information or certifications called for by Items 10(e), 307, 308, 402, 405, 406, 407 and 601 of Regulation S-K promulgated by the SEC or Rules 3-05, 3-10 and 3-16 of Regulation S-X promulgated by the SEC. Any default resulting from a failure to comply with this covenant shall automatically be deemed cured by the filing or making available of a report meeting the requirements of this covenant.
(e) In the event that the Issuer changes its fiscal year end from the fiscal year end used by the Issuer as of the Issue Date, the Issuer shall promptly give notice of such change to the Trustee.
(f) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only only, and the Trustee's ’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' ’ compliance with any of its their covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' ’ Certificates).
Appears in 1 contract
Samples: Indenture (Intelsat S.A.)
Reports and Other Information. Notwithstanding (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Issuer will furnish to the holders (with a copy to the Trustee), or file electronically with the SEC through the SEC’s Electronic Data Gathering, Analysis and Retrieval System (or any successor system) (“XXXXX”), within the time periods specified in the SEC’s rules and regulations (after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act):
(i) all quarterly and annual information that Nalco Finance LLC may would be required to be contained in reports on Forms 10-Q and 10-K (or any successor or comparable form) required to be filed with the SEC if the Issuer were required to file such reports, 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 Issuer’s independent registered public accounting firm; and
(ii) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor or comparable form) if the Issuer were required to file such reports. The financial information required by Section 4.02(a)(i) will not be required to include a footnote presenting the condensed consolidating financial information specified in Rule 3-10 of Regulation S-X promulgated by the SEC (or any successor provisions), but will require disclosure of the revenues and indebtedness of the non-Guarantors whose results are required to be consolidated for the purposes of presentation in accordance with GAAP of consolidated financial statements of the Issuer and its subsidiaries for any of the periods presented in such financial information.
(b) If the Issuer does not file reports containing such information with the SEC, then the Issuer will deliver such information and reports to the Trustee and make available such information and such reports to any noteholders, bona fide prospective investors, market makers affiliated with any Initial Purchaser, and any bona fide securities analyst by posting such information on Intralinks or any comparable password-protected online data system which will require a confidentiality acknowledgment, and will make such information readily available to any noteholders, bona fide prospective investors, market makers affiliated with any Initial Purchaser, and any bona fide securities analyst who (i) agrees to treat such information as confidential or (ii) accesses such information on Intralinks or any comparable password-protected online data system which will require a confidentiality acknowledgment; provided that the Issuer shall post such information thereon and make readily available any password or other login information to any such noteholders, bona fide prospective investors, market makers affiliated with any Initial Purchaser and any bona fide securities analyst.
(c) In addition, the Issuer shall, for so long as any Notes remain outstanding during any period when it is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant permitted to rules and regulations promulgated by furnish the SEC, Nalco Finance LLC shall file SEC with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),
(a) within 90 days after the end of each fiscal year (or such shorter period as may be information required by this Section 4.02, furnish to noteholders, bona fide prospective investors, market makers affiliated with any Initial Purchaser of the SEC)Notes, annual reports on Form 10K (or and any successor or comparable form) containing bona fide securities analyst, upon their request, the information required to be contained therein (delivered pursuant to Rule 144A(d)(4) under the Securities Act. For purposes of this Section 4.02, any prospective investor or required in such successor or comparable form),
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may securities analyst shall be required by the SEC), reports on Form 10Q (or any successor or comparable form),
(c) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC), such other reports on Form 8K (or any successor or comparable form), anddeemed “bona fide” if it certifies it is “bona fide.”
(d) any other information, documents and other reports which Nalco Finance LLC would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall make available such information to prospective purchasers of Securities, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC the Issuer and any direct or indirect parent company of Nalco Finance LLC the Issuer to report at such parent entity's ’s level on a consolidated basis and
(ii) and such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLCthe Issuer, such consolidated or
(ii) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, consolidating reporting at such the parent entity's ’s level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall the Issuer will satisfy this Section 4.02. The Issuers shall also furnish , and the Issuer is permitted to Holders, securities analysts and prospective investors upon request satisfy its obligations in this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by information that explains the differences between the information required relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(e) Notwithstanding the foregoing, the Issuer will be delivered pursuant deemed to Rule 144 have furnished the reports referred to in this Section 4.02 to the Trustee and Rule 144A(d)(4the holders if the Issuer has filed such reports with the SEC via XXXXX and such reports are publicly available, it being understood that the Trustee shall have no responsibility to determine if such information is publicly available.
(f) under the Securities Act. Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only only, and the Trustee's ’s receipt of such thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Issuer’s compliance with any of its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) conclusively on Officers' Officer’s Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuer’s compliance with the covenants or with respect to any reports or other documents filed with the SEC or XXXXX or any other website under this Indenture.
Appears in 1 contract
Samples: Indenture (Interface Inc)
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Issuer shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),dates set forth below:
(a1) within 90 days after the end of each fiscal year (or such shorter period as may Fiscal Year, all financial information that would be required by the SEC), to be contained in an annual reports report on Form 10K (-K, or any successor or comparable form) containing , filed with the information required to be contained therein (or required in such successor or comparable form),SEC, including a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements by the Issuer’s independent registered public accounting firm;
(b2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may Fiscal Year, all financial information that would be required by the SEC), reports to be contained in a quarterly report on Form 10Q (10-Q, or any successor or comparable form),, filed with the SEC;
(c3) promptly from time to time after the occurrence of an event all current reports that would be required to be therein reported (and in any event within filed with the time period specified for filing current reports SEC on Form 8K by the SEC)-K, such other reports on Form 8K (or any successor or comparable form), if the Issuer were required to file such reports; and
(d4) any other information, documents and other reports which Nalco Finance LLC the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; providedin each case, howeverin a manner that complies in all material respects with the requirements specified in such form. Notwithstanding the foregoing, that Nalco Finance LLC the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall make so long as the Issuer makes available such information to prospective purchasers of SecuritiesNotes, in addition to providing such information to the Trustee and the HoldersHolders of the Notes, in each case within 15 days after case, at the time Nalco Finance LLC Issuer’s expense and by the applicable date the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding provisosentence. To the extent any such information is not so filed or furnished, if Nalco Finance LLC has not as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time failed and any Default with respect thereto shall be deemed to comply with its obligations to consummate an exchange offer (or a shelf registrationhave been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal, premium, if applicable) pursuant any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. In addition, to the Registration Agreementextent not satisfied by the foregoing, such reports need not include the Issuer shall, for so long as any financial statements for full fiscal years ended on or prior to December 31Notes are outstanding, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers shall also furnish to Holders, Holders and to securities analysts and prospective investors investors, upon request their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act.
(b) Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to the immediately preceding paragraph, the Issuer shall also post copies of such information required by the immediately preceding paragraph on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access shall be given to holders, prospective investors in the Notes (which prospective investors shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act or non-U.S. persons (as defined in Regulation S under the Securities Act) that certify their status as such to the reasonable satisfaction of the Issuer), and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. The Trustee shall have no responsibility for determining whether or not such information has been posted. The Issuer shall hold quarterly conference calls that are publicly accessible after the Issuer’s financial statements for the prior fiscal period have been made available, beginning when financial statements for the year ended December 31, 2010 have been made available pursuant to this covenant; provided that such conference calls shall be held no later than five Business Days after the date that such financial statements are required to be made available. No fewer than three Business Days prior to the date of the conference call required to be held in accordance with the preceding sentence, the Issuer shall issue a press release to the appropriate U.S. wire services announcing the time and the date of such conference call and directing the beneficial owners of, and prospective investors in, the Notes and securities analysts to contact an individual at the Issuer (for whom contact information shall be provided in such press release) to obtain information on how to access such conference call. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) conclusively on Officers' Officer’s Certificates).
(c) In the event that any direct or indirect parent company of the Issuer becomes a guarantor of the Notes, the Issuer shall be deemed to have satisfied the requirements of this section if such parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Issuer is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such parent; provided that such financial statements are accompanied by consolidating financial information for such parent, the Issuer, the Subsidiary Guarantors and the Non-Guarantor Subsidiaries in the manner prescribed by the SEC to the extent such financial information would be required by the SEC.
(d) Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the offering of the Exchange Notes or the effectiveness of the Shelf Registration Statement by the filing with the SEC of any registration statement relating to the exchange offer pursuant to the Registration Rights Agreement or other filing, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act.
Appears in 1 contract
Reports and Other Information. Notwithstanding that Nalco Finance LLC the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SECCommission, Nalco Finance LLC the Issuer shall (x) file with the SEC Commission and (and y) provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),following information:
(a) within 90 days after the end of each fiscal year (or such shorter period as may be required by the SEC)year, annual reports on Form 10K (or any successor or comparable form) containing the financial information that would be required to be contained therein in a filing with the Commission on Form 10-K (or other than the information required in by items 307 and 308 of Regulation S-K) if the Issuer were required to file such successor or comparable a form),, including (i) a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (ii) a report on the annual financial statements by the Issuer’s certified independent accountants, and
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may commencing with the fiscal quarter ending June 30, 2005, all quarterly information that would be required by the SEC), reports on Form 10Q (or any successor or comparable form),
(c) promptly from time to time after the occurrence of an event required to be therein reported contained in a filing with the Commission on Form 10-Q (other than the information required by items 307 and 308 of Regulation S-K) if the Issuer were required to file such a form, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; provided, however, that the Issuer shall not be so obligated to file such reports with the Commission if the Commission does not permit such filing, in any which event the Issuer shall make available such information to securities analysts and prospective investors upon request, in addition to providing such information to the Trustee and the Holders, within 15 days after the time period specified for filing current reports on Form 8K by the SEC), such other reports on Form 8K (or any successor or comparable form), and
(d) any other information, documents and other reports which Nalco Finance LLC Issuer would be required to file such information with the SEC Commission if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall make available such information to prospective purchasers of Securities, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers Issuer 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 ActAct (it being acknowledged and agreed that, prior to the first date on which information is required to be provided under this Section 4.02, the information contained in the Offering Memorandum is sufficient for this purpose). Delivery Notwithstanding the foregoing, the requirements described in this Section 4.02 shall be deemed to satisfy the Issuer’s delivery obligations to the Holders (i) prior to the commencement of the Registered Exchange Offer pursuant to the Registration Rights Agreements or the effectiveness of the Shelf Registration Statement contemplated thereby (A) by the filing with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act and (B) by posting of the information and reports referred to in clauses (a) and (b) above on the Issuer’s website or one maintained on its behalf for such purpose shall be deemed to satisfy the Issuer’s delivery obligations to the Holders; provided that the Issuer shall use reasonable efforts to inform Holders of the availability of such information and reports, information which may be satisfied by, among other things, a press release on any national business press release wire service and documents (ii) following the consummation of the Registered Exchange Offer pursuant to the Trustee is for informational purposes only and Registration Rights Agreement or the Trustee's receipt effectiveness of such the Exchange Offer Registration Statement, availability of the foregoing materials on the Commission’s EXXXX service shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including be deemed to satisfy the Issuers' compliance with any of its covenants hereunder (as Issuer’s delivery obligation to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates)Holders.
Appears in 1 contract
Samples: Indenture (Orbimage Inc)
Reports and Other Information. Notwithstanding that Nalco Finance LLC the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),
(a) within 90 days after the end of each fiscal year (or such shorter longer period as may be required permitted by the SECSEC if the Company were then subject to such SEC reporting requirements as a non-accelerated filer), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form)) including, without limitation, a management’s discussion and analysis of financial information,
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter longer period as may be required permitted by the SECSEC if the Company were then subject to such SEC reporting requirements as a non-accelerated filer), quarterly reports on Form 10Q 10-Q (or any successor or comparable form)) containing the information required to be contained therein (or required in such successor or comparable form) including, without limitation, a management’s discussion and analysis of financial information,
(c) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8-K by the SEC), such other reports on Form 8-K (or any successor or comparable form), and
(d) any other information, documents and other reports which Nalco Finance LLC that the Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC the Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC the Company shall make available put such information to prospective purchasers of Securitieson its website, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC the Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided. For the avoidance of doubt, further, that notwithstanding the foregoing obligations of the Company under this Section 4.02 shall commence with respect to the full Company’s first fiscal year ending December 31quarter that ends after the Issue Date. Notwithstanding the foregoing, 2003, Nalco Finance LLC may deliver the Company will be deemed to have furnished such reports referred to above to the Trustee and the report described in clause Holders if the Company or any direct or indirect parent of the Company (aincluding Holdings) above at any time on or prior to May 15, 2004 and, has filed such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to via the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, XXXXX filing system and such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circularare publicly available. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC the Company (including Holdings) to report at such parent entity's ’s level on a consolidated basis and
(ii) and such parent entity of Nalco Finance LLC the Company is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLCthe Company, or
(ii) such parent entity is or becomes a Guarantor of the Notes, such consolidated reporting at such parent entity's ’s level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall the Company will satisfy this Section 4.02. The Issuers shall also furnish to Holders; provided that, securities analysts and prospective investors upon request such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information required relating to be delivered pursuant such direct or indirect parent and any of its Subsidiaries other than the Company and its Subsidiaries, on the one hand, and the information relating to Rule 144 the Company and Rule 144A(d)(4) under its Subsidiaries on a stand-alone basis, on the Securities Actother hand. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof7) on Officers' ’ Certificates).
Appears in 1 contract
Reports and Other Information. Notwithstanding that Nalco Finance LLC the Borrower may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Borrower shall file with the SEC (and provide the Trustee Administrative Agent and Holders Lenders with copies thereof, without cost to each HolderLender, within 15 days after it files them with the SEC),
(ai) within 90 days after the end of each fiscal year (or such shorter period as may be required by the SEC), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(bii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC), reports on Form 10Q 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(ciii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8-K by the SEC), such other reports on Form 8-K (or any successor or comparable form), and
(div) any other information, documents and other reports which Nalco Finance LLC the Borrower would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC the Borrower shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC the Borrower shall make available such information to prospective purchasers of Securities, in addition to providing such information to the Trustee Administrative Agent and the Holders, in each case Lenders within 15 days after the time Nalco Finance LLC the Borrower would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers 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. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates).
Appears in 1 contract
Samples: Second Lien Credit Agreement (Covalence Specialty Adhesives LLC)
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC RGHL or the Issuers may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC shall RGHL (and the Issuers) will file with the SEC (and provide the Trustee and Holders holders of the Senior Notes with copies thereof, without cost to each Holderholder, within 15 days after it files them with the SEC),):
(ai) within 90 days after the end of each fiscal year (or such shorter time period as may be required by specified in the SEC)’s rules and regulations, annual reports on Form 10K 20-F (or any successor or comparable form applicable to RGHL or the Issuers within the time period for non-accelerated filers to the extent such term is applicable to such form) containing the information required to be contained therein (or required in such successor or comparable form),; provided, however, that, prior to the filing of the Senior Notes Exchange Offer Registration Statement or the Senior Notes Shelf Registration Statement, as the case may be, such report shall not be required to contain any certification required by any such form or by law;
(bii) within 45 60 days after the end of each fiscal quarter, other than the fourth fiscal quarter of any year, the first three fiscal quarters of each fiscal year (or such shorter period as may information that would be required by the SEC), reports a report on Form 10Q 10-Q (or any successor or comparable formform applicable to RGHL or the Issuers) (which information, if RGHL and the Issuers are not required to file reports on Form 10-Q, will be filed on Form 6-K (or any successor or comparable form applicable to RGHL or the Issuers),); provided, however, that prior to the filing of the Senior Notes Exchange Offer Registration Statement or the Senior Notes Shelf Registration Statement, as the case may be, such report shall not be required to contain any certification required by any such form or by law; and
(ciii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC), such other reports on Form 8-K (or any successor or comparable formform applicable to RGHL or the Issuers), and
(d) any other information, documents and other reports which Nalco Finance LLC the information that would be required by a Form 8-K (or any successor or comparable form applicable to RGHL or the Issuers) (which information, if RGHL and the Issuers are not required to file with reports on Form 8-K will be filed on Form 6-K (or any successor or comparable form applicable to RGHL or the SEC if it were subject to Section 13 or 15(d) of the Exchange ActIssuers)); provided, however, that Nalco Finance LLC RGHL (and the Issuers) shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall RGHL (or the Issuers) will post the reports specified in the first sentence of this paragraph on its website within the time periods that would apply if RGHL were required to file those reports with the SEC. In addition, RGHL will make available such information to prospective purchasers of SecuritiesSenior Notes, in addition to providing such information to the Trustee and the Holdersholders of the Senior Notes, in each case within 15 days after the time Nalco Finance LLC RGHL would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided. Notwithstanding the foregoing, further, that notwithstanding RGHL and the Issuers may satisfy the foregoing reporting requirements (i) prior to the filing with the SEC of the Senior Notes Exchange Offer Registration Statement, or if the Senior Notes Exchange Offer Registration Statement is not filed within the applicable time limits pursuant to the Senior Notes Registration Rights Agreement, the Senior Notes Shelf Registration Statement, by providing the Trustee and the noteholders with (x) substantially the same information as would be required to be filed with the SEC by RGHL and the Issuers on Form 20-F (or any successor or comparable form applicable to RGHL or the Issuers) if they were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within 90 days after the end of the applicable fiscal year and (y) substantially the same information as would be required to be filed with the SEC by RGHL and the Issuers on Form 10-Q (or any successor or comparable form applicable to RGHL or the Issuers) if they were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within 60 days after the end of the applicable fiscal quarter and (ii) after filing with the SEC the Senior Notes Exchange Offer Registration Statement, or if the Senior Notes Exchange Offer Registration Statement is not filed within the applicable time limits pursuant to the Senior Notes Registration Rights Agreement, the Senior Notes Shelf Registration Statement, but prior to the effectiveness of the Senior Notes Exchange Offer Registration Statement or Senior Notes Shelf Registration Statement, by publicly filing with the SEC the Senior Notes Exchange Offer Registration Statement or Senior Notes Shelf Registration Statement, to the extent any such registration statement contains substantially the same information as would be required to be filed by RGHL and the Issuers if they were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, and by providing the Trustee and the noteholders with such registration statement (and amendments thereto) promptly following the filing with the SEC thereof.
(b) Notwithstanding the provisions of Section 4.02(a), the annual reports, information, documents and other reports filed with the SEC will include all of the information, with respect to the financial condition and results of operations of BP I and BP II on a combined basis separate from the financial condition and results of operations from RGHL on a consolidated basis, that RGHL, BP I and BP II are required, as of the Issue Date, to include in information, documents and other reports made available pursuant to the 2009 Indenture (such information, the “Required Financial Information”). If, at any time after the Issue Date, RGHL’s, BP I’s or BP II’s obligations to provide the Required Financial Information shall cease to be in full fiscal year ending December 31force and effect, 2003RGHL, Nalco Finance LLC may deliver BP I and BP II shall make available to the Trustee and the report described noteholders information substantially equivalent to the Required Financial Information as if their obligations to provide such information under the 2009 Indenture remained in clause full force and effect.
(ac) above at any time on or prior to May 15, 2004 and, such report may (xNotwithstanding the provisions of Sections 4.02(a) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that b), RGHL will be deemed to have furnished such reports referred to above to the purchase accounting therein is reflected on a preliminary basis Trustee and is subject to change and (iii) with respect to the holders of the Senior Notes if RGHL has filed such reports that Nalco Finance LLC is not required to file with the SEC via the XXXXX filing system and such reports are publicly available.
(d) So long as any of the Senior Notes remain outstanding and during any period during which BP I or the Issuers are not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g 3-2(b) of the immediately preceding provisoExchange Act, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant each Issuer will make available to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations holders of the SEC permit Nalco Finance LLC Senior Notes and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownershipprospective investors, directly or indirectlyupon their request, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers shall also furnish to Holders, securities analysts and prospective investors upon request the information required to be delivered pursuant to Rule 144 and by Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates).
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC RGHL or the Issuers may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC shall RGHL (and the Issuers) will file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),):
(ai) within 90 days after the end of each fiscal year (or such shorter time period as may be required by specified in the SEC)’s rules and regulations, annual reports on Form 10K 20-F (or any successor or comparable form applicable to RGHL or the Issuers within the time period for non-accelerated filers to the extent such term is applicable to such form) containing the information required to be contained therein (or required in such successor or comparable form),; provided, however, that, prior to the filing of the Senior Notes Exchange Offer Registration Statement or the Senior Notes Shelf Registration Statement, as the case may be, such report shall not be required to contain any certification required by any such form or by law;
(bii) within 45 60 days after the end of each fiscal quarter, other than the fourth fiscal quarter of any year, the first three fiscal quarters of each fiscal year (or such shorter period as may information that would be required by the SEC), reports a report on Form 10Q 10-Q (or any successor or comparable formform applicable to RGHL or the Issuers) (which information, if RGHL and the Issuers are not required to file reports on Form 10-Q, will be filed on Form 6-K (or any successor or comparable form applicable to RGHL or the Issuers),); provided, however, that prior to the filing of the Senior Notes Exchange Offer Registration Statement or the Senior Notes Shelf Registration Statement, as the case may be, such report shall not be required to contain any certification required by any such form or by law; and
(ciii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC), such other reports on Form 8-K (or any successor or comparable formform applicable to RGHL or the Issuers), and
(d) any other information, documents and other reports which Nalco Finance LLC the information that would be required by a Form 8-K (or any successor or comparable form applicable to RGHL or the Issuers) (which information, if RGHL and the Issuers are not required to file with reports on Form 8-K will be filed on Form 6-K (or any successor or comparable form applicable to RGHL or the SEC if it were subject to Section 13 or 15(d) of the Exchange ActIssuers)); provided, however, that Nalco Finance LLC RGHL (and the Issuers) shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall RGHL (or the Issuers) will post the reports specified in the first sentence of this paragraph on its website within the time periods that would apply if RGHL were required to file those reports with the SEC. In addition, RGHL will make available such information to prospective purchasers of SecuritiesSenior Notes, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC RGHL would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided. Notwithstanding the foregoing, further, that notwithstanding RGHL and the Issuers may satisfy the foregoing reporting requirements (i) prior to the filing with the SEC of the Senior Notes Exchange Offer Registration Statement, or if the Senior Notes Exchange Offer Registration Statement is not filed within the applicable time limits pursuant to the Senior Notes Registration Rights Agreement, the Senior Notes Shelf Registration Statement, by providing the Trustee and the noteholders with (x) substantially the same information as would be required to be filed with the SEC by RGHL and the Issuers on Form 20-F (or any successor or comparable form applicable to RGHL or the Issuers) if they were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within 90 days after the end of the applicable fiscal year and (y) substantially the same information as would be required to be filed with the SEC by RGHL and the Issuers on Form 10-Q (or any successor or comparable form applicable to RGHL or the Issuers) if they were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within 60 days after the end of the applicable fiscal quarter and (ii) after filing with the SEC the Senior Notes Exchange Offer Registration Statement, or if the Senior Notes Exchange Offer Registration Statement is not filed within the applicable time limits pursuant to the Senior Notes Registration Rights Agreement, the Senior Notes Shelf Registration Statement, but prior to the effectiveness of the Senior Notes Exchange Offer Registration Statement or Senior Notes Shelf Registration Statement, by publicly filing with the SEC the Senior Notes Exchange Offer Registration Statement or Senior Notes Shelf Registration Statement, to the extent any such registration statement contains substantially the same information as would be required to be filed by RGHL and the Issuers if they were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, and by providing the Trustee and the noteholders with such registration statement (and amendments thereto) promptly following the filing with the SEC thereof.
(b) Notwithstanding the provisions of Section 4.02(a), the annual reports, information, documents and other reports filed with the SEC will include all of the information, with respect to the financial condition and results of operations of BP I and BP II on a combined basis separate from the financial condition and results of operations from RGHL on a consolidated basis, that RGHL, BP I and BP II are required, as of the Issue Date, to include in information, documents and other reports made available pursuant to the 2009 Indenture (such information, the “Required Financial Information”). If, at any time after the Issue Date, RGHL’s, BP I’s or BP II’s obligations to provide the Required Financial Information shall cease to be in full fiscal year ending December 31force and effect, 2003RGHL, Nalco Finance LLC may deliver BP I and BP II shall make available to the Trustee and the report described noteholders information substantially equivalent to the Required Financial Information as if their obligations to provide such information under the 2009 Indenture remained in clause full force and effect.
(ac) above at any time on or prior to May 15, 2004 and, such report may (xNotwithstanding the provisions of Sections 4.02(a) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that b), RGHL will be deemed to have furnished such reports referred to above to the purchase accounting therein is reflected on a preliminary basis Trustee and is subject to change and (iii) with respect to the Holders if RGHL has filed such reports that Nalco Finance LLC is not required to file with the SEC via the XXXXX filing system and such reports are publicly available.
(d) So long as any of the Senior Notes remain outstanding and during any period during which BP I or the Issuers are not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g 3-2(b) of the immediately preceding provisoExchange Act, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant each Issuer will make available to the Registration AgreementHolders and to prospective investors, such reports need not include any financial statements for full fiscal years ended on or prior to December 31upon their request, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers shall also furnish to Holders, securities analysts and prospective investors upon request the information required to be delivered pursuant to Rule 144 and by Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates).
Appears in 1 contract
Samples: Senior Notes Indenture (Beverage Packaging Holdings (Luxembourg) IV S.a r.l.)
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC RYAM and the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC shall RYAM will file with the SEC (and upon written request provide the Trustee and Holders holders with copies thereof, without cost to each Holderholder, within 15 5 days after it files them with receipt of such request):
(i) within the time period specified in the SEC),
(a) within 90 days after the end of each fiscal year (or such shorter period as may be required by the SEC)’s rules and regulations for non-accelerated filers, annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(b) within 45 days after , except to the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may extent permitted to be required excluded by the SEC;
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers (except for any delay permitted by Rule 13a-13(a) promulgated under the Exchange Act), reports on Form 10Q 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),, except to the extent permitted to be excluded by the SEC; provided that such report for the fiscal quarter ending on June 30, 2014 shall not be required to be filed (or provided to the Trustee or the holders, if so requested) any earlier than 90 days after the end of such fiscal quarter;
(ciii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), except to the extent permitted to be excluded by the SEC; and
(div) subject to the foregoing, any other information, documents and other reports which Nalco Finance LLC RYAM would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC RYAM shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall RYAM will make available such information to prospective purchasers of Securities, Notes in addition to providing such information to the Trustee and the Holdersholders, in each case case, within 15 5 days after the time Nalco Finance LLC RYAM would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange ActAct as provided above; provided, further, that notwithstanding such reports will not be required to contain the foregoing with respect to separate financial information for the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to Company or the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Guarantors contemplated by Rule 3-10 of under Regulation S-X promulgated by the SEC (or any successor provision); provided, however, that textual disclosure of assets, revenue, EBITDA and liabilities of non-Guarantors (yif any) indicate that shall be included. In addition to providing such information to the purchase accounting therein is reflected on a preliminary basis Trustee, RYAM shall make available to the holders, prospective investors, market makers affiliated with any initial purchaser of the Notes and is subject securities analysts the information required to change be provided pursuant to the foregoing clauses (i), (ii) and (iii) with respect ), by posting such information to reports its website or on IntraLinks or any comparable online data system or website, it being understood that Nalco Finance LLC is not required the Trustee shall have no responsibility to file with determine if such information has been posted on any website. If RYAM or the SEC pursuant to the immediately preceding provisoCompany has designated any of their Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer taken together as one Subsidiary, would constitute a Significant Subsidiary of RYAM, then the annual and quarterly information required by clauses (or i) and (ii) of this Section 4.02(a) shall include a shelf registrationreasonably detailed presentation, if applicable) pursuant to either on the Registration Agreement, such reports need not include any face of the financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. footnotes thereto, of the financial condition and results of operations of RYAM, the Company and the Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries.
(b) In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC RYAM and any direct or indirect parent company of Nalco Finance LLC RYAM to report at such parent entity's ’s level on a consolidated basis and
(ii) and such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLCRYAM, such consolidated or
(ii) any direct or indirect parent of RYAM is or becomes a Guarantor of the Notes, consolidating reporting at such parent entity's ’s level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall RYAM will satisfy this Section 4.02. The Issuers shall also furnish , and RYAM is permitted to Holderssatisfy its obligations in this Section 4.02 with respect to financial information relating to RYAM by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than RYAM and its Subsidiaries, securities analysts on the one hand, and the information relating to RYAM and its Subsidiaries on a standalone basis, on the other hand.
(c) In addition, RYAM will make such information available to prospective investors upon request request. In addition, RYAM shall, after the Distribution Date and for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. .
(d) Notwithstanding the foregoing, RYAM will be deemed to have furnished the reports referred to in this Section 4.02 to the Trustee and the holders if RYAM has filed such reports with the SEC via the XXXXX filing system and such reports are publicly available, it being understood that the Trustee shall have no responsibility to determine if such information has been posted on any website.
(e) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only only, and the Trustee's ’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including RYAM’s or the Issuers' Company’s compliance with any of its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' ’ Certificates).
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Issuer shall file with the SEC (and provide make available to the Trustee and Holders with copies thereofof the Notes (without exhibits), without cost to each any Holder, within 15 days after it the Issuer files them with the SEC)) from and after the Issue Date,
(ai) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year (or such shorter period as may be required by the SEC)year, annual reports on Form 10K (-K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form),;
(bii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC)year, reports on Form 10Q (10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form),;
(ciii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC)reported, such other reports on Form 8K (-K, or any successor or comparable form), ; and
(div) any other information, documents and other reports which Nalco Finance LLC the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, in each case in a manner that Nalco Finance LLC complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC the Issuer shall make available such information to prospective purchasers of SecuritiesNotes, which obligation may be satisfied by posting such reports on the website of the Issuer and its Subsidiaries, in addition to providing such information to the Trustee and the HoldersHolders of the Notes, in each case within 15 days after the time Nalco Finance LLC the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided. In addition, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31extent not satisfied by the foregoing, 2003the Issuer shall, Nalco Finance LLC may deliver for so long as any Notes are outstanding, furnish or otherwise make available to the Trustee the report described in clause (a) above at any time on or prior Holders and to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers shall also furnish to Holders, securities analysts and prospective investors investors, upon request their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act.
(b) In the event that any direct or indirect parent company of the Issuer becomes a Guarantor of the Notes, the Issuer may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' ’ Certificates).
Appears in 1 contract
Samples: Indenture (First Data Corp)
Reports and Other Information. Notwithstanding that Nalco Finance LLC may not be (a) So long as any Notes are outstanding, unless the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActAct and otherwise complies with such reporting requirements, or otherwise report on an the Company must provide without cost in electronic format to the Trustee and the Holders:
(i) within 45 days of the end of any fiscal quarter (other than any fiscal quarter end that coincides with the end of a fiscal year), all quarterly and, within 90 days of the end of any fiscal year, annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant financial statements (including footnote disclosure) that would be required to rules and regulations promulgated by the SEC, Nalco Finance LLC shall file be contained in a filing with the SEC on Forms 10-Q and 10-K, as applicable, if the Company were required to file these Forms (and provide other than separate financial statements of any Subsidiary of the Trustee and Holders with copies thereof, without cost Company that would be due solely to each Holder, within 15 days after it files them with the SEC),
(a) within 90 days after fact that such Subsidiary’s securities secure the end of each fiscal year (or such shorter period Notes as may be required by Rule 3-16 of Regulation S-X under the SEC), annual reports on Form 10K Securities Act (or any successor or comparable form) containing regulation)), and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information required to be contained therein (or required in such successor or comparable form),only, a report on the annual financial statements by the Company’s certified independent accountants; and
(bii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year 15 Business Days (or such shorter period as may be required by the SEC), reports on longer time if permitted under Form 10Q (or any successor or comparable form),
(c8-K) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing reported, all current reports on Form 8K by the SEC), such other reports on Form 8K (or any successor or comparable form), and
(d) any other information, documents and other reports which Nalco Finance LLC that would be required to file be filed with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC shall not be so obligated to file such reports with the SEC on Form 8-K if the SEC does not permit such filing, in which event Nalco Finance LLC shall make available such information to prospective purchasers of Securities, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC would be Company were required to file these reports to the extent such information with reports relate to the SEC if it were subject occurrence of any event which would require an 8-K to Section 13 or 15(d) of be filed (except to the Exchange Act; provided, further, extent the Company reasonably and in good faith determines that notwithstanding the foregoing with such an event is not material in any respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to Holders of the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicableNotes) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included following Items set forth in the Offering Circular. In the event that:
instruction to Form 8-K: (i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on Item 1.01 Entry into a consolidated basis and
Material Definitive Agreement; (ii) such parent entity Item 1.02 Termination of Nalco Finance LLC is not engaged a Material Definitive Agreement; (iii) Item 1.03 Bankruptcy or Receivership, (iv) Item 2.01 Completion of Acquisition or Disposition, (v) Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement, (vi) Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, (vii) Item 2.05 Costs Associated with Exit or Disposal Activities, (viii) Item 2.06 Material Impairment, (ix) Item 4.01 Change in any business Certifying Accountant, (x) Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, (xi) Item 5.01 Change in any material respect other than incidental to its ownershipControl, directly or indirectly(xii) Item 5.02 (a), of the capital stock of Nalco Finance LLC(b), such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers shall also furnish to Holders, securities analysts (c)(1) and prospective investors upon request the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificatesd)(1)-(3).
Appears in 1 contract
Samples: Indenture (PBF Energy Inc.)
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC RGHL or the Issuers may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC shall RGHL (and the Issuers) will file with or furnish to the SEC (and provide the Trustee and Holders holders of the Senior Secured Notes with copies thereof, without cost to each Holderholder, within 15 days after it files them or furnishes them, as the case may be, with the SEC),):
(ai) within 90 days after the end of each fiscal year (or such shorter time period as may be required by specified in the SEC)’s rules and regulations, annual reports on Form 10K 20-F (or any successor or comparable form applicable to RGHL or the Issuers within the time period for non-accelerated filers to the extent such term is applicable to such form) containing the information required to be contained therein (or required in such successor or comparable form),; provided, however, that, prior to the effectiveness of the Senior Secured Notes Exchange Offer Registration Statement or the Senior Secured Notes Shelf Registration Statement, as the case may be, such report shall not be required to contain any certification required by any such form or by law;
(bii) within 45 60 days after the end of each fiscal quarter, other than the fourth fiscal quarter of any year, the first three fiscal quarters of each fiscal year (or such shorter period as may information that would be required by the SEC), reports a report on Form 10Q 10-Q (or any successor or comparable formform applicable to RGHL or the Issuers) (which information, if RGHL and the Issuers are not required to file reports on Form 10-Q, will be furnished on Form 6-K (or any successor or comparable form applicable to RGHL or the Issuers),); provided, however, that prior to the effectiveness of the Senior Secured Notes Exchange Offer Registration Statement or the Senior Secured Notes Shelf Registration Statement, as the case may be, such report shall not be required to contain any certification required by any such form or by law; and
(ciii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC), such other reports on Form 8-K (or any successor or comparable formform applicable to RGHL or the Issuers), and
(d) any other information, documents and other reports which Nalco Finance LLC the information that would be required by a Form 8-K (or any successor or comparable form applicable to RGHL or the Issuers) (which information, if RGHL and the Issuers are not required to file with reports on Form 8-K will be furnished on Form 6-K (or any successor or comparable form applicable to RGHL or the SEC if it were subject to Section 13 or 15(d) of the Exchange ActIssuers)); provided, however, that Nalco Finance LLC RGHL (and the Issuers) shall not be so obligated to file or furnish such reports with the SEC if the SEC does not permit such filingfiling or furnishing, in which event Nalco Finance LLC shall RGHL (or the Issuers) will post the reports specified in the first sentence of this paragraph on its website within the time periods that would apply if RGHL were required to file those reports with the SEC. In addition, RGHL will make available such information to prospective purchasers of SecuritiesSenior Secured Notes, in addition to providing such information to the Trustee and the Holdersholders of the Senior Secured Notes, in each case within 15 days after the time Nalco Finance LLC RGHL would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided. Notwithstanding the foregoing, further, that notwithstanding RGHL and the Issuers may satisfy the foregoing reporting requirements (i) prior to the filing with the SEC of the Senior Secured Notes Exchange Offer Registration Statement, or if the Senior Secured Notes Exchange Offer Registration Statement is not filed within the applicable time limits pursuant to the Senior Secured Notes Registration Rights Agreement, the Senior Secured Notes Shelf Registration Statement, by providing the Trustee and the secured noteholders with (x) substantially the same information as would be required to be filed with the SEC by RGHL and the Issuers on Form 20-F (or any successor or comparable form applicable to RGHL or the Issuers) if they were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within 90 days after the end of the applicable fiscal year and (y) substantially the same information as would be required to be filed with the SEC by RGHL and the Issuers on Form 10-Q (or any successor or comparable form applicable to RGHL or the Issuers) if they were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within 60 days after the end of the applicable fiscal quarter and (ii) after filing with the SEC the Senior Secured Notes Exchange Offer Registration Statement, or if the Senior Secured Notes Exchange Offer Registration Statement is not filed within the applicable time limits pursuant to the Senior Secured Notes Registration Rights Agreement, the Senior Secured Notes Shelf Registration Statement, but prior to the effectiveness of the Senior Secured Notes Exchange Offer Registration Statement or Senior Secured Notes Shelf Registration Statement, by publicly filing with the SEC the Senior Secured Notes Exchange Offer Registration Statement or Senior Secured Notes Shelf Registration Statement, to the extent any such registration statement contains substantially the same information as would be required to be filed by RGHL and the Issuers if they were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, and by providing the Trustee and the noteholders with such registration statement (and amendments thereto) promptly following the filing with the SEC thereof.
(b) Notwithstanding the provisions of Section 4.02(a), the annual reports, information, documents and other reports filed or furnished with the SEC will include all of the information, with respect to the financial condition and results of operations of BP I and BP II on a combined basis separate from the financial condition and results of operations from RGHL on a consolidated basis, that RGHL, BP I and BP II are required, as of the Issue Date, to include in information, documents and other reports made available pursuant to the 2009 Indenture (such information, the “Required Financial Information”). If, at any time after the Issue Date, RGHL’s, BP I’s or BP II’s obligations to provide the Required Financial Information shall cease to be in full fiscal year ending December 31force and effect, 2003RGHL, Nalco Finance LLC may deliver BP I and BP II shall make available to the Trustee and the report described noteholders information substantially equivalent to the Required Financial Information as if their obligations to provide such information under the 2009 Indenture remained in clause full force and effect.
(ac) above at any time on or prior to May 15, 2004 and, such report may (xNotwithstanding the provisions of Sections 4.02(a) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that b), RGHL will be deemed to have filed or furnished such reports referred to above to the purchase accounting therein is reflected on a preliminary basis Trustee and is subject to change and (iii) with respect to the holders of the Senior Secured Notes if RGHL has filed such reports that Nalco Finance LLC is not required to file with the SEC via the XXXXX filing system and such reports are publicly available.
(d) So long as any of the Senior Secured Notes remain outstanding and during any period during which BP I or the Issuers are not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g 3-2(b) of the immediately preceding provisoExchange Act, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant each Issuer will make available to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations holders of the SEC permit Nalco Finance LLC Senior Secured Notes and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownershipprospective investors, directly or indirectlyupon their request, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers shall also furnish to Holders, securities analysts and prospective investors upon request the information required to be delivered pursuant to Rule 144 and by Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates).
Appears in 1 contract
Samples: Senior Secured Notes Indenture (Beverage Packaging Holdings (Luxembourg) v S.A.)
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC Holdings III may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or that Holdings III does not otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC Holdings III shall file with the SEC (and provide make available to the Trustee and Holders with copies thereofof the Notes (without exhibits), without cost to each any Holder, within 15 days after it files them with the SEC)) from and after the Issue Date,
(a1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year (or such shorter period as may be required by the SEC)year, annual reports on Form 10K (-K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form),;
(b2) within 45 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer) after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC)year, reports on Form 10Q (10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form),;
(c3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC)reported, such other reports on Form 8K (-K, or any successor or comparable form), ; and
(d4) any other information, documents and other reports which Nalco Finance LLC Holdings III would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case, in a manner that complies in all material respects with the requirements specified in such form (assuming Holdings III were a U.S. person with only unsecured debt registered under the Securities Act); provided, however, that Nalco Finance LLC Holdings III shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall Holdings III will make available such information to prospective purchasers of SecuritiesNotes, in addition to providing such information to the Trustee and the HoldersHolders of the Notes, in each case within 15 days after the time Nalco Finance LLC Holdings III would be required to file such information with the SEC SEC, if it were subject to Section Sections 13 or 15(d) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers 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. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its the covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Officer’s Certificates). In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, Holdings III shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(b) For so long as Parent, Holdings II or any other direct or indirect parent company of Holdings III is a Guarantor, Holdings III shall be permitted to satisfy its obligations under this Section 4.03 with respect to financial information relating to Holdings III by furnishing financial information relating to Parent, Holdings II or such other parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Parent, Holdings II or such other parent, on the one hand, and the information relating to Holdings III and its Restricted Subsidiaries on a standalone basis, on the other hand or, at Holdings III’s option, substantially in the form required by Rule 3-10(d) of Regulation S-X or any successor thereto.
(c) Notwithstanding anything herein to the contrary, Holdings III will not be deemed to have failed to comply with any of its obligations under this Section 4.03 for purposes of clause (3) under Section 6.01 until 120 days after the date any report is due under this Section 4.03.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC the Borrower may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Borrower shall file with the SEC (and provide make available to the Trustee and Holders with copies thereofAdministrative Agent for the benefit of the Lenders (without exhibits), without cost to each Holderthe Administrative Agent or any Lender, within 15 days after it files them with the SEC)) from and after the Closing Date,
(aA) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year (or such shorter period as may be required by the SEC)year, annual reports on Form 10K (-K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form),;
(bB) within 45 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer) after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC)year, reports on Form 10Q (10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form),;
(cC) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC)reported, such other reports on Form 8K (-K, or any successor or comparable form), ; and
(dD) any other information, documents and other reports which Nalco Finance LLC the Borrower would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; providedin each case, however, in a manner that Nalco Finance LLC complies in all material respects with the requirements specified in such form; provided that the Borrower shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC the Borrower shall make available such information to prospective purchasers the Administrative Agent for the benefit of Securities, in addition to providing such information to the Trustee and the HoldersLenders, in each case within 15 days after the time Nalco Finance LLC the Borrower would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided. In addition, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31extent not satisfied by the foregoing, 2003for so long as any Loans are outstanding, Nalco Finance LLC may deliver the Borrower shall furnish to the Trustee Administrative Agent for the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations benefit of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownershipLenders, directly or indirectly, upon the request of the capital stock of Nalco Finance LLCAdministrative Agent or any Lender, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers 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 of the Securities Act. Delivery .
(b) In the event that any direct or indirect parent company of the Borrower becomes a guarantor of the Loans, the Borrower shall be permitted to satisfy its obligations under this Section 6.01 with respect to financial information relating to the Borrower by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Borrower and its Restricted Subsidiaries on a standalone basis, on the other hand.
(c) Notwithstanding the foregoing, the requirements of this Section 6.01 shall be deemed satisfied by posting on its website or providing to the Administrative Agent within 15 days of the time periods after the Borrower would have been required to file annual and interim reports with the SEC (which for the first quarterly report required to be posted or provided after the Closing Date shall be 60 days after the end of the applicable fiscal quarter), the financial information (including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section) that would be required to be included in such reports, information subject to exceptions permitted to be made and documents made in connection with such reports under the Existing Senior Notes Indenture, to the Trustee extent filed within the times specified above.
(d) At any time that any of the Borrower’s Subsidiaries are Unrestricted Subsidiaries, then any “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or other comparable section shall provide, to the extent permitted by the rules and regulations of the SEC, an analysis and discussion of the material differences with respect to the financial condition and results of operations of the Borrower and its Restricted Subsidiaries as compared to the Borrower and its Subsidiaries (including such Unrestricted Subsidiaries).
(e) Notwithstanding the foregoing, as long as the Borrower (i) is for informational purposes only not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and (ii) owns no material assets other than the Capital Stock of Bausch & Lomb and its Restricted Subsidiaries, the Borrower may satisfy its obligations under this Section 6.01 by making available in accordance with clause (c) above the reports and other information required under Section 4.03 of the Existing Senior Notes Indenture (or any comparable provision of any Refinancing Indebtedness issued in respect thereof), along with an unaudited summary of the unconsolidated assets, liabilities, revenues and expenses of the Borrower.
(f) The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders through the Platform and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Trustee's receipt Lenders to treat such Borrower Materials as not containing any material nonpublic information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not constitute constructive notice marked “PUBLIC” as being suitable only for posting on a portion of any information contained therein or determinable from information contained thereinthe Platform not designated “Public Investor.”
(g) Notwithstanding anything to the contrary in this Agreement, including the Issuers' compliance Borrower will not be deemed to have failed to comply with any of its covenants hereunder obligations under this Section 6.01 for purposes of clause (as to c) of Section 8.01 hereof until 90 days after the date on which the Trustee any report is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates)due under this Section 6.01.
Appears in 1 contract
Samples: Credit Agreement (WP Prism Inc.)
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC Holdings may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC shall so long as any Loans are outstanding, Holdings will file with the SEC (from and provide after the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),Closing Date:
(ai) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year (or such shorter period as may be required by the SEC)year, annual reports on Form 10K (-K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form),;
(bii) within 45 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer) after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC)year, quarterly reports on Form 10Q (10-Q, or any successor or comparable form),, containing the information required to be contained therein, or required in such successor or comparable form; and
(ciii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC)reported, such other reports on Form 8K (-K, or any successor or comparable form); in each case, and
(d) any other information, documents and other reports which Nalco Finance LLC would be required to file in a manner that complies in all material respects with the SEC if it were subject to Section 13 or 15(d) of the Exchange Actrequirements specified in such form; provided, however, provided that Nalco Finance LLC Holdings shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall Holdings will make available such information to Lenders, prospective purchasers of Securitieslenders, in addition to providing such information to the Trustee securities analysts and the Holdersprospective investors, in each case within 15 days after the time Nalco Finance LLC Holdings would be required to file such information with the SEC SEC, if it were subject to Section 13 or 15(d) of the Exchange Act; provided. In addition, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31extent not satisfied by the foregoing, 2003Holdings will, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at for so long as any time on or prior to May 15Loans are outstanding, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers shall also furnish to Holders, Lenders and to securities analysts and prospective investors investors, upon request their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with .
(b) If Holdings has designated any of its covenants hereunder Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of Holdings, then the annual and quarterly information required by Section 9.1(a) shall include a presentation of selected financial metrics (in Holdings’ sole discretion) of such Unrestricted Subsidiaries as a group in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
(c) Notwithstanding the foregoing, the requirements in this Section 9.1 shall be deemed satisfied by Holdings if Holdings furnishes financial information relating to which any parent entity of Holdings; provided, however, that the Trustee same is entitled accompanied by selected financial metrics (in the Borrower’s sole discretion) that show the differences between the information relating to rely exclusively such parent, on the one hand, and the information relating to Holdings and the Restricted Subsidiaries on a standalone basis, on the other hand.
(subject d) To the extent any information is not provided within the time periods specified in this Section 9.1 and such information is subsequently provided, Holdings will be deemed to Article 7 hereof) on Officers' Certificates)have satisfied its delivery obligations with respect to its delay in delivery at such time and any Default with respect thereto shall be deemed to have been cured.
Appears in 1 contract
Reports and Other Information. Notwithstanding that Nalco Finance LLC the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),
, (ai) within 90 days after the end of each fiscal year (or such shorter period as may be required by the SEC)year, annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
, (bii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC)year, reports on Form 10Q 10-Q (or any successor or comparable form),
, (ciii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC)reported, such other reports on Form 8-K (or any successor or comparable form), and
and (div) any other information, documents and other reports which Nalco Finance LLC the Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC the Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall the Company will make available such information to prospective purchasers of Securities, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC the Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; . Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the earlier of (i) 90 days after the Closing Date and (ii) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement, by the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement, with such financial information that satisfies Regulation S-X of the Securities Act, provided, furtherhowever, that notwithstanding in order for the foregoing provisions of clause (i) above to be deemed satisfied with respect to the full fiscal year ending ended December 3129, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and1998, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (Exchange Offer Registration Statement or a shelf registration, if applicable) pursuant to the Shelf Registration Agreement, such reports need not Statement must include any audited financial statements for full fiscal years the year ended on or prior to December 3129, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers 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. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates)1998.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC Holdings may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC shall Holdings will furnish to the holders of Notes or cause the Trustee to furnish to holders of Notes (or file or furnish, as applicable, with the SEC for public availability):
(and provide i) within the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with time period specified in the SEC),
(a) within 90 days after the end of each fiscal year (or such shorter period as may be required by the SEC)’s rules and regulations for non-accelerated filers, annual reports containing the information that would have been required to be contained in an annual report on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(b) within 45 days after , except to the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may extent permitted to be required excluded by the SEC);
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, quarterly reports containing the information that would have been required to be contained in a quarterly report on Form 10Q 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),, except to the extent permitted to be excluded by the SEC;
(ciii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by in the SEC’s rules and regulations), such other current reports containing the information that would have been required to be contained in a current report on Form 8-K (or any successor or comparable form), ; and
(div) subject to the foregoing, any other information, documents and other reports which Nalco Finance LLC Holdings would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall Holdings will make available such information to prospective purchasers of Securities, in addition to providing such information to the Trustee and the Holders, in each case holders within 15 days after the time Nalco Finance LLC Holdings would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect . In addition to providing such information to the full fiscal year ending December 31Trustee, 2003, Nalco Finance LLC may deliver Holdings shall make available to the Trustee holders, prospective investors, market makers affiliated with any initial purchaser of the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude Notes and securities analysts the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not information required to file with the SEC be provided pursuant to the immediately preceding provisoforegoing clauses (i), if Nalco Finance LLC has not at (ii) or (iii), by posting such time failed information to comply with its website or on IntraLinks or any comparable online data system or website. So long as Athlon Energy or any other direct or indirect parent company of Holdings is or becomes a guarantor of the Notes, Holdings may satisfy its obligations under this covenant by furnishing financial information relating to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than entity; provided that such financial statements included are accompanied by consolidating financial information for such parent, Holdings, the Subsidiary Guarantors and the Subsidiaries of Holdings that are not Subsidiary Guarantors in the Offering Circularmanner prescribed by the SEC. If Holdings has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of Holdings, then the annual and quarterly information required to be provided by clauses (i) and (ii) of this Section 4.02(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of Holdings and its Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries.
(b) In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC Holdings and any direct or indirect parent company of Nalco Finance LLC Holdings to report at such parent entity's ’s level on a consolidated basis and
(ii) and such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLCHoldings, such or
(ii) any direct or indirect parent of Holdings is or becomes a guarantor of the Notes, consolidated reporting at such parent entity's ’s level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall Holdings will satisfy this Section 4.02, and Holdings is permitted to satisfy its obligations in this Section 4.02 with respect to financial information relating Holdings by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than Holdings and its Subsidiaries, on the one hand, and the information relating to Holdings, the Subsidiary Guarantors and the other Subsidiaries of Holdings on a standalone basis, on the other hand. The Issuers shall also furnish In addition, Holdings will make such information available to Holders, securities analysts and prospective investors upon request request.
(c) In addition, Holdings shall, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. Holdings will also hold quarterly conference calls, beginning with the first full fiscal quarter ending after the Issue Date, for all holders and securities analysts to discuss such financial information no later than five business days after the distribution of such information required by Sections 4.02(a)(i) and (ii) and prior to the date of each such conference call, announcing the time and date of such conference call and either including all information necessary to access the call or informing holders of Notes, prospective investors, market makers affiliated with any initial purchaser of the Notes and securities analysts how they can obtain such information, including, without limitation, the applicable password or other login information.
(d) Notwithstanding the foregoing, Holdings will be deemed to have furnished the reports referred to in this Section 4.02 to the Trustee and the holders if Athlon Energy or Holdings has filed such reports with the SEC via the XXXXX filing system and such reports are publicly available.
(e) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only only, and the Trustee's ’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' ’ compliance with any of its their covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' ’ Certificates).
Appears in 1 contract
Samples: Indenture (Athlon Energy Inc.)
Reports and Other Information. Notwithstanding that Nalco Finance LLC the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),
(a) within 90 days after the end of each fiscal year (or such shorter longer period as may be required permitted by the SECSEC if the Company were then subject to such SEC reporting requirements as a non-accelerated filer), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form)) including, without limitation, a management’s discussion and analysis of financial information,
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter longer period as may be required permitted by the SECSEC if the Company were then subject to such SEC reporting requirements as a non-accelerated filer), quarterly reports on Form 10Q 10-Q (or any successor or comparable form)) containing the information required to be contained therein (or required in such successor or comparable form) including, without limitation, a management’s discussion and analysis of financial information,
(c) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8-K by the SEC), such other reports on Form 8-K (or any successor or comparable form), and
(d) any other information, documents and other reports which Nalco Finance LLC that the Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC the Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC the Company shall make available put such information to prospective purchasers of Securitieson its website, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC the Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided. For avoidance of doubt, further, that notwithstanding the foregoing obligations of the Company under this Section 4.02 shall commence with respect to the full Company’s first fiscal year ending December 31quarter that ends after the Issue Date. Notwithstanding the foregoing, 2003, Nalco Finance LLC may deliver prior to the Trustee effectiveness of a registration statement relating to the report described in clause (a) above at Registered Exchange Offer or a Shelf Registration Statement with respect to the Securities, the Company will not be required to furnish any time on information, certificates or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule reports required by Items 307 or 308 of Regulation S-K or by Item 3-10 of Regulation S-X X. In addition, to the extent not satisfied by the foregoing, the Company shall, for so long as any Securities are outstanding, furnish to the Holders and (y) indicate that to securities analysts and prospective investors, upon their request, the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not information required to file be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Company will be deemed to have furnished such reports referred to above to the Trustee and the Holders if the Company or any direct or indirect parent of the Company (including Holdings) has filed such reports with the SEC pursuant via the XXXXX filing system and such reports are publicly available. Notwithstanding the foregoing, the requirement to provide the information and reports referred to in clauses (a) through (d) above shall be deemed satisfied prior to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (commencement of the Registered Exchange Offer or the effectiveness of a shelf registration, if applicable) pursuant Shelf Registration Statement relating to the registration of the Securities under the Securities Act by the filing (within the time periods specified for such filings in the Registration Rights Agreement) with the SEC of a registration statement, such reports need not include and any financial statements for full fiscal years ended on or prior to December 31amendments thereto, 2002 other than with such financial statements included in information that satisfies Regulation S-X under the Offering CircularSecurities Act. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC the Company (including Holdings) to report at such parent entity's ’s level on a consolidated basis and
(ii) and such parent entity of Nalco Finance LLC the Company is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLCthe Company, or
(ii) such parent entity is or becomes a Guarantor of the Securities, such consolidated reporting at such parent entity's ’s level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall the Company will satisfy this Section 4.02. The Issuers shall also furnish to Holders; provided that, securities analysts and prospective investors upon request such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information required relating to be delivered pursuant such direct or indirect parent and any of its Subsidiaries other than the Company and its Subsidiaries, on the one hand, and the information relating to Rule 144 the Company and Rule 144A(d)(4) under its Subsidiaries on a stand alone basis, on the Securities Actother hand. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof7) on Officers' ’ Certificates).
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Issuer shall file with the SEC (unless the SEC will not accept such a filing), and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files or, in the case of a Form 6-K, furnishes (or attempts to file or furnish) them with the SEC),
(ai) within 90 days after the end of each fiscal year (or such shorter period or longer period as may be required by the SEC), an annual reports report (which, if permitted under applicable rules of the SEC, may be the annual report of Holdings) on Form 10-K or 20-F (or any successor or comparable formforms) containing the information required to be contained therein (or required in such successor or comparable form),) and
(bii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter or longer period as may be required by the SEC), reports a quarterly report (which, if permitted under applicable rules of the SEC, may be the quarterly report of Holdings) on Form 10Q (10-Q or any successor or comparable form),
(c) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC), such other reports on Form 86-K (or any successor or comparable forms), including a Management’s Discussion and Analysis of Financial Condition and Results of Operations or substantially similar section (whether or not required by such form), and.
(db) The Issuer shall make the information required by Section 4.02(a) available to prospective investors upon request. In addition, the Issuer shall, for so long as any other information, documents and other reports which Nalco Finance LLC would be required to file with the SEC if Notes remain outstanding during any period when it were is not subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC shall not be so obligated or otherwise permitted to file such reports with furnish the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall make available such with certain information pursuant to prospective purchasers of Securities, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC would be required to file such information with the SEC if it were subject to Section 13 or 15(dRule 12g3-2(b) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect furnish to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations Holders of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers shall also furnish to Holders, securities analysts Notes and prospective investors investors, upon request their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. Delivery of such reports.
(c) Notwithstanding the foregoing Sections 4.02(a) and (b), information the Issuer will be deemed to have furnished the reports required by Sections 4.02(a) and documents (b) to the Trustee is for informational purposes only and the Trustee's receipt Holders if it or Holdings has filed (or, in the case of a Form 6-K, furnished) such shall not constitute constructive notice reports with the SEC via the EXXXX filing system and such reports are publicly available.
(d) In the event that any Parent of any the Issuer is or becomes a Guarantor or co-obligor of the Notes, the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information contained therein or determinable from relating to the Issuer by furnishing financial information contained thereinrelating to such Parent; provided that, including if required by Regulation S-X under the Issuers' compliance with Securities Act the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent and any of its covenants hereunder Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Subsidiary Guarantors, if any, and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(e) In the event that the Issuer changes its fiscal year end from the fiscal year end used by the Issuer as of the Issue Date, the Issuer shall promptly give notice of such change to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates)Trustee.
Appears in 1 contract
Samples: Indenture (Intelsat LTD)
Reports and Other Information. Notwithstanding that Nalco Finance LLC the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),
(a) within 90 days after the end of each fiscal year (or such shorter longer period as may be required permitted by the SECSEC if the Company were then subject to such SEC reporting requirements as a non-accelerated filer), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form)) including, without limitation, a management’s discussion and analysis of financial information,
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter longer period as may be required permitted by the SECSEC if the Company were then subject to such SEC reporting requirements as a non-accelerated filer), quarterly reports on Form 10Q 10-Q (or any successor or comparable form)) containing the information required to be contained therein (or required in such successor or comparable form) including, without limitation, a management’s discussion and analysis of financial information,
(c) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8-K by the SEC), such other reports on Form 8-K (or any successor or comparable form), and
(d) any other information, documents and other reports which Nalco Finance LLC that the Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC the Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC the Company shall make available put such information to prospective purchasers of Securitieson its website, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC the Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided. For avoidance of doubt, further, that notwithstanding the foregoing obligations of the Company under this Section 4.02 shall commence with respect to the full Company’s first fiscal year ending December 31quarter that ends after the Issue Date. Notwithstanding the foregoing, 2003, Nalco Finance LLC may deliver the Company will be deemed to have furnished such reports referred to above to the Trustee and the report described in clause Holders if the Company or any direct or indirect parent of the Company (aincluding Holdings) above at any time on or prior to May 15, 2004 and, has filed such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to via the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, XXXXX filing system and such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circularare publicly available. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC the Company (including Holdings) to report at such parent entity's ’s level on a consolidated basis and
(ii) and such parent entity of Nalco Finance LLC the Company is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLCthe Company, or
(ii) such parent entity is or becomes a Guarantor of the Notes, such consolidated reporting at such parent entity's ’s level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall the Company will satisfy this Section 4.02. The Issuers shall also furnish to Holders; provided that, securities analysts and prospective investors upon request such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information required relating to be delivered pursuant such direct or indirect parent and any of its Subsidiaries other than the Company and its Subsidiaries, on the one hand, and the information relating to Rule 144 the Company and Rule 144A(d)(4) under its Subsidiaries on a stand-alone basis, on the Securities Actother hand. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof7) on Officers' ’ Certificates).
Appears in 1 contract
Samples: Indenture (Worldwide Recruiting & Staffing Services LLC)
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Issuer shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),dates set forth below:
(a1) within 90 days after the end of each fiscal year (or 120 days for the fiscal year ending December 31, 2010 but only in the event that BKC changes its fiscal year end to December 31 for such shorter period as may fiscal year), all financial information that would be required by the SEC), to be contained in an annual reports report on Form 10K (-K, or any successor or comparable form) containing , filed with the information required to be contained therein (or required in such successor or comparable form),SEC, including a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements by the Issuer’s independent registered public accounting firm;
(b2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may 75 days for the fiscal quarters ending September 30, 2010 and December 31, 2010), all financial information that would be required by the SEC), reports to be contained in a quarterly report on Form 10Q (10-Q, or any successor or comparable form),, filed with the SEC;
(c3) promptly from time to time after the occurrence of an event all current reports that would be required to be therein reported (and in any event within filed with the time period specified for filing current reports SEC on Form 8-K by if the SEC), Issuer were required to file such other reports on Form 8K (or any successor or comparable form), reports; and
(d4) any other information, documents and other reports which Nalco Finance LLC the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; providedin each case, howeverin a manner that complies in all material respects with the requirements specified in such form. Notwithstanding the foregoing, that Nalco Finance LLC the Issuer shall not be so obligated to file such reports with the SEC (i) if the SEC does not permit such filingfiling or (ii) prior to the consummation of an exchange offer or the effectiveness of a shelf registration statement as required by the Registration Rights Agreement, in which event Nalco Finance LLC shall make so long as if clause (i) or (ii) is applicable the Issuer makes available such information to prospective purchasers of Securitiesthe Notes, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after case, at the time Nalco Finance LLC Issuer’s expense and by the applicable date the Issuer would be required to file such information pursuant to the immediately preceding sentence. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the SEC rights of the Holders under Article VI if it were subject Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. In addition, to the extent not satisfied by the foregoing, the Issuer shall, for so long as any Notes are outstanding, furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Issuer shall deliver the financial statements and information of the type required to be delivered pursuant to Section 13 or 15(d3.11(a)(2) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31quarter ended September 30, 20032010, Nalco Finance LLC may deliver which, notwithstanding the foregoing, shall not be required to give pro forma effect to the Trustee the report described in clause (a) above at any time on or prior Transactions, shall not be required to May 15, 2004 and, such report may (x) exclude the guarantor contain financial statement footnote disclosure specified under and shall not be required to contain consolidating financial data with respect to the Subsidiary Guarantor and Non-Guarantor Subsidiaries of the type contemplated by Rule 3-10 of Regulation S-X and promulgated under the Securities Act or otherwise.
(yb) indicate that Substantially concurrently with the purchase accounting therein is reflected furnishing or making such information available to the Trustee pursuant to the immediately preceding paragraph, the Issuer shall also post copies of such information required by the immediately preceding paragraph on a preliminary basis website (which may be nonpublic and is subject may be maintained by the Issuer or a third party) to change which access shall be given to Holders, prospective investors in the Notes (which prospective investors shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act or non-U.S. persons (as defined in Regulation S under the Securities Act) that certify their status as such to the reasonable satisfaction of the Issuer), and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. The Issuer shall hold quarterly conference calls that are publicly accessible after the Issuer’s financial statements for the prior fiscal period have been made available, provided that such conference calls shall be held no later than 5 Business Days after the date that such financial statements are required to be made available. No fewer than three Business Days prior to the date of the conference call required to be held in accordance with the preceding sentence the Issuer shall issue a press release to the appropriate U.S. wire services announcing the time and the date of such conference call and directing the beneficial owners of, and prospective investors in, the Notes and securities analysts to contact an individual at the Issuer (iiifor whom contact information shall be provided in such press release) with respect to reports that Nalco Finance LLC obtain information on how to access such conference call.
(c) The Issuer shall be deemed to have satisfied the requirements of this section if Holdings files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Issuer is not required to file with such reports, documents and information separately under the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the applicable rules and regulations of the SEC permit Nalco Finance LLC (after giving effect to any exemptive relief) because of the filings by Holdings; provided that such financial statements are accompanied by consolidating financial information for Holdings, the Issuer, the Subsidiary Guarantors and the Non-Guarantor Subsidiaries in the manner prescribed by the SEC to the extent such financial information would be required by the SEC.
(d) In the event that any direct or indirect parent company of Nalco Finance LLC the Issuer becomes a guarantor of the Notes, the Indenture shall permit the Issuer to report at satisfy its obligations in this covenant with respect to financial information relating to the Issuer by furnishing financial information relating to such parent entity's level parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a consolidated basis andstandalone basis, on the other hand.
(iie) Notwithstanding the foregoing, such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental requirements shall be deemed satisfied prior to its ownership, directly or indirectly, the commencement of the capital stock offering of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent the Exchange Securities or the effectiveness of the Shelf Registration Statement by the filing with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers shall also furnish the SEC of any registration statement relating to Holders, securities analysts and prospective investors upon request the information required to be delivered exchange offer pursuant to Rule 144 the Registration Rights Agreement or other filing, and Rule 144A(d)(4) under any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates).
Appears in 1 contract
Samples: Indenture (Burger King Holdings Inc)
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC shall the Company will file with the SEC (and provide the Trustee and Holders holders with copies thereof, without cost to each Holderholder, within 15 days after it files them with the SEC),):
(ai) within 90 days after the end of each fiscal year (or such shorter time period as may specified in the SEC’s rules and regulations for non-accelerated filers, all annual financial statements that would be required by the SEC), to be contained in annual reports on Form 10-K (or any successor or comparable form), if the Issuer were required to file such forms, along with a report on the annual financial statements by the Issuer’s independent registered public accountant, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;
(ii) containing within the information time period specified in the SEC’s rules and regulations for non-accelerated filers, all quarterly financial statements that would be required to be contained therein (or required in such successor or comparable form),
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC), quarterly reports on Form 10Q 10-Q (or any successor or comparable form),, if the Issuer were required to file them, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; and
(ciii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form)) under Items 1.01, and
1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) and (dc) any (other information, documents and other reports which Nalco Finance LLC would be than with respect to information otherwise required or contemplated by Item 402 of Regulation S-K) as in effect on the Issue Date if the Issuer were required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Actsuch reports; provided, however, that Nalco Finance LLC (A) no such current report will be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between the Issuer (or any of its Subsidiaries) and any director, manager or executive officer, of the Issuer (or any of its Subsidiaries), (B) the Issuer shall not be required to make available any information regarding the occurrence of any of the events set forth in this clause (iii) if the Issuer determines in its good faith judgment that the event that would otherwise be required to be disclosed is not material to the holders of the Notes or the business, assets, operations, financial positions or prospects of the Issuer and its Restricted Subsidiaries taken as a whole, (C) no such current report will be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein (other than providing reconciliations of such non-GAAP information to extent included in the offering memorandum), (D) no such current report will be required to comply with Regulation S-X and (E) no such current report will be required to provide any information that is not otherwise similar to information currently included in the Offering Memorandum; provided, however, that the Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filingfiling or the Company is no longer required to file such reports pursuant to Section 13 or 15(d) of the Exchange Act, in which event Nalco Finance LLC shall the Company will make available such information to prospective purchasers of Securities, notes in addition to providing such information to the Trustee and the Holdersholders, in each case within 15 days after the time Nalco Finance LLC the Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, furthersubject, that notwithstanding to exceptions and exclusions consistent with the foregoing with respect presentation of financial and other information in the Offering Memorandum. In addition to providing such information to the full fiscal year ending December 31Trustee, 2003, Nalco Finance LLC may deliver the Company shall make available to the Trustee holders, prospective investors, market makers affiliated with any initial purchaser of the report described in clause Notes and securities analysts the information required to be provided pursuant to clauses (ai), (ii) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect of this Section 4.02(a), by posting such information to reports that Nalco Finance LLC is not required to file with its website or on IntraLinks or any comparable online data system or website. If the SEC pursuant to the immediately preceding provisoCompany has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer taken together as one Subsidiary, would constitute a Significant Subsidiary of the Company, then the annual and quarterly information required by clauses (or i) and (ii) of this Section 4.02(a) shall include a shelf registrationreasonably detailed presentation, if applicable) pursuant to either on the Registration Agreement, such reports need not include any face of the financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. footnotes thereto, 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 such Unrestricted Subsidiaries.
(b) In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC the Company and any direct or indirect parent company of Nalco Finance LLC the Company to report at such parent entity's ’s level on a consolidated basis and
(ii) and such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLCthe Company, such consolidated or
(ii) any direct or indirect parent of the Company is or becomes a guarantor of the Notes, reporting at such the parent entity's ’s level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall the Company will satisfy this Section 4.02, and the Company is permitted to satisfy its obligations in this Section 4.02 with respect to financial information relating the Company by furnishing financial information relating to such direct or indirect parent; provided that, to the extent required under the rules and regulations of the SEC, such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Company and its Subsidiaries, on the one hand, and the information relating to the Company, the Subsidiary Guarantors and the other Subsidiaries of the Company on a standalone basis, on the other hand. The Issuers shall also furnish In addition, the Company will make such information available to Holders, securities analysts and prospective investors upon request request.
(c) In addition, the Company shall, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act.
(d) Notwithstanding the foregoing, the Company will be deemed to have furnished the reports referred to in this Section 4.02 to the Trustee and the holders if the Company has filed such reports with the SEC via the XXXXX filing system and such reports are publicly available. Prior to the Escrow Release Date, delivery of the foregoing reports required in this section by the Company containing financial information related to the Company shall be deemed to satisfy the obligations hereunder.
(e) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only only, and the Trustee's ’s receipt of such thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Issuer’s compliance with any of its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Officer’s Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuer’s compliance with the covenants or with respect to any reports or other documents filed with the SEC or XXXXX or any website under the indenture, or participate in any conference calls.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC Parent may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Parent shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),:
(ai) within 90 days after the end of each fiscal year (or such shorter period as may be required by the SEC)year, annual reports on Form 10K (-K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form),;
(bii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC)year, reports on Form 10Q (10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form),;
(ciii) promptly from time to time after within five (5) Business Days of the occurrence of date on which an event would have been required to be therein reported (and in on a Form 8-K or any successor or comparable form if Parent had been a reporting company under the Exchange Act, a current report relating to such event within the time period specified for filing current reports on Form 8-K by the SEC), such other reports on Form 8K (or any successor or comparable form); in each case, and
in a manner that complies in all material respects with the requirements specified in such form (d) any other except as described above or below and subject, in the case of required financial information, documents and other reports which Nalco Finance LLC would be required to file exceptions consistent with the SEC if it were subject presentation of financial information in the Offering Memorandum, to Section 13 or 15(d) of the Exchange Actextent filed within the times specified above); provided, however, that Nalco Finance LLC Parent shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC Parent shall make available such information to the Trustee, the Holders of the Notes and prospective purchasers of Securities, in addition to providing such information to the Trustee and the HoldersNotes, in each case within 15 days after the time Nalco Finance LLC Parent would be required to file such information with the SEC SEC, if it were subject to Section Sections 13 or 15(d) of the Exchange Act; provided. In addition, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31extent not satisfied by the foregoing, 2003Parent agrees that, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at for so long as any time on or prior to May 15Notes are outstanding, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers shall also it will furnish to Holders, Holders and to securities analysts and prospective investors investors, upon request their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents .
(b) Notwithstanding anything herein to the Trustee is for informational purposes only and the Trustee's receipt of such shall contrary, Parent will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance be deemed to have failed to comply with any of its covenants obligations hereunder (as for purposes of Section 6.01(a)(iii) hereof until 90 days after the receipt of the written notice delivered thereunder. To the extent any information is not provided within the time periods specified in this Section 4.03 and such information is subsequently provided, Parent will be deemed to which the Trustee is entitled have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to rely exclusively (subject to Article 7 hereof) on Officers' Certificates)have been cured.
Appears in 1 contract
Reports and Other Information. Notwithstanding (a) After the Acquisition Date, notwithstanding that Nalco Finance LLC the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Issuer shall file with the SEC (unless the SEC will not accept such a filing), and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files or, in the case of a Form 6-K, furnishes (or attempts to file or furnish) them with the SEC),
(ai) within 90 days after the end of each fiscal year (or such shorter period as may be required by the SEC), an annual reports report (which, if permitted under applicable rules of the SEC, may be the annual report of Holdings) on Form 10-K or 20-F (or any successor or comparable formforms) containing the information required to be contained therein (or required in such successor or comparable form),) and
(bii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC), reports a quarterly report (which, if permitted under applicable rules of the SEC, may be the quarterly report of Holdings) on Form 10Q (10-Q or any successor or comparable form),
(c) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC), such other reports on Form 86-K (or any successor or comparable forms), including a Management's Discussion and Analysis of Financial Condition and Results of Operations or substantially similar section (whether or not required by such form), and.
(db) The Issuer shall make the information required by Section 4.02
(a) available to prospective investors upon request. In addition, the Issuer shall, for so long as any other information, documents and other reports which Nalco Finance LLC would be required to file with the SEC if Notes remain outstanding during any period when it were is not subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC shall not be so obligated or otherwise permitted to file such reports with furnish the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall make available such with certain information pursuant to prospective purchasers of Securities, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC would be required to file such information with the SEC if it were subject to Section 13 or 15(dRule 12g3-2(b) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect furnish to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations Holders of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers shall also furnish to Holders, securities analysts Notes and prospective investors investors, upon request their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. Delivery of such reports.
(c) Notwithstanding the foregoing Sections 4.02(a) and (b), information the Issuer will be deemed to have furnished the reports required by Sections 4.02(a) and documents (b) to the Trustee is for informational purposes only and the Trustee's receipt Holders if it or Holdings has filed (or, in the case of a Form 6-K, furnished) such reports with the SEC via the EDGAR filing system and such reports are publicly available. In additixx, xuch requirements shall not constitute constructive notice be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of the Registration Rights Agreement, and any amendments thereto, with such financial information contained therein (other than relating to the Intelsat Americas Transaction) that satisfies Regulation S-X of the Securities Act and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) hereof.
(d) In the event that any Parent of the Issuer is or determinable from becomes a Guarantor of the Notes, the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information contained therein, including relating to the Issuers' compliance with Issuer by furnishing financial information relating to such Parent; PRO- VIDED that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent and any of its covenants hereunder Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Subsidiary Guarantors and the other Subsidiaries of the Issuer on a standalone basis, on the other hand.
(e) In the event that the Issuer changes its fiscal year end from the fiscal year end used by the Issuer as of the Issue Date, the Issuer shall promptly give notice of such change to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates)Trustee.
Appears in 1 contract
Samples: Indenture (Intelsat LTD)
Reports and Other Information. Notwithstanding that Nalco Finance LLC may not be subject (a) So long as any Securities are outstanding, the Issuers will furnish to the Trustee within 15 business days after the applicable date such information would be required to be filed with the SEC if the Issuers were reporting requirements of Section 13 or 15(d) companies under the Exchange Act as a non-accelerated filer (without giving effect to any extensions permitted by Rule 12b-25 of the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),):
(ai) within 90 days after the end of each fiscal year (or such shorter period as may be required by the SEC), annual reports containing substantially all of the financial information that would have been required to be contained in an Annual Report on Form 10-K (under the Exchange Act of the Issuers, or any successor or comparable form) , containing the financial information required to be contained therein (therein, or required in such successor or comparable form),form as if the Issuers had been a reporting company under the Exchange Act for such period, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" (which shall be limited to income statement, balance sheet and cash flow information) with respect to the periods presented and an audit report on the annual financial statements by the Issuers' independent registered public accounting firm;
(bii) within 45 days after the end of each quarterly reports containing substantially all of the first three fiscal quarters financial information that would have been required to be contained in a Quarterly Report on Form 10-Q of each fiscal year (or such shorter period as may the Issuers containing all quarterly financial information that would be required by the SEC)to be contained in Form 10-Q, reports on Form 10Q (or any successor or comparable formform as if the Issuers had been a reporting company under the Exchange Act for such period, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" (which shall be limited to income statement, balance sheet and cash flow information),, subject to normal year-end adjustments; and
(ciii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC), such other reports on Form 8K (-K, or any successor or comparable form)form as if the Issuers had been a reporting company under the Exchange Act for such period; in each case, and
(d) any other information, documents and other reports which Nalco Finance LLC would be required to file in a manner that complies in all material respects with the SEC if it were subject to Section 13 or 15(d) of requirements specified in such form; provided that the Exchange Act; provided, however, that Nalco Finance LLC shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC Issuers shall make available such information to securities analysts and prospective purchasers of Securities, in addition to providing such information to the Trustee and the HoldersHolders of the Securities, in each case within 15 days after the time Nalco Finance LLC would be required to file including by posting such information with on a password protected online data system requiring user identification or the SEC if it were subject to Section 13 or 15(d) website of the Exchange ActIssuers or any of its parent companies (which may be password protected so long as the password is made promptly available by the Issuers to the Trustee, the Holders of the Securities and such prospective purchasers upon request); provided, further, that notwithstanding such reports required pursuant to clauses (i), (ii) and (iii) above (a) shall not be required to comply with Section 302, Section 404 or 906 of the foregoing Xxxxxxxx-Xxxxx Act of 2002, as amended, or related Items 307, 308 and 308T of Regulation S-K promulgated by the SEC, or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein), (b) shall not be required to comply with Items 402, 403, 406 and 407 of Regulation S-K promulgated by the full fiscal year ending December 31SEC, 2003, Nalco Finance LLC may deliver (c) shall not be required to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under comply with Rule 3-10 or Rule 3-16 of Regulation S-X promulgated by the SEC and (yd) indicate shall not be required to include any exhibits that would have been required to be filed pursuant to Item 601 of 42 Regulation S-K promulgated by the SEC; provided further that the purchase accounting therein is reflected on a preliminary basis and is subject obligations under this Section 4.02 shall not apply to change and (iii) the period ended March 31, 2020 or any earlier three, six, nine or twelve month period; provided further that information with respect to reports that Nalco Finance LLC is not required to file the period ended June 30, 2020 may be provided no later than the date on which such information with the SEC pursuant respect to the immediately preceding provisoperiod ended September 30, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC 2020 shall satisfy be due under this Section 4.02. The In addition, to the extent not satisfied by the foregoing, the Issuers shall also will agree that, for so long as any Securities are outstanding, it will furnish to Holders, Holders and to securities analysts and prospective investors investors, upon request their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. .
(b) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer's Certificates with respect thereto). The Trustee shall have no responsibility for the filing, timeliness or content of such reports. Additionally, the Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuers' compliance with the covenants or with respect to any reports or other documents filed with the SEC or XXXXX or any website or datasite under this Indenture.
(subject c) Notwithstanding anything to Article 7 hereofthe contrary set forth above, if the Issuers (or any direct or indirect parent of the Issuers) on Officers' Certificates)have made available through XXXXX or SEC filings the reports and information described in the preceding paragraphs with respect to Issuers, the Issuers shall be deemed to be in compliance with the provisions of this Section 4.02.
(d) Following each fiscal quarter, the Issuers will participate in conference calls to discuss their results of operations for the period since the previous conference call. The conference call will be held following the last day of the relevant quarter of the Issuers and not later than five Business Days following the time that the Issuers distribute the information as set forth in Section 4.02(a) with respect to such quarter. No fewer than two days prior to the conference call, the Issuers will issue a press release or otherwise announce the time and date of such conference call and provide instructions for Holders, prospective investors in the First Lien Notes, securities analysts and market making financial institutions to obtain access to such call.
(e) Each annual and quarterly report provided pursuant to Section 4.02(a) herein shall (a) separately break out the portion of sales made to Affiliates and the portion of sales made to non- Affiliates and (b) provide a narrative discussion of the comparability of the amount and nature of rebates, discounts and gross pricing applied to sales to Affiliates as compared to those applied to non-Affiliates.
Appears in 1 contract
Samples: Indenture (Party City Holdco Inc.)
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Issuer shall file with the SEC (unless the SEC will not accept such a filing), and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files or, in the case of a Form 6-K, furnishes (or attempts to file or furnish) them with the SEC),
(ai) within 90 days after the end of each fiscal year (or such shorter or longer period as may be required by the SEC), an annual reports report (which, if permitted under applicable rules of the SEC, may be the annual report of Holdings) on Form 10-K or 20-F (or any successor or comparable formforms) containing the information required to be contained therein (or required in such successor or comparable form),) and
(bii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter or longer period as may be required by the SEC), reports a quarterly report (which, if permitted under applicable rules of the SEC, may be the quarterly report of Holdings) on Form 10Q (10-Q or any successor or comparable form),
(c) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC), such other reports on Form 86-K (or any successor or comparable forms), including a Management’s Discussion and Analysis of Financial Condition and Results of Operations or substantially similar section (whether or not required by such form), and.
(db) The Issuer shall make the information required by Section 4.02(a) available to prospective investors upon request. In addition, the Issuer shall, for so long as any other information, documents and other reports which Nalco Finance LLC would be required to file with the SEC if Notes remain outstanding during any period when it were is not subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC shall not be so obligated or otherwise permitted to file such reports with furnish the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall make available such with certain information pursuant to prospective purchasers of Securities, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC would be required to file such information with the SEC if it were subject to Section 13 or 15(dRule 12g3-2(b) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect furnish to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations Holders of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers shall also furnish to Holders, securities analysts Notes and prospective investors investors, upon request their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. Delivery of such reports.
(c) Notwithstanding the foregoing Sections 4.02(a) and (b), information the Issuer will be deemed to have furnished the reports required by Sections 4.02(a) and documents (b) to the Trustee is for informational purposes only and the Trustee's receipt Holders if it or Holdings has filed (or, in the case of a Form 6-K, furnished) such shall not constitute constructive notice reports with the SEC via the XXXXX filing system and such reports are publicly available.
(d) In the event that any Parent of any the Issuer is or becomes a Guarantor of the Notes, the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information contained therein or determinable from relating to the Issuer by furnishing financial information contained thereinrelating to such Parent; provided that, including if required by Regulation S-X under the Issuers' compliance with Securities Act, the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent and any of its covenants hereunder Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Subsidiary Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(e) In the event that the Issuer changes its fiscal year end from the fiscal year end used by the Issuer as of the Issue Date, the Issuer shall promptly give notice of such change to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates)Trustee.
Appears in 1 contract
Samples: Indenture (Intelsat LTD)
Reports and Other Information. Notwithstanding that Nalco Finance LLC the Issuers may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Company shall (x) file with the SEC and (and y) provide the Trustee and Holders Holder with copies thereof, unless such documents are available on the SEC’s website, without cost to each the Holder, within 15 days after it files them with the SEC),following information:
(ai) within 90 days after the end of each fiscal year (or such shorter period as may be required by the SEC), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),, and
(bii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC)) commencing with the fiscal quarter ending September 30, 2011, reports on Form 10Q 10-Q (or any successor or comparable form),
(c) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC), such other reports on Form 8K (or any successor or comparable form), and
(d) any other information, documents and other reports which Nalco Finance LLC would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC the Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC the Company shall make available such information to prospective purchasers of Securitiesthis Note, in addition to providing such information to the Trustee and the HoldersHolder, in each case within 15 days after the time Nalco Finance LLC the Issuers would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided. So long as:
(i) the Parent Guarantor is a Guarantor (there being no obligation of the Parent Guarantor to do so) and holds no material assets other than cash, further, that notwithstanding Cash Equivalents and the foregoing Capital Stock of the Company (and performs the related incidental activities associated with respect to such ownership),
(ii) the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to Parent Guarantor complies with the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under requirements of Rule 3-10 of Regulation S-X and promulgated by the Commission (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and or any successor provision), and
(iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC the Company and any direct or indirect parent company of Nalco Finance LLC the Parent Guarantor to report at such parent entity's the Parent Guarantor’s level on a consolidated basis and
(iibasis, the reports, information and other documents required to be filed and furnished to the Holder pursuant to this Section 6(b) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownershipmay, directly or indirectly, at the option of the capital stock Company, be filed by and be those of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02the Parent Guarantor rather than the Company. The Issuers Company shall also furnish to Holders, securities analysts the Holder and prospective investors upon request the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates).
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Issuer shall file with the SEC (unless the SEC will not accept such a filing), and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files or, in the case of a Form 6-K, furnishes (or attempts to file or furnish) them with the SEC),
(ai) within 90 days after the end of each fiscal year (or such shorter or longer period as may be required by the SEC), an annual reports report (which, if permitted under applicable rules of the SEC, may be the annual report of Holdings) on Form 10-K or 20-F (or any successor or comparable formforms) containing the information required to be contained therein (or required in such successor or comparable form),) and
(bii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter or longer period as may be required by the SEC), reports a quarterly report (which, if permitted under applicable rules of the SEC, may be the quarterly report of Holdings) on Form 10Q (10-Q or any successor or comparable form),
(c) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC), such other reports on Form 86-K (or any successor or comparable forms), including a Management’s Discussion and Analysis of Financial Condition and Results of Operations or substantially similar section (whether or not required by such form), and.
(db) The Issuer shall make the information required by Section 4.02(a) available to prospective investors upon request. In addition, the Issuer shall, for so long as any other information, documents and other reports which Nalco Finance LLC would be required to file with the SEC if Notes remain outstanding during any period when it were is not subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC shall not be so obligated or otherwise permitted to file such reports with furnish the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall make available such with certain information pursuant to prospective purchasers of Securities, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC would be required to file such information with the SEC if it were subject to Section 13 or 15(dRule 12g3-2(b) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect furnish to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations Holders of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers shall also furnish to Holders, securities analysts Notes and prospective investors investors, upon request their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. Delivery of such reports.
(c) Notwithstanding the foregoing Sections 4.02(a) and (b), information the Issuer will be deemed to have furnished the reports required by Sections 4.02(a) and documents (b) to the Trustee is for informational purposes only and the Trustee's receipt Holders if it or Holdings has filed (or, in the case of a Form 6-K, furnished) such shall not constitute constructive notice reports with the SEC via the EXXXX filing system and such reports are publicly available.
(d) In the event that any Parent of any the Issuer is or becomes a Guarantor of the Notes, the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information contained therein or determinable from relating to the Issuer by furnishing financial information contained thereinrelating to such Parent; provided that, including if required by Regulation S-X under the Issuers' compliance with Securities Act, the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent and any of its covenants hereunder Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Subsidiary Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(e) In the event that the Issuer changes its fiscal year end from the fiscal year end used by the Issuer as of the Issue Date, the Issuer shall promptly give notice of such change to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates)Trustee.
Appears in 1 contract
Samples: Indenture (Intelsat LTD)
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Issuer shall file with the SEC (and provide furnish to the Trustee and Holders with copies thereof, of the Notes (without cost to each Holder, within 15 days after it files them with the SECexhibits),
(a1) within 180 days after the end of the fiscal year ending on or prior to December 31, 2009 and within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year thereafter, annual financial information (or such shorter period as may including a management discussion and analysis of financial condition and results of operations, but excluding financial information required by Rule 3-10 of Regulation S-X under the Securities Act) that would be required by to be contained in a filing with the SEC), annual reports SEC on Form 10K (-K, or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),;
(b2) within 60 days after the end of the fiscal quarter ending March 31, 2010 and thereafter within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may year, quarterly financial information that would be required by to be contained in a filing with the SEC), reports SEC on Form 10Q (10-Q, or any successor or comparable formform (excluding financial information required by Rule 3-10 of Regulation S-X under the Securities Act),; and
(c3) promptly from time to time after the occurrence of an event required to be therein reported (and reported, all material information that would be included in any event within the time period specified for filing all current reports that would be required to be filed with the SEC on Form 8K by the SEC)-K, such other reports on Form 8K (or any successor or comparable form), and;
(d4) any other information, documents and other reports which Nalco Finance LLC the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; providedIn addition, howeverto the extent not satisfied by the foregoing, that Nalco Finance LLC shall not be the Issuer shall, for so obligated long as any Notes are outstanding, furnish to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall make available such information Holders and to prospective purchasers of Securitiesinvestors, in addition to providing such information to the Trustee and the Holdersupon their request, in each case within 15 days after the time Nalco Finance LLC would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers 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)(4144(A)(d)(4) under the Securities Act. Delivery of such reports, .
(b) The Issuer may satisfy its obligations under this Section 4.03 with respect to financial information and documents relating to the Trustee Issuer by furnishing financial information relating to Holdings; provided that the same is for informational purposes only accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings, on the one hand, and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained thereinrelating to the Issuer and its Restricted Subsidiaries on a standalone basis, including on the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates)other hand.
Appears in 1 contract
Reports and Other Information. Notwithstanding (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Issuer will furnish to the holders (with a copy to the Trustee), or file electronically with the SEC through the SEC’s Electronic Data Gathering, Analysis and Retrieval System (or any successor system) (“XXXXX”), within the time periods specified in the SEC’s rules and regulations (after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act):
(i) all quarterly and annual financial statements that Nalco Finance LLC may would be required to be contained in reports on Forms 10-Q and 10-K (or any successor or comparable form) required to be filed with the SEC if the Issuer were required to file such reports, 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 Issuer’s independent registered public accounting firm; and
(ii) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor or comparable form) if the Issuer were required to file such reports. The financial information required by Section 4.02(a)(i) will not be required to include a footnote presenting the condensed consolidating financial information specified in Rule 3-10 of Regulation S-X promulgated by the SEC (or any successor provisions) (“Regulation S-X”). Additionally, the financial information required by Section 4.02(a)(i) will not be required to include the information contemplated by Rules 3-09 or 3-16 of Regulation S-X.
(b) If the Issuer does not file reports containing such information with the SEC, then the Issuer will deliver such information and reports to the Trustee and make available such information and such reports to any noteholders, bona fide prospective investors, market makers affiliated with any Initial Purchaser, and any bona fide securities analyst by posting such information on Intralinks or any comparable password-protected online data system which will require a confidentiality acknowledgment, and will make such information readily available to any noteholders, bona fide prospective investors, market makers affiliated with any Initial Purchaser, and any bona fide securities analyst who (i) agrees to treat such information as confidential or (ii) accesses such information on Intralinks or any comparable password-protected online data system which will require a confidentiality acknowledgment; provided that the Issuer shall post such information thereon and make readily available any password or other login information to any such noteholders, bona fide prospective investors, market makers affiliated with any Initial Purchaser and any bona fide securities analyst. The Issuer will hold a quarterly conference call for all noteholders, bona fide prospective investors, market makers affiliated with any Initial Purchaser and any bona fide securities analyst to discuss financial information within ten (10) Business Days after distribution of such financial information; provided that any customary quarterly earnings call with public equity holders shall be deemed to constitute such quarterly conference call for purposes of this Indenture.
(c) The Issuer shall, for so long as any Notes remain outstanding during any period when it is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant permitted to rules and regulations promulgated by furnish the SEC, Nalco Finance LLC shall file SEC with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),
(a) within 90 days after the end of each fiscal year (or such shorter period as may be information required by this Section 4.02, furnish to noteholders, bona fide prospective investors, market makers affiliated with any initial purchaser of the SEC)Notes, annual reports on Form 10K (or and any successor or comparable form) containing bona fide securities analyst, upon their request, the information required to be contained therein delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Issuer may satisfy its obligation to furnish such information by making such information available electronically (or required in such successor or comparable form),
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required including by posting to a non-public, password-protected website maintained by the SEC)Issuer or a third party) to any holder, reports on Form 10Q (bona fide prospective investor, market maker affiliated with any Initial Purchaser or any successor or comparable form),
(c) promptly from time bona fide securities analyst, in each case, who provides to time after the occurrence of an event required to be therein reported (Issuer its email address, employer name and in any event within the time period specified for filing current reports on Form 8K other information reasonably requested by the SEC)Issuer. For purposes of this Section 4.02, such other reports on Form 8K (any prospective investor or any successor or comparable form), andsecurities analyst shall be deemed “bona fide” if it certifies it is “bona fide.”
(d) any other information, documents and other reports which Nalco Finance LLC would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall make available such information to prospective purchasers of Securities, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC the Issuer and any direct or indirect parent company of Nalco Finance LLC the Issuer to report at such parent entity's ’s level on a consolidated basis and
(ii) and such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLCthe Issuer, such consolidated or
(ii) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, consolidating reporting at such the parent entity's ’s level in a manner consistent with that described in this Section Section 4.02 for Nalco Finance LLC shall the Issuer will satisfy this Section Section 4.02. The Issuers shall also furnish , and the Issuer is permitted to Holders, securities analysts and prospective investors upon request satisfy its obligations in this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(e) Notwithstanding the foregoing, if at any time the Issuer is not subject to Section 13 or 15(d) of the Exchange Act:
(i) the Issuer will not be required to furnish any information, certificates or reports required by (x) Section 302, 404 or 906 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K, or (y) Regulation G or Item 10(e) of Regulation S-K promulgated by the SEC with respect to financial measures contained therein;
(ii) the financial information required by Section 4.02(a)(i) hereof will not be delivered pursuant required to contain the separate financial statements or other information contemplated by Rule 144 3-05, Rule 3-09, Rule 3-10, Rule 3-16 or Article 11 of Regulation S-X;
(iii) the information and Rule 144A(d)(4reports referred to in Sections 4.02(a)(i) under and (ii) hereof shall not be required to present compensation or beneficial ownership information; and
(iv) the Securities Act. information and reports referred to in Sections 4.02(a)(i) and (ii) shall not be required to include any exhibits required by Item 15 of Form 10-K, Item 6 of Form 10-Q or Item 9.01 of Form 8-K.
(f) Notwithstanding the foregoing, the Issuer will be deemed to have furnished the reports referred to in this Section 4.02 to the Trustee and the holders if the Issuer has filed such reports with the SEC via XXXXX and such reports are publicly available, it being understood that the Trustee shall have no responsibility to determine if such information is publicly available.
(g) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only only, and the Trustee's ’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Issuer’s compliance with any of its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Officer’s Certificates).
Appears in 1 contract
Samples: Indenture (TopBuild Corp)
Reports and Other Information. Notwithstanding that Nalco Finance LLC Hexion may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC Hexion shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),
(a) within 90 days after the end of each fiscal year (or such shorter period as may be required by the SEC, or such longer period as may be permitted by Rule 12b-25 of the Exchange Act), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC, or such longer period as may be permitted by Rule 12b-25 of the Exchange Act), reports on Form 10Q 10-Q (or any successor or comparable form),
(c) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC)reported, such other reports on Form 8-K (or any successor or comparable form), and
(d) any other information, documents and other reports which Nalco Finance LLC Hexion would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC Hexion shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC Hexion shall make available such information to prospective purchasers of SecuritiesNotes, in addition to providing such information to the Trustee and the Holdersholders of the Notes, including by posting such reports on the primary website of Hexion or its Subsidiaries, in each case within 15 days after the time Nalco Finance LLC Hexion would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC Hexion and any direct or indirect parent company of Nalco Finance LLC Hexion to report at such parent entity's ’s level on a consolidated basis and
(ii) and such parent entity of Nalco Finance LLC Hexion is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock Capital Stock of Nalco Finance LLCHexion, or
(ii) any direct or indirect parent of Hexion becomes a guarantor of the Notes, the Indenture will permit Hexion to satisfy its obligations in this covenant with respect to financial information relating to Hexion by furnishing financial information relating to such consolidated reporting at parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent entity's level in and any of its Subsidiaries other than Hexion and its Subsidiaries, on the one hand, and the information relating to Hexion, the Guarantors, if any, and the other Subsidiaries on a manner consistent standalone basis, on the other hand. In addition, Hexion shall, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers shall also certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders, securities analysts and prospective investors upon request their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, Hexion will be deemed to have furnished such reports referred to above to the Trustee and the Holders if Hexion has filed such reports with the SEC via the XXXXX filing system and such reports are publicly available. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' ’ Certificates).
Appears in 1 contract
Samples: Indenture (Hexion Inc.)
Reports and Other Information. Notwithstanding that Nalco Finance LLC may not be subject (a) So long as any Securities are outstanding, the Issuers will furnish to the reporting requirements of Section 13 or 15(d) of Trustee within 15 business days after the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for applicable date such annual and quarterly reporting pursuant information would be required to rules and regulations promulgated by the SEC, Nalco Finance LLC shall file be filed with the SEC if the Issuers were reporting companies under the Exchange Act as a non-accelerated filer (and provide the Trustee and Holders with copies thereof, without cost giving effect to each Holder, within 15 days after it files them with the SEC),any extensions permitted by Rule 12b-25):
(ai) within 90 days after the end of each fiscal year (or such shorter period as may be required by the SEC), annual reports containing substantially all of the financial information that would have been required to be contained in an Annual Report on Form 10-K (under the Exchange Act of the Issuers, or any successor or comparable form) , containing the financial information required to be contained therein (therein, or required in such successor or comparable form),form as if the Issuers had been a reporting company under the Exchange Act for such period, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" (which shall be limited to income statement, balance sheet and cash flow information) with respect to the periods presented and an audit report on the annual financial statements by the Issuers' independent registered public accounting firm;
(bii) within 45 days after the end of each quarterly reports containing substantially all of the first three fiscal quarters financial information that would have been required to be contained in a Quarterly Report on Form 10-Q of each fiscal year (or such shorter period as may the Issuers containing all quarterly financial information that would be required by the SEC)to be contained in Form 10-Q, reports on Form 10Q (or any successor or comparable form),
form as if the Issuers had been a reporting company under the Exchange Act for such period, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" (c) promptly from time which shall be limited to time after the occurrence of an event required to be therein reported (income statement, balance sheet and in any event within the time period specified for filing current reports on Form 8K by the SECcash flow information), subject to normal year-end adjustments; and (iii) such other reports on Form 8K (-K, or any successor or comparable form)form as if the Issuers had been a reporting company under the Exchange Act for such period; in each case, and
(d) any other information, documents and other reports which Nalco Finance LLC would be required to file in a manner that complies in all material respects with the SEC if it were subject to Section 13 or 15(d) of requirements specified in such form; provided that the Exchange Act; provided, however, that Nalco Finance LLC shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC Issuers shall make available such information to securities analysts and prospective purchasers of Securities, in addition to providing such information to the Trustee and the HoldersHolders of the Securities, in each case within 15 days after the time Nalco Finance LLC would be required to file including by posting such information with on a password protected online data system requiring user identification or the SEC if it were subject to Section 13 or 15(d) website of the Exchange ActIssuers or any of its parent companies (which may be password protected so long as the password is made promptly available by the Issuers to the Trustee, the Holders of the Securities and such prospective purchasers upon request); provided, further, that notwithstanding such reports required pursuant to clauses (i), (ii) and (iii) above (a) shall not be required to comply with Section 302, Section 404 or 906 of the foregoing Xxxxxxxx-Xxxxx Act of 2002, as amended, or related Items 307, 308 and 308T of Regulation S-K promulgated by the SEC, or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein), (b) shall not be required to comply with Items 402, 403, 406 and 407 of Regulation S-K promulgated by the full fiscal year ending December 31SEC, 2003, Nalco Finance LLC may deliver (c) shall not be required to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under comply with Rule 3-10 or Rule 3-16 of Regulation S-X promulgated by the SEC and (yd) indicate shall not be required to include any exhibits that would have been required to be filed pursuant to Item 601 of Regulation S-K promulgated by the SEC; provided further that the purchase accounting therein is reflected on a preliminary basis and is subject obligations under this Section 4.02 shall not apply to change and (iii) the period ended March 31, 2020 or any earlier three, six, nine or twelve month period; provided further that information with respect to reports that Nalco Finance LLC is not required to file the period ended June 30, 2020 may be provided no later than the date on which such information with the SEC pursuant respect to the immediately preceding provisoperiod ended September 30, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC 2020 shall satisfy be due under this Section 4.02. The In addition, to the extent not satisfied by the foregoing, the Issuers shall also will agree that, for so long as any Securities are outstanding, it will furnish to Holders, Holders and to securities analysts and prospective investors investors, upon request their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. .
(b) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer's Certificates with respect thereto). The Trustee shall have no responsibility for the filing, timeliness or content of such reports. Additionally, the Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuers' compliance with the covenants or with respect to any reports or other documents filed with the SEC or XXXXX or any website or datasite under this Indenture.
(subject c) Notwithstanding anything to Article 7 hereofthe contrary set forth above, if the Issuers (or any direct or indirect parent of the Issuers) on Officers' Certificates)have made available through XXXXX or SEC filings the reports and information described in the preceding paragraphs with respect to Issuers, the Issuers shall be deemed to be in compliance with the provisions of this Section 4.02.
(d) Following each fiscal quarter, the Issuers will participate in conference calls to discuss their results of operations for the period since the previous conference call. The conference call will be held following the last day of the relevant quarter of the Issuers and not later than five Business Days following the time that the Issuers distribute the information as set forth in Section 4.02(a) with respect to such quarter. No fewer than two days prior to the conference call, the Issuers will issue a press release or otherwise announce the time and date of such conference call and provide instructions for Holders, prospective investors in the Second Lien Notes, securities analysts and market making financial institutions to obtain access to such call.
(e) Each annual and quarterly report provided pursuant to Section 4.02(a) herein shall (a) separately break out the portion of sales made to Affiliates and the portion of sales made to non- Affiliates and (b) provide a narrative discussion of the comparability of the amount and nature of rebates, discounts and gross pricing applied to sales to Affiliates as compared to those applied to non-Affiliates.
Appears in 1 contract
Samples: Indenture (Party City Holdco Inc.)
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC RGHL or the Issuers may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC shall RGHL (and the Issuers) will file with the SEC (and provide the Trustee and Holders holders of the Senior Notes with copies thereof, without cost to each Holderholder, within 15 days after it files them with the SEC),): 66
(ai) within 90 days after the end of each fiscal year (or such shorter time period as may be required by specified in the SEC)’s rules and regulations, annual reports on Form 10K 20-F (or any successor or comparable form applicable to RGHL or the Issuers within the time period for non-accelerated filers to the extent such term is applicable to such form) containing the information required to be contained therein (or required in such successor or comparable form),; provided, however, that, prior to the filing of the Senior Notes Exchange Offer Registration Statement or the Senior Notes Shelf Registration Statement, as the case may be, such report shall not be required to contain any certification required by any such form or by law;
(bii) within 45 60 days after the end of each fiscal quarter, other than the fourth fiscal quarter of any year, the first three fiscal quarters of each fiscal year (or such shorter period as may information that would be required by the SEC), reports a report on Form 10Q 10-Q (or any successor or comparable formform applicable to RGHL or the Issuers) (which information, if RGHL and the Issuers are not required to file reports on Form 10-Q, will be filed on Form 6-K (or any successor or comparable form applicable to RGHL or the Issuers),); provided, however, that prior to the filing of the Senior Notes Exchange Offer Registration Statement or the Senior Notes Shelf Registration Statement, as the case may be, such report shall not be required to contain any certification required by any such form or by law; and
(ciii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC), such other reports on Form 8-K (or any successor or comparable formform applicable to RGHL or the Issuers), and
(d) any other information, documents and other reports which Nalco Finance LLC the information that would be required by a Form 8-K (or any successor or comparable form applicable to RGHL or the Issuers) (which information, if RGHL and the Issuers are not required to file with reports on Form 8-K will be filed on Form 6-K (or any successor or comparable form applicable to RGHL or the SEC if it were subject to Section 13 or 15(d) of the Exchange ActIssuers)); provided, however, that Nalco Finance LLC RGHL (and the Issuers) shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall RGHL (or the Issuers) will post the reports specified in the first sentence of this paragraph on its website within the time periods that would apply if RGHL were required to file those reports with the SEC. In addition, RGHL will make available such information to prospective purchasers of SecuritiesSenior Notes, in addition to providing such information to the Trustee and the Holdersholders of the Senior Notes, in each case within 15 days after the time Nalco Finance LLC RGHL would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided. Notwithstanding the foregoing, further, that notwithstanding RGHL and the Issuers may satisfy the foregoing reporting requirements (i) prior to the filing with the SEC of the Senior Notes Exchange Offer Registration Statement, or if the Senior Notes Exchange Offer Registration Statement is not filed within the applicable time limits pursuant to the Senior Notes Registration Rights Agreement, the Senior Notes Shelf Registration Statement, by providing the Trustee and the noteholders with (x) substantially the same information as would be required to be filed with the SEC by RGHL and the Issuers on Form 20-F (or any successor or comparable form applicable to RGHL or the Issuers) if they were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within 90 days after the end of the applicable fiscal year and (y) substantially the same information as would be required to be filed with the SEC by RGHL and the Issuers on Form 10-Q (or any successor or comparable form applicable to RGHL or the Issuers) if they were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within 60 days after the end of the applicable fiscal quarter and (ii) after filing with the SEC the Senior Notes Exchange Offer Registration Statement, or if the Senior Notes Exchange Offer Registration Statement is not filed within the applicable time limits pursuant to the Senior Notes Registration Rights Agreement, the Senior Notes Shelf Registration Statement, but prior to the effectiveness of the Senior Notes Exchange Offer Registration Statement or Senior Notes Shelf Registration Statement, by publicly filing with the SEC the Senior Notes Exchange Offer Registration Statement or Senior Notes Shelf Registration Statement, to the extent any such registration statement contains substantially the same information as would be required to be filed by RGHL and the Issuers if they were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, and by providing the Trustee and the noteholders with such registration statement (and amendments thereto) promptly following the filing with the SEC thereof.
(b) Notwithstanding the provisions of Section 4.02(a), the annual reports, information, documents and other reports filed with the SEC will include all of the information, with respect to the financial condition and results of operations of BP I and BP II on a combined basis separate from the financial condition and results of operations from RGHL on a consolidated basis, that RGHL, BP I and BP II are required, as of the Issue Date, to include in information, documents and other reports made available pursuant to the 2009 Indenture (such information, the “Required Financial Information”). If, at any time after the Issue Date, RGHL’s, BP I’s or BP II’s obligations to provide the Required Financial Information shall cease to be in full fiscal year ending December 31force and effect, 2003RGHL, Nalco Finance LLC may deliver BP I and BP II shall make available to the Trustee and the report described noteholders information substantially equivalent to the Required Financial Information as if their obligations to provide such information under the 2009 Indenture remained in clause full force and effect.
(ac) above at any time on or prior to May 15, 2004 and, such report may (xNotwithstanding the provisions of Sections 4.02(a) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that b), RGHL will be deemed to have furnished such reports referred to above to the purchase accounting therein is reflected on a preliminary basis Trustee and is subject to change and (iii) with respect to the holders of the Senior Notes if RGHL has filed such reports that Nalco Finance LLC is not required to file with the SEC via the EDGAR filxxx xystem and such reports are publicly available.
(d) So long as any of the Senior Notes remain outstanding and during any period during which BP I or the Issuers are not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g 3-2(b) of the immediately preceding provisoExchange Act, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant each Issuer will make available to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations holders of the SEC permit Nalco Finance LLC Senior Notes and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownershipprospective investors, directly or indirectlyupon their request, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers shall also furnish to Holders, securities analysts and prospective investors upon request the information required to be delivered pursuant to Rule 144 and by Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates).
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC Holdings may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC shall Holdings will file with the SEC (and provide the Trustee and Holders holders with copies thereof, without cost to each Holderholder, within 15 days after it files them with the SEC),):
(ai) within 90 days after the end of each fiscal year (or such shorter time period as may be required by specified in the SEC)’s rules and regulations for non-accelerated filers, annual reports on Form 10-K (or any successor or comparable form) containing the information that would have been required to be contained therein (or required in such successor or comparable form),
(b) within 45 days after the end of each if Holdings were subject to Section 13 or 15(d) of the first three fiscal quarters of each fiscal year (or such shorter period as may Exchange Act, except to the extent permitted to be required excluded by the SEC);
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports on Form 10Q 10-Q (or any successor or comparable form),) containing the information that would have been required to be contained therein (or required in such successor or comparable form) if Holdings were subject to Section 13 or 15(d) of the Exchange Act, except to the extent permitted to be excluded by the SEC;
(ciii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), ) that would have been required if Holdings were subject to Section 13 or 15(d) of the Exchange Act; and
(div) subject to the foregoing, any other information, documents and other reports which Nalco Finance LLC Holdings would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC Holdings shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall Holdings will make available such information to prospective purchasers of Securities, Notes in addition to providing such information to the Trustee and the Holdersholders, in each case within 15 days after the time Nalco Finance LLC Holdings would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided. In addition to providing such information to the Trustee, furtherHoldings shall make available to the holders, that notwithstanding prospective investors, market makers affiliated with any initial purchaser of the Notes and securities analysts the information required to be provided pursuant to the foregoing with respect clauses (i), (ii) and (iii), by posting such information to its website or on IntraLinks or any comparable online data system or website. If Holdings has designated any of its Subsidiaries as an Unrestricted Subsidiary, then the full fiscal year ending December 31annual and quarterly information required pursuant to clauses (i) and (ii) of this Section 4.02(a) shall include a reasonably detailed presentation, 2003either on the face of the financial statements or in the footnotes thereto, Nalco Finance LLC may deliver of the financial condition and results of operations of Holdings and its Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries.
(b) Notwithstanding the foregoing, Holdings will not be required to the Trustee the report described in clause (a) above at furnish any time on information, certificates or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 reports required by Items 307 or 308 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant K prior to the immediately preceding provisoeffectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer as applicable.
(or a shelf registration, if applicablec) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC Holdings and any direct or indirect parent company of Nalco Finance LLC Holdings to report at such parent entity's ’s level on a consolidated basis and
(ii) and such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLCHoldings, such or
(ii) any direct or indirect parent of Holdings is or becomes a Guarantor of the Notes, consolidated reporting at such parent entity's ’s level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall Holdings will satisfy this Section 4.02, and Holdings is permitted to satisfy its obligations in this Section 4.02 with respect to financial information relating Holdings by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than Holdings and its Subsidiaries, on the one hand, and the information relating to Holdings, the Subsidiary Guarantors and the other Subsidiaries of Holdings on a standalone basis, on the other hand. The Issuers shall also furnish In addition, Holdings will make such information available to Holders, securities analysts and prospective investors upon request request.
(d) Holdings will make such information available to prospective investors upon request. Holdings shall, for so long as any Notes remain outstanding during any period when neither it nor another Reporting Entity is subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act.
(e) Notwithstanding the foregoing, Holdings will be deemed to have furnished the reports and information referred to in this Section 4.02 to the Trustee and the holders if Holdings has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied (1) prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement, by the filing with the SEC of the Exchange Offer Registration Statement or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, if such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) or (2) the posting of reports and information that would be required to be provided to the holders on Holdings’ website (or that of any of Holdings’ parent companies).
(f) Holdings will also hold quarterly conference calls, beginning with the first full fiscal quarter ending after the Issue Date, for all holders of the Notes, prospective investors, market makers affiliated with any initial purchaser of the Notes and securities analysts to discuss such financial information no later than ten Business Days after the distribution of such information required by clauses (i) or (ii) of Section 4.02(a) and, prior to the date of each such conference call, will announce the time and date of such conference call and either include all information necessary to access the call or inform holders of the Notes, prospective investors, market makers affiliated with any initial purchaser of the Notes and securities analysts how they can obtain such information, including, without limitation, the applicable password or login information (if applicable).
(g) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only only, and the Trustee's ’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' ’ compliance with any of its their covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' ’ Certificates).
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC the Co-Issuers may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC shall the Co-Issuers will, beginning with the first required filing after the Exchange Offer, file with the SEC (and provide the Trustee and the Holders of the Notes with copies thereof, without cost to each any Holder, within 15 days after it files them filing with the SEC),
(ai) within 90 days after the end of each fiscal year (or such shorter period as may be required by the SEC), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(bii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC), reports on Form 10Q 10-Q (or any successor or comparable form),
(ciii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8-K by the SEC), such other reports on Form 8-K (or any successor or comparable form), and
(div) any other information, documents and other reports which Nalco Finance LLC the Co-Issuers would be required to file with the SEC if it they were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC the Co-Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall the Co-Issuers will make available such information to prospective purchasers of SecuritiesNotes, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC the Co-Issuers would be required to file such information with the SEC if it they were subject to Section 13 or 15(d) of the Exchange Act; provided. Notwithstanding the foregoing, further, that notwithstanding the foregoing with respect such requirements shall be deemed satisfied prior to the full fiscal year ending December 31commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement, 2003and any amendments thereto, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, with such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of financial information that satisfies Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers 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. .
(b) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Co-Issuers' ’ compliance with any of its their covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' ’ Certificates).
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC Holdings III may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or that Holdings III does not otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC Holdings III shall file with the SEC (and provide make available to the Trustee and Holders with copies thereofof the Notes (without exhibits), without cost to each any Holder, within 15 days after it files them with the SEC)) from and after the Issue Date,
(a1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year (or such shorter period as may be required by the SEC)year, annual reports on Form 10K (-K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form),;
(b2) within 45 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer) after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC)year, reports on Form 10Q (10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form),;
(c3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC)reported, such other reports on Form 8K (-K, or any successor or comparable form), ; and
(d4) any other information, documents and other reports which Nalco Finance LLC Holdings III would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; providedin each case, however, in a manner that Nalco Finance LLC complies in all material respects with the requirements specified in such form (assuming Holdings III were a U.S. person with only unsecured debt registered under the Securities Act); provided that Holdings III shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall Holdings III will make available such information to prospective purchasers of SecuritiesNotes, in addition to providing such information to the Trustee and the HoldersHolders of the Notes, in each case within 15 days after the time Nalco Finance LLC Holdings III would be required to file such information with the SEC SEC, if it were subject to Section Sections 13 or 15(d) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers 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. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its the covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Officer’s Certificates). In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, Holdings III shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(b) For so long as Holdings I, Holdings II or any other direct or indirect parent company of Holdings III is a Guarantor, Holdings III shall be permitted to satisfy its obligations under this Section 4.03 with respect to financial information relating to Holdings III by furnishing financial information relating to Holdings I, Holdings II or such other parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings I, Holdings II or such other parent, on the one hand, and the information relating to Holdings III and its Restricted Subsidiaries on a standalone basis, on the other hand, or, at Holdings III’s option, substantially in the form required by Rule 3-10(d) of Regulation S-X or any successor thereto.
(c) Notwithstanding anything herein to the contrary, Holdings III will not be deemed to have failed to comply with any of its obligations under this Section 4.03 for purposes of clause (3) under Section 6.01 until 120 days after the date any report is due under this Section 4.03.
Appears in 1 contract
Samples: Indenture (Freescale Semiconductor Holdings I, Ltd.)
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC from and after the Issue Date, the Issuer shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within no later than 15 days after it files them with the SEC)periods set forth below,
(a1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year (or such shorter period as may be required by the SEC)year, annual reports on Form 10K (-K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form),;
(b2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC)year, reports on Form 10Q (10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form),;
(c3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC)reported, such other reports on Form 8K (-K, or any successor or comparable form), ; and
(d4) any other information, documents and other reports which Nalco Finance LLC the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; providedin each case, however, in a manner that Nalco Finance LLC complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC the Issuer shall make available such information to prospective purchasers of SecuritiesNotes, in addition to providing such information to the Trustee and the HoldersHolders of the Notes, in each case within 15 5 days after the time Nalco Finance LLC the Issuer would be have been required to file such information with the SEC if it were subject as required pursuant to this Section 13 or 15(d4.03(a). To the extent any such information is not furnished within the time periods specified above in this Section 4.03(a) of and such information is subsequently furnished (including upon becoming publicly available, by filing such information with the Exchange Act; providedSEC), further, that notwithstanding the foregoing Issuer shall be deemed to have satisfied its obligations with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not thereto at such time failed and any Default with respect thereto shall be deemed to comply with its obligations to consummate an exchange offer (or a shelf registrationhave been cured; provided , that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 25.0% in principal amount of the then total outstanding Notes have declared the principal, premium, if applicable) pursuant any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. In addition, to the Registration Agreementextent not satisfied by the foregoing, such reports need not include for so long as any financial statements for full fiscal years ended on or prior to December 31Notes are outstanding, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC Issuer shall satisfy this Section 4.02. The Issuers shall also furnish to Holders, Holders and to securities analysts and prospective investors investors, upon request their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. Delivery .
(b) In the event that any direct or indirect parent company of such reportsthe Issuer is or becomes a Guarantor of the Notes, the Issuer may satisfy its obligations in this Section 4.03 with respect to financial information and documents relating to the Trustee Issuer by furnishing financial information relating to such parent; provided that the same is for informational purposes only accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the Trustee's receipt information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand.
(c) Notwithstanding the foregoing, the requirements of this Section 4.03 shall be deemed satisfied prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement by the filing with the SEC of the exchange offer registration statement or shelf registration statement in accordance with the terms of the Registration Rights Agreement, and any amendments thereto, with such shall not constitute constructive notice financial information that satisfies Regulation S-X of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates)Securities Act.
Appears in 1 contract
Samples: Indenture (CC Media Holdings Inc)
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Issuer shall be required to file with the SEC (and SEC, or provide the Trustee and the Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),with:
(a1) within 90 days (or the successor time period then in effect under the Exchange Act for a non-accelerated filer plus any grace period provided by Rule 12b-25 under the Exchange Act) after the end of each fiscal year (or such shorter period as may be required by the SEC)year, annual reports of the Issuer on Form 10K (-K, or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),;
(b2) within 45 days (or the successor time period then in effect under the Exchange Act for a non-accelerated filer plus any grace period provided by Rule 12b-25 under the Exchange Act) after the end of each of the first three fiscal quarters of each fiscal year year, quarterly reports of the Issuer on Form 10-Q, or any successor or comparable form (with the first such report filed or such shorter period as may provided for the fiscal quarter ending September 30, 2018); and
(3) within the time periods specified for filing Current Reports on Form 8-K after the occurrence of each event that would have been required to be required by reported in a Current Report on Form 8-K under the SEC)Exchange Act if the Issuer had been a reporting company under the Exchange Act, current reports on Form 10Q (8-K, or any successor or comparable form),
(c) promptly from time to time after the occurrence of an event ; provided that no such Current Reports shall be required to be therein reported filed or provided that are not material to the interests of Holders in their capacities as such (and as determined in any event within the time period specified for filing current reports on Form 8K good faith by the SEC)Issuer) or the business, such other assets, operations, financial positions or prospects of the Issuer and the Restricted Subsidiaries, taken as a whole. Notwithstanding the foregoing, (A) none of the foregoing reports on Form 8K (or any successor or comparable form), and
(d) any other information, documents and other reports which Nalco Finance LLC would shall be required to file with (i) contain the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall make available such separate financial information to prospective purchasers of Securities, in addition to providing such information to the Trustee for Guarantors and the Holders, in each case within 15 days after the time Nalco Finance LLC would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the non-guarantor footnote disclosure specified under subsidiaries contemplated by Rule 3-10 or 3-16 of Regulation S-X promulgated by the SEC or (ii) present any information required by Item 9A of Form 10-K, Items 307 or 308 of Regulation S-K (or, in each case, any successor item or provision in respect thereof) or any other rule or regulation implementing Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or by Item 402 of Regulation S-K and (yB) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on the Issuer is a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, Guarantor of the capital stock of Nalco Finance LLCNotes, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers shall also furnish to Holdersthe reports, securities analysts information and prospective investors upon request the information other documents required to be delivered pursuant to Rule 144 filed and Rule 144A(d)(4provided as described above may be those of a parent Issuer, rather than those of the Issuer, so long as such filings would otherwise satisfy in all material respects the requirements of clauses (1), (2) under or (3) above; provided that if such parent company holds material assets (other than cash, Cash Equivalents and the Securities ActCapital Stock of the Issuer and Restricted Subsidiaries) such annual and quarterly reports shall include a reasonable explanation of the material differences between the assets, liabilities and results of operations of such parent company and its consolidated Subsidiaries on the one hand, and the Issuer and the Restricted Subsidiaries on the other hand. Delivery of such reports, information and documents reports to the Trustee trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' ’ Certificates).
(b) Notwithstanding anything herein to the contrary, (A) the Issuer shall not be deemed to have failed to comply with any of its obligations described under this Section 4.03 for purposes of Section 6.01(a)(3) until 60 days after the date any such report is due hereunder and (B) the Issuer shall not be so obligated to file such reports with the SEC (i) if the SEC does not permit such filing and (ii) subject to clause (A) of this sentence, the Issuer makes available the applicable information to prospective purchasers of Notes upon request, in addition to providing such information to the Trustee, in each case, within 15 days after the applicable date the Issuer would be required to file such information pursuant to the first paragraph of this section. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default or Event of Default (unless the Notes have been accelerated at such time) with respect thereto shall be deemed to have been cured.
(c) If the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary, then the annual and quarterly information required by Section 4.03(a) shall include information (which need not be audited or reviewed by the Issuer’s auditors) regarding such Unrestricted Subsidiaries substantially comparable to the financial information of the Unrestricted Subsidiaries presented in the Offering Memorandum in the penultimate paragraph under “Summary - Our Company”; provided that no such information shall be required if such financial information is not material compared to the applicable financial information of the Issuer and its Subsidiaries on a consolidated basis or if such Unrestricted Subsidiaries are not material to the Issuer and its Subsidiaries on a consolidated basis.
(d) So long as the Notes are outstanding and the reports required to be delivered under this Section 4.03 are not filed with the SEC, the Issuer shall maintain a website (that, at the option of the Issuer, may be password protected) to which Holders, prospective investors, broker-dealers and securities analysts are given access promptly upon request and to which all the reports required by this Section 4.03 are posted.
(e) To the extent not satisfied by the reports referred to in Section 4.03(a), the Issuer shall furnish to the Holders, prospective investors, broker-dealers and securities analysts, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act.
(f) The Trustee shall have no obligation to determine whether or not such information, documents or reports in this Section have been filed by the Issuer.
Appears in 1 contract
Samples: Indenture (Fortress Transportation & Infrastructure Investors LLC)
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC Parent may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Parent shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),:
(ai) within 90 days after the end of each fiscal year (or such shorter period as may be required by the SEC)year, annual reports on Form 10K (-K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form),;
(bii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC)year, reports on Form 10Q (10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form),;
(ciii) promptly from time to time after within five (5) Business Days of the occurrence of date on which an event would have been required to be therein reported (and in on a Form 8-K or any successor or comparable form if Parent had been a reporting company under the Exchange Act, a current report relating to such event within the time period specified for filing current reports on Form 8-K by the SEC), such other reports on Form 8K (or any successor or comparable form); in each case, and
in a manner that complies in all material respects with the requirements specified in such form (d) any other except as described above or below and subject, in the case of required financial information, documents and other reports which Nalco Finance LLC would to exceptions consistent with the presentation of financial information in the Offering Memorandum, to the extent filed within the times specified above); provided, that Parent shall not be required to file provide the type of information contemplated by Rule 3-10 of Regulation S-X with the SEC if it were subject respect to Section 13 separate financial statements for Guarantors or 15(d) any financial statements for unconsolidated subsidiaries or 50% or less owned persons contemplated by Rule 3-09 of the Exchange ActRegulation S-X or any schedules required by Regulation S-X, or in each case, any successor provisions; provided, howeverfurther, that Nalco Finance LLC Parent shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall Parent will make available such information to the Trustee, the Holders of the Notes and prospective purchasers of Securities, in addition to providing such information to the Trustee and the HoldersNotes, in each case within 15 days after the time Nalco Finance LLC Parent would be required to file such information with the SEC SEC, if it were subject to Section Sections 13 or 15(d) of the Exchange Act; provided. In addition, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31extent not satisfied by the foregoing, 2003Parent agrees that, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at for so long as any time on or prior to May 15Notes are outstanding, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers shall also it will furnish to Holders, Holders and to securities analysts and prospective investors investors, upon request their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents .
(b) Notwithstanding anything herein to the Trustee is for informational purposes only and the Trustee's receipt of such shall contrary, Parent will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance be deemed to have failed to comply with any of its covenants obligations hereunder (as for purposes of Section 6.01(a)(iii) hereof until 90 days after the receipt of the written notice delivered thereunder. To the extent any information is not provided within the time periods specified in this Section 4.03 and such information is subsequently provided, Parent will be deemed to which the Trustee is entitled have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to rely exclusively (subject to Article 7 hereof) on Officers' Certificates)have been cured.
Appears in 1 contract
Reports and Other Information. Notwithstanding that Nalco Finance LLC may (a) Whether or not be subject to required by the reporting requirements of Section 13 or 15(d) of the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by of the SEC, Nalco Finance LLC from and after the Issue Date, for so long as any Senior Notes are outstanding, the Issuer shall file with the SEC (SEC, and provide make available to the Trustee and Holders with copies thereofof the Senior Notes (without exhibits), without cost to each any Holder, within 15 days after it files the Issuer is required to file them with the SEC),SEC pursuant to this Section 4.03:
(a1) within 90 days after the end of each fiscal year (or such shorter period as may be required by ending after the SEC)Issue Date, annual reports on Form 10K (-K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form),;
(b2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC)year, reports on Form 10Q (10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form),; provided that no such report shall be required pursuant to this clause (2) for 75 days following the Issue Date;
(c3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC)reported, such other reports on Form 8K (-K, or any successor or comparable form), ; and
(d4) any other information, documents and other reports which Nalco Finance LLC that the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; providedin each case, however, in a manner that Nalco Finance LLC complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC the Issuer shall make available such information to prospective purchasers of SecuritiesSenior Notes, in addition to providing such information to the Trustee and the HoldersHolders of the Senior Notes, in each case within 15 days after the time Nalco Finance LLC would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; providedperiods specified above. In addition, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31extent not satisfied by the foregoing, 2003the Issuer shall, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at for so long as any time on or prior to May 15Senior Notes are outstanding, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers shall also furnish to Holders, Holders and to securities analysts and prospective investors investors, upon request their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. .
(b) In the event that any direct or indirect parent company of the Issuer becomes a Guarantor of the Senior Notes, the Issuer may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand.
(c) Notwithstanding the foregoing, the requirements of this Section 4.03 shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement (1) by the filing with the SEC of the Exchange Offer Registration Statement or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X, subject to exceptions consistent with the presentation of financial information in the Offering Circular, to the extent filed within the times specified above, or (2) by posting reports that would be required to be filed substantially in the form required by the SEC on the Issuer’s website (or that of any of its parent companies) or providing such reports to the Trustee within 15 days after the time periods specified above, the financial information (including a “Management’s discussion and analysis of results of operations and financial condition” section) that would be required to be included in such reports, subject to exceptions consistent with the presentation of financial information in the Offering Circular, to the extent filed within the times specified above.
(d) Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its agreements set forth under this Section 4.03 for purposes of clause (3) under Section 6.01 until 120 days after the date any report required to be provided by this Section 4.03 is due.
(e) Delivery of such reports, information and documents to the Trustee is for informational purposes only only, and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively (subject to Article 7 hereof) on Officers' Certificatesan Officer’s Certificate).
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Issuer shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it the Issuer files them such reports with the SEC),
(a1) within 90 days after the end of each fiscal year (or such shorter time period as may be required by specified in the SEC)’s rules and regulations for non-accelerated filers, annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(b2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter time period as may be required by specified in the SEC)’s rules and regulations for non-accelerated filers, reports on Form 10Q 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(c3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(d4) any other information, documents and other reports which Nalco Finance LLC the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC the Issuer shall make available such information to prospective purchasers of SecuritiesNotes, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC the Issuer would be required to file such information with the SEC SEC, if it were subject to Section Sections 13 or 15(d) of the Exchange Act; provided. Delivery of such reports, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver information and documents to the Trustee is for informational purposes only and the report described in clause Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including compliance with any of the covenants hereunder (aas to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The availability of the foregoing materials on the SEC’s Electronic Data Gathering and Retrieval (XXXXX) above at service or on the Issuer’s website shall be deemed to satisfy the Issuer’s delivery obligation.
(b) Notwithstanding the foregoing, the Issuer shall not be required to furnish any time on information, certificates or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 reports required by Items 307 or 308 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant K prior to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an effectiveness of the exchange offer registration statement or shelf registration statement.
(or a shelf registration, if applicablec) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC the Issuer and any direct or indirect parent company of Nalco Finance LLC the Issuer to report at such parent entity's ’s level on a consolidated basis and
(ii) and such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLCthe Issuer, such consolidated or
(ii) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, consolidating reporting at such the parent entity's ’s level in a manner consistent with that described in this Section 4.02 4.03 for Nalco Finance LLC the Issuer shall satisfy this Section 4.02. 4.03, and the Issuer shall satisfy its obligations under this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Guarantors and the other Subsidiaries of the Issuer on a standalone basis, on the other hand.
(d) The Issuers shall also furnish Issuer will make the reports and other information required by this Section 4.03 available to Holders, securities analysts and prospective investors upon request request. In addition, the Issuer shall, for so long as any Notes are outstanding during any period when the Issuer is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, the Issuer shall furnish to Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. Delivery of .
(e) Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports, information and documents reports referred to above to the Trustee is for informational purposes only and the Trustee's receipt of Holders if the Issuer has filed such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including reports with the Issuers' compliance with any of its covenants hereunder (as to which SEC via the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates)XXXXX filing system and such reports are publicly available.
Appears in 1 contract
Samples: Senior Subordinated Notes Indenture (Claires Stores Inc)
Reports and Other Information. Notwithstanding that Nalco Finance LLC may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),
(a) Holdings shall furnish: (1) within 90 days after the end of each fiscal year (or of Holdings ending after the Issue Date, the consolidated financial statements of Holdings for such shorter period as may fiscal year and the prior fiscal year prepared in accordance with GAAP, together with a report thereon by Holdings’ independent auditors, and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements substantially similar to that which would be required by the SEC), annual reports included in an Annual Report on Form 10-K (or any successor or comparable form) containing form filed with the information SEC by Holdings assuming Holdings were required to be contained therein (or required in prepare and file such successor or comparable form),
; (b2) within 45 days after the end of each of the first three fiscal quarters of in each fiscal year (or of Holdings, beginning with the first such shorter fiscal quarter ending after the Issue Date, the condensed consolidated financial statements of Holdings for such fiscal quarter and the comparable period as may in the prior fiscal year prepared in accordance with GAAP, together with a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements substantially similar to that which would be required by the SEC), reports included in a Quarterly Report on Form 10Q (10-Q or any successor or comparable form filed with the SEC by Holdings assuming Holdings were required to prepare and file such form),
; and (c3) promptly from time information substantially similar to time after the occurrence of an event information that would be required to be therein reported (and included in any event within the time period specified for filing current reports a Current Report on Form 8K by the SEC), such other reports on Form 8-K (or any successor or comparable form), and
(d) any other information, documents and other reports which Nalco Finance LLC would be required to file filed with the SEC if it by Holdings assuming Holdings were subject required to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC shall not be so obligated to prepare and file such reports form) pursuant to: Item 1.01 (Entry into a Material Definitive Agreement); Item 1.02 (Termination of a Material Definitive Agreement); Item 1.03 (Bankruptcy or Receivership); Item 2.01 (Completion of Acquisition or Disposition of Assets); Item 2.04 (Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement); Item 2.05 (Costs Associated with the SEC if the SEC does not permit such filing, Exit or Disposal Activities); Item 2.06 (Material Impairments); Item 4.01 (Changes in which event Nalco Finance LLC shall make available such information to prospective purchasers of Securities, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange ActRegistrant’s Certifying Accountants); provided, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause Item 4.02 (a) above at any time Non-Reliance on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (Previously Issued Financial Statements or a shelf registration, if applicableRelated Audit Report or Completed Interim Review); Item 5.01 (Changes in Control of Registrant); Item 5.02(b) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on (Departure of Directors or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules Certain Officers); and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers 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. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates).Item 5.02
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),
(ai) within 90 days after the end of each fiscal year (or such shorter period as may be required time periods specified by the SEC)Exchange Act, annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(bii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required time periods specified by the SEC)Exchange Act, reports on Form 10Q 10-Q (or any successor or comparable form),
(ciii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8-K by the SEC), such other reports on Form 8-K (or any successor or comparable form), and
(div) any other information, documents and other reports which Nalco Finance LLC the Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC the Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC the Company shall post the reports specified above on its website within the time periods that would apply if the Company were required to file those reports with the SEC. In addition, the Company shall make available such information to prospective purchasers of SecuritiesNotes, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC the Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided.
(b) Notwithstanding the foregoing, further, that notwithstanding the foregoing with respect Company shall be deemed to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver have furnished such reports referred to above to the Trustee and the report described in clause (a) above at any time on or Holders if it has filed such reports with the SEC via the EXXXX filing system and such reports are publicly available. In addition, such requirements shall be deemed satisfied prior to May 15the commencement of the Registered Exchange Offer relating to the applicable Notes or the effectiveness of the Shelf Registration Statement by the filing with the SEC of an exchange offer registration statement or Shelf Registration Statement in accordance with the provisions of the Registration Rights Agreement, 2004 andand any amendments thereto, with such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of financial information that satisfies Regulation S-X of the Securities Act and provided that such registration statement or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in this Section 4.02.
(yc) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC the Company and any direct or indirect parent company of Nalco Finance LLC the Company to report at such parent entity's ’s level on a consolidated basis basis; and
(ii) such parent entity of Nalco Finance LLC the Company is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLCthe Company, then such consolidated reporting at such parent entity's ’s level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC the Company shall satisfy this Section 4.02. The Issuers 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.
(d) under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' ’ Certificates).
Appears in 1 contract
Samples: Indenture (Metals USA Plates & Shapes Southcentral, Inc.)
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Issuer shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it the Issuer files them such reports with the SEC),
(a1) within 90 days after the end of each fiscal year (or such shorter time period as may be required by specified in the SEC)’s rules and regulations for non-accelerated filers, annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(b2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter time period as may be required by specified in the SEC)’s rules and regulations for non-accelerated filers, reports on Form 10Q 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(c3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(d4) any other information, documents and other reports which Nalco Finance LLC the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC the Issuer shall make available such information to prospective purchasers of SecuritiesNotes, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC the Issuer would be required to file such information with the SEC SEC, if it were subject to Section Sections 13 or 15(d) of the Exchange Act; provided. Delivery of such reports, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver information and documents to the Trustee is for informational purposes only and the report described in clause Trustee’s receipt of such shall not constitute constructive notice of any information contained therein, including compliance with any of the covenants hereunder (aas to which the Trustee and the Collateral Agent are entitled to rely exclusively on Officer’s Certificates). The availability of the foregoing materials on the SEC’s Electronic Data Gathering and Retrieval service or on the Issuer’s website shall be deemed to satisfy the Issuer’s delivery obligation.
(b) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC the Issuer and any direct or indirect parent company of Nalco Finance LLC the Issuer to report at such parent entity's ’s level on a consolidated basis and
(ii) and such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLCthe Issuer, such consolidated or
(ii) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, consolidating reporting at such the parent entity's ’s level in a manner consistent with that described in this Section 4.02 4.03 for Nalco Finance LLC the Issuer shall satisfy this Section 4.02. 4.03, and the Issuer shall satisfy its obligations under this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Guarantors and the other Subsidiaries of the Issuer on a standalone basis, on the other hand.
(c) Notwithstanding the foregoing, the Issuer shall not be required to include in any report referred to above any information required by Rule 3-16 of Regulation S-X under the Securities Act.
(d) The Issuers shall also furnish Issuer will make the reports and other information required by this Section 4.03 available to Holders, securities analysts and prospective investors upon request request. In addition, the Issuer shall, for so long as any Notes are outstanding during any period when the Issuer is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. Delivery of .
(e) Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports, information and documents reports referred to above to the Trustee is for informational purposes only and the Trustee's receipt of Holders if the Issuer has filed such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including reports with the Issuers' compliance with any of its covenants hereunder (as to which SEC via the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates)XXXXX filing system and such reports are publicly available.
Appears in 1 contract
Samples: Senior Secured First Lien Notes Indenture (Claires Stores Inc)
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Issuer shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it the Issuer files them such reports with the SEC),
(a1) within 90 days after the end of each fiscal year (or such shorter time period as may be required by specified in the SEC)’s rules and regulations for non-accelerated filers, annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(b2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter time period as may be required by specified in the SEC)’s rules and regulations for non-accelerated filers, reports on Form 10Q 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(c3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(d4) any other information, documents and other reports which Nalco Finance LLC the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC the Issuer shall make available such information to prospective purchasers of SecuritiesNotes, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC the Issuer would be required to file such information with the SEC SEC, if it were subject to Section Sections 13 or 15(d) of the Exchange Act; provided. Delivery of such reports, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver information and documents to the Trustee is for informational purposes only and the report described in clause Trustee’s receipt of such shall not constitute constructive notice of any information contained therein, including compliance with any of the covenants hereunder (aas to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The availability of the foregoing materials on the SEC’s Electronic Data Gathering and Retrieval service or on the Issuer’s website shall be deemed to satisfy the Issuer’s delivery obligation.
(b) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC the Issuer and any direct or indirect parent company of Nalco Finance LLC the Issuer to report at such parent entity's ’s level on a consolidated basis and
(ii) and such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLCthe Issuer, such consolidated or
(ii) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, consolidating reporting at such the parent entity's ’s level in a manner consistent with that described in this Section 4.02 4.03 for Nalco Finance LLC the Issuer shall satisfy this Section 4.02. 4.03, and the Issuer shall satisfy its obligations under this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Guarantors and the other Subsidiaries of the Issuer on a standalone basis, on the other hand.
(c) The Issuers shall also furnish Issuer will make the reports and other information required by this Section 4.03 available to Holders, securities analysts and prospective investors upon request request. In addition, the Issuer shall, for so long as any Notes are outstanding during any period when the Issuer is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. Delivery of .
(d) Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports, information and documents reports referred to above to the Trustee is for informational purposes only and the Trustee's receipt of Holders if the Issuer has filed such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including reports with the Issuers' compliance with any of its covenants hereunder (as to which SEC via the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates)XXXXX filing system and such reports are publicly available.
Appears in 1 contract
Reports and Other Information. Notwithstanding (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Issuer will furnish to the holders (with a copy to the Trustee), or file electronically with the SEC through the SEC’s Electronic Data Gathering, Analysis and Retrieval System (or any successor system) (“XXXXX”), within the time periods specified in the SEC’s rules and regulations (after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act):
(i) all quarterly and annual information that Nalco Finance LLC may would be required to be contained in reports on Forms 10-Q and 10-K (or any successor or comparable form) required to be filed with the SEC if the Issuer were required to file such reports, 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 Issuer’s independent registered public accounting firm; and
(ii) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor or comparable form) if the Issuer were required to file such reports. The financial information required by Section 4.02(a)(i) will not be required to include a footnote presenting the condensed consolidating financial information specified in Rule 3-10 of Regulation S-X promulgated by the SEC (or any successor provisions) (“Regulation S-X”), but will provide textual disclosure consistent with the disclosure in the Offering Memorandum of the non-Guarantors whose results are required to be consolidated for the purposes of presentation in accordance with GAAP of consolidated financial statements of the Issuer and its subsidiaries for any of the periods presented in such financial information. Additionally, the financial information required by Section 4.02(a)(i) will not be required to include the information contemplated by Rules 3-09 or 3-16 of Regulation S-X.
(b) If the Issuer does not file reports containing such information with the SEC, then the Issuer will deliver such information and reports to the Trustee and make available such information and such reports to any noteholders, bona fide prospective investors, market makers affiliated with any Initial Purchaser, and any bona fide securities analyst by posting such information on Intralinks or any comparable password-protected online data system which will require a confidentiality acknowledgment, and will make such information readily available to any noteholders, bona fide prospective investors, market makers affiliated with any Initial Purchaser, and any bona fide securities analyst who (i) agrees to treat such information as confidential or (ii) accesses such information on Intralinks or any comparable password-protected online data system which will require a confidentiality acknowledgment; provided that the Issuer shall post such information thereon and make readily available any password or other login information to any such noteholders, bona fide prospective investors, market makers affiliated with any Initial Purchaser and any bona fide securities analyst. The Issuer will hold a quarterly conference call for all noteholders, bona fide prospective investors, market makers affiliated with any Initial Purchaser and any bona fide securities analyst to discuss financial information within ten (10) Business Days after distribution of such financial information; provided that any customary quarterly earnings call with public equity holders shall be deemed to constitute such quarterly conference call for purposes of this Indenture.
(c) The Issuer shall, for so long as any Notes remain outstanding during any period when it is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant permitted to rules and regulations promulgated by furnish the SEC, Nalco Finance LLC shall file SEC with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),
(a) within 90 days after the end of each fiscal year (or such shorter period as may be information required by this Section 4.02, furnish to noteholders, bona fide prospective investors, market makers affiliated with any initial purchaser of the SEC)Notes, annual reports on Form 10K (or and any successor or comparable form) containing bona fide securities analyst, upon their request, the information required to be contained therein delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Issuer may satisfy its obligation to furnish such information by making such information available electronically (or required in such successor or comparable form),
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required including by posting to a non-public, password-protected website maintained by the SEC)Issuer or a third party) to any holder, reports on Form 10Q (bona fide prospective investor, market maker affiliated with any Initial Purchaser or any successor or comparable form),
(c) promptly from time bona fide securities analyst, in each case, who provides to time after the occurrence of an event required to be therein reported (Issuer its email address, employer name and in any event within the time period specified for filing current reports on Form 8K other information reasonably requested by the SEC)Issuer. For purposes of this Section 4.02, such other reports on Form 8K (any prospective investor or any successor or comparable form), andsecurities analyst shall be deemed “bona fide” if it certifies it is “bona fide.”
(d) any other information, documents and other reports which Nalco Finance LLC would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall make available such information to prospective purchasers of Securities, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC the Issuer and any direct or indirect parent company of Nalco Finance LLC the Issuer to report at such parent entity's ’s level on a consolidated basis and
(ii) and such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLCthe Issuer, such consolidated or
(ii) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, consolidating reporting at such the parent entity's ’s level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall the Issuer will satisfy this Section 4.02. The Issuers shall also furnish , and the Issuer is permitted to Holders, securities analysts and prospective investors upon request satisfy its obligations in this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(e) Notwithstanding the foregoing, if at any time the Issuer is not subject to Section 13 or 15(d) of the Exchange Act:
(i) the Issuer will not be required to furnish any information, certificates or reports required by (x) Section 302, 404 or 906 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K, or (y) Regulation G or Item 10(e) of Regulation S-K promulgated by the SEC with respect to financial measures contained therein;
(ii) the financial information required by Section 4.02(a)(i) hereof will not be delivered pursuant required to contain the separate financial statements or other information contemplated by Rule 144 3-05, Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X;
(iii) the information and Rule 144A(d)(4reports referred to in Sections 4.02(a)(i) under and (ii) hereof shall not be required to present compensation or beneficial ownership information; and
(iv) the Securities Act. information and reports referred to in Sections 4.02(a)(i) and (ii) shall not be required to include any exhibits required by Item 15 of Form 10-K, Item 6 of Form 10-Q or Item 9.01 of Form 8-K.
(f) Notwithstanding the foregoing, the Issuer will be deemed to have furnished the reports referred to in this Section 4.02 to the Trustee and the holders if the Issuer has filed such reports with the SEC via XXXXX and such reports are publicly available, it being understood that the Trustee shall have no responsibility to determine if such information is publicly available.
(g) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only only, and the Trustee's ’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Issuer’s compliance with any of its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Officer’s Certificates).
Appears in 1 contract
Samples: Indenture (TopBuild Corp)
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Issuer shall either file with the SEC (and or provide the Trustee and to Holders with copies thereof, without cost to each Holder, within no later than 15 days after it files them with the SEC)periods set forth below,
(a1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year (or such shorter period as may be required by the SEC)year, annual reports on Form 10K (-K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form),;
(b2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC)year, reports on Form 10Q (10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form),;
(c3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC)reported, such other reports on Form 8K (-K, or any successor or comparable form), ; and
(d4) any other information, documents and other reports which Nalco Finance LLC the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; providedin each case, however, in a manner that Nalco Finance LLC complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filingSEC, in which event Nalco Finance LLC the Issuer shall make available such information to prospective purchasers of SecuritiesNotes, in addition to providing such information to the Trustee and the HoldersHolders of the Notes, in each case within 15 5 days after the time Nalco Finance LLC the Issuer would be have been required to file such information with the SEC if it were subject as required pursuant to this Section 13 or 15(d) of the Exchange Act; provided4.03(a). In addition, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31extent not satisfied by the foregoing, 2003the Issuer will agree that, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at for so long as any time on or prior to May 15Notes are outstanding, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers shall also it will furnish to Holders, Holders and to securities analysts and prospective investors investors, upon request their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' ’ Certificates).
(b) In the event that any direct or indirect parent company of the Issuer becomes a guarantor of the Notes, the Issuer may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand.
(c) The requirement to furnish any of the reports required pursuant to Section 4.03(a) hereof may be satisfied by the posting of such reports within the time periods specified above on Intralinks or any comparable password protected online data system requiring user identification and a confidentiality acknowledgement (the “Secured System”). If the Issuer uses the Secured System to satisfy such requirements, it shall make readily and promptly available any password or other login information relating to the Secured System to Holders, prospective investors (each a “Prospective Investor”), security analysts who have certified to the Issuer that they are reputable security analysts employed by a reputable financial institution who regularly cover or intend to cover the Issuer and the Notes (each, a “Security Analyst”) and market makers who have certified to the Issuer that they are reputable market makers who regularly make or intend to make a market in the Notes (each, a “Market Maker”), and shall make readily and promptly available on an “Investor Relations” page on its external website contact information for being provided access to the Secured System to any Holders, Prospective Investors, Security Analysts or Market Makers and promptly comply with any such requests for access to the Secured System.
(d) Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the Holders if it has filed (or, in the case of an Item 2.02 or Item 7.01 Form 8-K, furnished) such reports with the SEC and such reports are publicly available.
(e) With respect to all of the foregoing, the Trustee shall have no obligation to determine whether such information, documents or reports have been so posted or filed. Notwithstanding anything herein to the contrary, failure by the Issuer to comply with any of its obligations hereunder for purposes of Section 6.01(a)(3) hereof will not constitute an Event of Default under such Section 6.01(a)(3) until 90 days after the receipt of the written notice delivered thereunder. To the extent any information is not provided within the time periods specified in this Section 4.03 and such information is subsequently provided, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured.
Appears in 1 contract
Samples: Indenture (West Corp)
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to the rules and regulations promulgated by the SECCommission, Nalco Finance LLC shall the Company will file with the SEC Commission within the time periods specified in the Commission’s rules and regulations that are then applicable to the Company (or if the Company is not then subject to the reporting requirements of the Exchange Act, then the time periods for filing applicable to a filer that is not an “accelerated filer” as defined in such rules and provide the Trustee regulations):
(1) all quarterly and Holders with copies thereof, without cost annual financial information that would be required to each Holder, within 15 days after it files them be contained in a filing with the SEC),
(a) within 90 days after the end of each fiscal year Commission on Forms 10-Q (or such shorter period as may be required by the SEC), annual reports on Form any successor or comparable form) and 10-K (or any successor or comparable form) containing 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 contained therein (or required in such successor or comparable form),
(b) within 45 days after filed with the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC), reports on Form 10Q (or any successor or comparable form),
(c) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports Commission on Form 8K by the SEC), such other reports on Form 8-K (or any successor or comparable form), and
(d) any other information, documents and other reports which Nalco Finance LLC would be if the Company were required to file such reports, in each case, in a manner that complies in all material respects with the SEC if it were subject to requirements specified in such form.
(b) Notwithstanding Section 13 or 15(d) of 4.06(a), the Exchange Act; provided, however, that Nalco Finance LLC shall Company will not be so obligated to file such reports with the SEC Commission if the SEC Commission does not permit such filing, in which event Nalco Finance LLC shall make so long as the Company provides such information to the Trustee and the Holders and makes available such information to prospective purchasers of Securities, in addition to providing such information to the Trustee and the HoldersNotes, in each case within 15 days after at the time Nalco Finance LLC Company’s expense and by the applicable date the Company would be required to file such information with the SEC if it were subject pursuant to Section 13 or 15(d) 4.06(a). In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Company will furnish to the Holders and to prospective purchasers of the Exchange Act; providedNotes, furtherupon their request, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers 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.
(c) The requirements set forth in Sections 4.06(a) and 4.06(b) may be satisfied by delivering such information to the Trustee and posting copies of such information on a website (which may be non-public and may be maintained by the Company or a third party) to which access will be given to Holders and prospective purchasers of the Notes.
(d) At any time that the Company is not subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, no later than five Business Days after the date of the annual and quarterly financial information for the prior fiscal period have been filed pursuant to clause (1) of Section 4.06(a), the Company shall also hold live quarterly conference calls with the opportunity to ask questions of management. No fewer than ten Business Days prior to the date such conference call is to be held, the Company shall issue a press release to the appropriate U.S. wire services announcing such quarterly conference call for the benefit of the Holders, beneficial owners of the Notes, prospective purchasers of the Notes, securities analysts and market making financial institutions, which press release shall contain the time and the date of such conference call and direct the recipients thereof to contact an individual at the Company (for whom contact information shall be provided in such notice) to obtain information on how to access such quarterly conference call.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by this Section 4.06 shall 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” section, 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.
(f) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Issuers' Company’s, any Guarantor’s or any other Person’s compliance with any of its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' ’ Certificates). The Trustee shall have no obligation or responsibility to determine whether the Company (or any other Person) is required to file any reports or other information with the Commission, whether the Company’s information is available on (or has been posted to any website, other online data system or filed with XXXXX (or any successor system) or whether the Company (or any other Person) has otherwise delivered any notice or report in accordance with the requirements specified in this Section 4.06.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Company shall file with the SEC (and provide make available to the Trustee and Holders with copies thereof(without exhibits), without cost to each any Holder, within 15 days after it files them with the SEC)) from and after the Issue Date,
(a1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year (or such shorter period as may be required by the SEC)year, annual reports on Form 10K (-K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form),;
(b2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC)year, reports on Form 10Q (10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form),; and
(c3) promptly from time to time after the occurrence of an a material event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC)reported, such other reports on Form 8K (-K, or any successor or comparable form); in each case, and
(d) any other information, documents and other reports which Nalco Finance LLC would be required to file in a manner that complies in all material respects with the SEC if it were subject to Section 13 or 15(d) of requirements specified in such form; provided that the Exchange Act; provided, however, that Nalco Finance LLC Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC the Company shall make available such information to prospective purchasers of SecuritiesNotes, in addition to providing such information to the Trustee and the HoldersHolders of the Notes, in each case within 15 days after the time Nalco Finance LLC the Company would be required to file such information with the SEC SEC, if it were subject to Section 13 or 15(d) of the Exchange Act; provided. In addition, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31extent not satisfied by the foregoing, 2003for so long as any Notes are outstanding, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC Company shall satisfy this Section 4.02. The Issuers shall also furnish to Holders, Holders and to securities analysts and prospective investors investors, upon request their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. Delivery of such reports, .
(b) The Company may satisfy its obligations under this Section 4.03 with respect to financial information and documents relating to the Trustee Company by furnishing financial information relating to Parent (or any parent entity of Parent) as long as Parent (or any such parent entity of Parent) provides a Guarantee of the Notes; provided that the same is for informational purposes only accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Parent (or such parent entity, as the case may be), on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a stand-alone basis, on the other hand.
(c) Notwithstanding the foregoing, such requirements of this Section 4.03 shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration (but in no event later than the date specified in the applicable Registration Rights Agreement by which the applicable Exchange Offer for the Notes must be consummated)
(1) by the filing with the SEC of the Exchange Offer Registration Statement or the Shelf Registration Statement (or any other registration statement), and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum, or (2) by posting reports that would be required to be filed by the first paragraph of this covenant substantially in the form required by the SEC on the Company’s website (or on the website of any of its parent companies) or providing such reports to the Trustee's receipt , with financial information that satisfies Regulation S-X of such the Securities Act, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum, to the extent filed or posted within the times specified above.
(d) Notwithstanding anything herein to the contrary, the Company shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance be deemed to have failed to comply with any of its covenants hereunder (as to which obligations under this Section 4.03 for purposes of this Indenture, including Section 6.01(a)(3) hereof, until at least 90 days after the Trustee date any report is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates)due under this Section 4.03.
Appears in 1 contract
Reports and Other Information. Notwithstanding that Nalco Finance LLC may (a) So long as any Securities are outstanding and whether or not be the Issuer is then subject to the reporting requirements of Section 13 13(a) or 15(d) of the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant the Issuer shall furnish to rules and regulations promulgated by the SEC, Nalco Finance LLC shall file with the SEC Trustee: (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),
(ai) within 90 days after the end of each fiscal year (or such shorter period as may be required by the SEC), annual reports on Form 10K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(b) within 45 65 days after the end of each of the first three fiscal quarters in each fiscal year, quarterly reports containing unaudited financial statements (including a balance sheet and statement of income, changes in stockholders’ equity and cash flow) for and as of the end of such fiscal quarter and year to date period (with comparable financial statements for the corresponding fiscal quarter and year to date period of the immediately preceding fiscal year); (ii) within 120 days after the end of each fiscal year (or such shorter period as may year, an annual report that includes all information that would be required by to be filed with the SEC), reports SEC on Form 10Q 20-F (or any successor or comparable form),
; and (ciii) promptly from time at or prior to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC), such other reports on Form 8K (or any successor or comparable form), and
(d) any other information, documents and other reports which Nalco Finance LLC times as would be required to file with be filed or furnished to the SEC if it were as a “foreign private issuer” subject to Section 13 13(a) or 15(d) of the Exchange Act, all such other reports and information that the Issuer would have been required to file or furnish pursuant thereto; provided, however, that Nalco Finance LLC shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall make available such information to prospective purchasers of Securities, in addition to providing such information to the Trustee and extent that the HoldersIssuer ceases to qualify as a “foreign private issuer” within the meaning of the Exchange Act, in each case within 15 days after whether or not the time Nalco Finance LLC would be required to file such information with the SEC if it were Issuer is then subject to Section 13 13(a) or 15(d) of the Exchange Act; provided, further, that notwithstanding the foregoing Issuer shall either file or furnish with respect the SEC (as a “voluntary filer” if the Issuer is not then subject to Section 13(a) or 15(d) of the Exchange Act) or furnish to the full fiscal year ending December 31Trustee, 2003so long as any Securities are outstanding, Nalco Finance LLC may deliver to within 30 days of the Trustee respective dates on which the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not Issuer would be required to file such documents with the SEC if it was required to file such documents under the Exchange Act, all reports and other information that would be required to be filed with (or furnished to) the SEC pursuant to Section 13(a) or 15(d) of the immediately preceding provisoExchange Act as, in the Issuer’s sole discretion, either a “foreign private issuer” or a U.S. domestic registrant.
(b) In addition, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) required by the rules and regulations of the SEC, the Issuer shall electronically file or furnish, as the case may be, a copy of all such information and reports with the SEC permit Nalco Finance LLC and for public availability within the time periods specified above. In US-DOCS\124080491.2 addition, for so long as any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownershipSecurities remain outstanding, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC Issuer shall satisfy this Section 4.02. The Issuers shall also furnish to Holders, securities analysts the Holders and prospective investors identified by a Holder, upon request their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. The Issuer will also make any of the foregoing information available during normal business hours on any weekday at the offices of the listing agent in the Grand Duchy of Luxembourg if and for so long as the Securities are listed on the Official List of the Luxembourg Stock Exchange and are traded on the Luxembourg Stock Exchange’s Euro MTF Market and the regulations of the Luxembourg Stock Exchange so require.
(c) Notwithstanding the foregoing, the Issuer shall be deemed to have furnished such reports referred to in the first paragraph of this Section 4.02 to the Trustee and the Holders of Securities if the Issuer has filed or furnished such reports with the SEC and such reports are publicly available on the SEC’s website; provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been so filed or furnished. Delivery of such reports, information and documents to the Trustee pursuant to this covenant is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Issuer’s compliance with any of its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Officer’s Certificates).
(d) So long as any Securities are outstanding, the Issuer shall also: (1) not later than 10 Business Days after furnishing to the Trustee the annual and quarterly reports required by clauses (i) and (ii) of Section 4.02(a), hold a publicly accessible conference call to discuss such reports and the results of operations for the relevant reporting period (including a question and answer portion of the call); and (2) issue a press release to an internationally recognized wire service no fewer than three Business Days prior to the date of the conference call required by the foregoing clause (1) of this paragraph, announcing the time and date of such conference call and either including all information necessary to access the call or directing Holders of the Securities, prospective investors, broker dealers and securities analysts to contact the appropriate person at the Issuer to obtain such information. At any time that any of the Issuer’s Subsidiaries that are Significant Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by the first paragraph of this Section 4.02 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto or in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer, provided that the Issuer will not be required to provide such separate information to the extent such Unrestricted Subsidiaries are the subject of a confidential filing of a registration statement with the SEC. Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its agreements pursuant to this Section 4.02 for purposes of Section 6.01(d) until 30 days after the date any report hereunder is required to be filed with the SEC (or otherwise made available to Holders or the Trustee) pursuant to this Section 4.02. US-DOCS\124080491.2 In the event that the rules and regulations of the SEC permit the Issuer or any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis, the Issuer may satisfy its obligations under this Section 4.02 by furnishing financial information and reports relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
Appears in 1 contract
Samples: Indenture (Constellium Se)
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC Holdings may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC shall so long as any Loans are outstanding, Holdings will file with the SEC (from and provide after the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),Closing Date:
(ai) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year (or such shorter period as may be required by the SEC)year, annual reports on Form 10K (-K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form),;
(bii) within 45 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer) after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC)year, quarterly reports on Form 10Q (10-Q, or any successor or comparable form),, containing the information required to be contained therein, or required in such successor or comparable form; and
(ciii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC)reported, such other reports on Form 8K (-K, or any successor or comparable form); in each case, and
(d) any other information, documents and other reports which Nalco Finance LLC would be required to file in a manner that complies in all material respects with the SEC if it were subject to Section 13 or 15(d) of the Exchange Actrequirements specified in such form; provided, however, provided that Nalco Finance LLC Holdings shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall Holdings will make available such information to Lenders, prospective purchasers of Securitieslenders, in addition to providing such information to the Trustee securities analysts and the Holdersprospective investors, in each case within 15 days after the time Nalco Finance LLC Holdings would be required to file such information with the SEC SEC, if it were subject to Section 13 or 15(d) of the Exchange Act; provided. In addition, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31extent not satisfied by the foregoing, 2003Holdings will, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at for so long as any time on or prior to May 15Loans are outstanding, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers shall also furnish to Holders, Lenders and to securities analysts and prospective investors investors, upon request their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with .
(b) If Holdings has designated any of its covenants hereunder Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of Holdings , then the annual and quarterly information required by Section 9.1(a) shall include a presentation of selected financial metrics (in Holdings’ sole discretion) of such Unrestricted Subsidiaries as a group in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” (c) Notwithstanding the foregoing, the requirements in this Section 9.1 shall be deemed satisfied by Holdings if Holdings furnishes financial information relating to which any parent entity of Holdings; provided, however, that the Trustee same is entitled accompanied by selected financial metrics (in the Borrower’s sole discretion) that show the differences between the information relating to rely exclusively (subject such parent, on the one hand, and the information relating to Article 7 hereof) Holdings and the Restricted Subsidiaries on Officers' Certificates)a standalone basis, on the other hand.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Company shall file with the SEC (and provide make available to the Trustee and Holders with copies thereofof the Notes (without exhibits), without cost to each any Holder, within 15 days after it the Company files (or is otherwise required to file) them with the SEC)) from and after the Issue Date,
(a1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year (or such shorter period as may be required by the SEC)year, annual reports on Form 10K (-K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form),;
(b2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC)year, reports on Form 10Q (10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form),; and
(c3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC)reported, such other reports on Form 8K (-K, or any successor or comparable form), and
(d) any other informationin each case, documents and other reports which Nalco Finance LLC would be required to file in a manner that complies in all material respects with the SEC if it were subject to Section 13 or 15(d) of requirements specified in such form; provided that the Exchange Act; provided, however, that Nalco Finance LLC Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC the Company shall make available such information to prospective purchasers of SecuritiesNotes, in addition to providing such information to the Trustee and the HoldersHolders of the Notes, in each case within 15 days after the time Nalco Finance LLC the Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided. In addition, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31extent not satisfied by the foregoing, 2003for so long as the Notes are outstanding, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC Company shall satisfy this Section 4.02. The Issuers shall also furnish to Holders, Holders and to securities analysts and prospective investors investors, upon request their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. .
(b) Notwithstanding the foregoing, the Company may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Company by furnishing financial information relating to the Parent Guarantor; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand.
(c) The Company will be deemed to have furnished the reports required under this Section 4.03 if the Parent Guarantor has filed such reports with the SEC via the XXXXX (or successor) filing system and such reports are publicly available.
(d) Notwithstanding anything herein to the contrary, the Company will not be deemed to have failed to comply with any of its agreements hereunder for purposes of clause (3) under Section 6.01 until 120 days after the date any report hereunder is required to be filed with the SEC pursuant to this Section 4.03.
(e) Delivery of such reports, information and documents to the Trustee is for informational purposes only only, and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively (subject to Article 7 hereof) on an Officers' Certificates’ Certificate).
(f) To the extent any information is not provided within the time periods specified in this Section 4.03 and such information is subsequently provided, the Company will be deemed to have satisfied its delivery obligations with respect to its delay in delivery at such time and any Default with respect thereto shall be deemed to have been cured.
Appears in 1 contract
Samples: Indenture (Aramark)
Reports and Other Information. Notwithstanding that Nalco Finance LLC may not be subject (a) So long as any Notes are outstanding, the Issuer shall provide to the reporting requirements of Section 13 or 15(d) Trustee and, upon request, to the Holders of the Exchange Act, or otherwise report on an annual Notes a copy of all of the following information and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),reports:
(ai) within 90 days after the end of each fiscal year (or such shorter longer period as may be permitted by the SEC (including pursuant to Rule 12b-25 of the Exchange Act; provided that the Issuer shall not be required to provide the information required by paragraph (a) or (c) thereof) if the SECIssuer were then subject to SEC reporting requirements as a non-accelerated filer), annual reports audited financial statements for such fiscal year including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to the periods presented and a report on Form 10K the annual financial statements by the Issuer’s auditors (or any successor or comparable form) containing all of the foregoing financial information required to be contained therein prepared on a basis substantially consistent with the corresponding financial information included in the Offering Memorandum), (or required in such successor or comparable form),
(bii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter longer period as may be required permitted by the SEC), reports on Form 10Q SEC (or any successor or comparable form),
(c) promptly from time including pursuant to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC), such other reports on Form 8K (or any successor or comparable form), and
(d) any other information, documents and other reports which Nalco Finance LLC would be required to file with the SEC if it were subject to Section 13 or 15(d) Rule 12b-25 of the Exchange Act; provided, however, provided that Nalco Finance LLC the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall make available such information to prospective purchasers of Securities, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC would be required to file such provide the information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause required by paragraph (a) above at any time on or prior to May 15, 2004 and, such report may (xc) exclude thereof) if the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is Issuer were then subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding provisoreporting requirements as a non-accelerated filer), if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any unaudited financial statements for full the interim period as of, and for the period ending on, the end of such fiscal years ended quarter including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (all of the foregoing financial information to be prepared on or prior to December 31, 2002 other than such a basis substantially consistent with the corresponding financial statements information included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis Memorandum), and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers 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. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates).
Appears in 1 contract
Samples: Indenture (PPD, Inc.)
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC the Issuers may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC shall the Issuers will, to the extent permitted by the Exchange Act, beginning with the first required filing after the Exchange Offer, file with the SEC (and provide the Trustee and the Holders of the Notes with copies thereof, without cost to each Holder, within 15 days after it files them filing with the SEC),
(ai) within 90 days after the end of each fiscal year (or such shorter period as may be required by the SEC), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(bii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC), reports on Form 10Q 10-Q (or any successor or comparable form),
(ciii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8-K by the SEC), such other reports on Form 8-K (or any successor or comparable form), and
(div) any other information, documents and other reports which Nalco Finance LLC the Issuers would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC the Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall the Issuers will make available such information to prospective purchasers of SecuritiesNotes, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC the Issuers would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided. Notwithstanding the foregoing, further, that notwithstanding the foregoing with respect (A) such requirements shall be deemed satisfied prior to the full fiscal year ending December 31commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement, 2003and any amendments thereto, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, with such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of financial information that satisfies Regulation S-X of the Securities Act and (yB) indicate that audited financial statements relating to periods subsequent to the purchase accounting therein is reflected Issue Date will not be required to be presented on a preliminary side-by-side or comparative basis and is subject to change and with any of the Company's financial statements audited by Xxxxxx Xxxxxxxx LLP.
(iiib) In addition, beginning with respect to reports that Nalco Finance LLC is not required to file the quarter ended March 29, 2003, until the Issuers have filed with the SEC the Exchange Offer Registration Statement and/or Shelf Registration Statement, the Issuers will make available to Holders of the Notes within 60 days after the end of each fiscal quarter and within 90 days after the end of each fiscal year, financial statements and a management's discussion and analysis for each such period similar to that which would be included in a Form 10-Q or Form 10-K, as applicable; provided, however that the Company will not be required to provide separate financial statements or a management's discussion and analysis for fiscal year 2002. Notwithstanding the foregoing, any historical fi- nancial statements provided pursuant to this Section 4.18(b) relating to periods during which the immediately preceding proviso, if Nalco Finance LLC has not at such time failed Company retained Xxxxxx Xxxxxxxx LLP to comply with act as its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports independent auditor need not include provide any more detail or be in a different form than the financial statements for full fiscal years ended on or prior relating to December 31, 2002 other than such financial statements included periods contained in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers 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 ActMemorandum. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Issuer's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates).
Appears in 1 contract
Samples: Indenture (Universal City Development Partners LTD)
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC Parent may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Parent shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),:
(ai) within 90 days after the end of each fiscal year (or such shorter period as may be required by the SEC)year, annual reports on Form 10K (-K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form),;
(bii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC)year, reports on Form 10Q (10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form),;
(ciii) promptly from time to time after within five (5) Business Days of the occurrence of date on which an event would have been required to be therein reported (and in on a Form 8-K or any successor or comparable form if Parent had been a reporting company under the Exchange Act, a current report relating to such event within the time period specified for filing current reports on Form 8-K by the SEC), such other reports on Form 8K (or any successor or comparable form); in each case, and
in a manner that complies in all material respects with the requirements specified in such form (d) any other except as described above or below and subject, in the case of required financial information, documents and other reports which Nalco Finance LLC would be required to file exceptions consistent with the SEC if it were subject presentation of financial information in the Offering Memorandum, to Section 13 or 15(d) of the Exchange Actextent filed within the times specified above); provided, however, that Nalco Finance LLC Parent shall not be so obligated to file such reports with the SEC (A) if the SEC does not permit such filingfiling or (B) prior to the consummation of an exchange offer or the effectiveness of a Shelf Registration Statement as required by the Registration Rights Agreement, in which event Nalco Finance LLC Parent shall make available such information to the Trustee, the Holders of the Notes and prospective purchasers of Securities, in addition to providing such information to the Trustee and the HoldersNotes, in each case within 15 days after the time Nalco Finance LLC Parent would be required to file such information with the SEC SEC, if it were subject to Section Sections 13 or 15(d) of the Exchange Act; provided. In addition, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31extent not satisfied by the foregoing, 2003Parent agrees that, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at for so long as any time on or prior to May 15Notes are outstanding, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers shall also it will furnish to Holders, Holders and to securities analysts and prospective investors investors, upon request their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. Delivery ; provided, further, that any report required to be delivered under clause (i) or (ii) of such reports, information and documents this Section 4.03(a) prior to the Trustee is for informational purposes only and completion of the Trustee's receipt of such first full fiscal year following the Issue Date shall not constitute constructive notice of be required to comply with Regulation S-X or contain all purchase accounting adjustments relating to the Transactions to the extent it is not practicable to include any information contained therein or determinable from information contained thereinsuch adjustments in such report.
(b) Notwithstanding anything herein to the contrary, including the Issuers' compliance Parent will not be deemed to have failed to comply with any of its covenants obligations hereunder (as for purposes of Section 6.01(a)(iii) hereof until 90 days after the receipt of the written notice delivered thereunder. To the extent any information is not provided within the time periods specified in this Section 4.03 and such information is subsequently provided, Parent will be deemed to which the Trustee is entitled have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to rely exclusively (subject to Article 7 hereof) on Officers' Certificates)have been cured.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Issuer shall either file with the SEC (and or provide the Trustee and to Holders with copies thereof, without cost to each Holder, within no later than 15 days after it files them with the SEC)periods set forth below,
(a1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year (or such shorter period as may be required by the SEC)year, annual reports on Form 10K (-K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form),;
(b2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC)year, reports on Form 10Q (10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form),;
(c3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC)reported, such other reports on Form 8K (-K, or any successor or comparable form), ; and
(d4) any other information, documents and other reports which Nalco Finance LLC the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; providedin each case, however, in a manner that Nalco Finance LLC complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filingSEC, in which event Nalco Finance LLC the Issuer shall make available such information to prospective purchasers of SecuritiesNotes, in addition to providing such information to the Trustee and the HoldersHolders of the Notes, in each case within 15 5 days after the time Nalco Finance LLC the Issuer would be have been required to file such information with the SEC if it were subject as required pursuant to this Section 13 or 15(d) of the Exchange Act; provided4.03(a). In addition, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31extent not satisfied by the foregoing, 2003the Issuer agrees that, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at for so long as any time on or prior to May 15Notes are outstanding, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC it shall satisfy this Section 4.02. The Issuers shall also furnish to Holders, Holders and to securities analysts and prospective investors investors, upon request their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' ’ Certificates).
(b) In the event that any direct or indirect parent company of the Issuer becomes a guarantor of the Notes, the Issuer may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand.
(c) The requirement to furnish any of the reports required pursuant to Section 4.03(a) hereof may be satisfied by the posting of such reports within the time periods specified above on Intralinks or any comparable password protected online data system requiring user identification and a confidentiality acknowledgement (the “Secured System”). If the Issuer uses the Secured System to satisfy such requirements, it shall make readily and promptly available any password or other login information relating to the Secured System to Holders, prospective investors (each a “Prospective Investor”), security analysts who have certified to the Issuer that they are reputable security analysts employed by a reputable financial institution who regularly cover or intend to cover the Issuer and the Notes (each, a “Security Analyst”) and market makers who have certified to the Issuer that they are reputable market makers who regularly make or intend to make a market in the Notes (each, a “Market Maker”), and shall make readily and promptly available on an “Investor Relations” page on its external website contact information for being provided access to the Secured System to any Holders, Prospective Investors, Security Analysts or Market Makers and promptly comply with any such requests for access to the Secured System.
(d) Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the Holders if it has filed (or, in the case of an Item 2.02 or Item 7.01 Form 8-K, furnished) such reports with the SEC and such reports are publicly available.
(e) With respect to all of the foregoing, the Trustee shall have no obligation to determine whether such information, documents or reports have been so posted or filed. Notwithstanding anything herein to the contrary, failure by the Issuer to comply with any of its obligations hereunder for purposes of Section 6.01(a)(3) hereof will not constitute an Event of Default under such Section 6.01(a)(3) until 90 days after the receipt of the written notice delivered thereunder. To the extent any information is not provided within the time periods specified in this Section 4.03 and such information is subsequently provided, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured.
Appears in 1 contract
Samples: Indenture (West Corp)
Reports and Other Information. Notwithstanding that Nalco Finance LLC the Borrower may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Borrower shall file with the SEC (and provide the Trustee and Holders Lender with copies thereof, without cost to each Holderthe Lender, within 15 days after it files them with the SEC),
(a) within 90 days after the end of each fiscal year (or such shorter longer period as may be required permitted by the SECSEC if the Borrower were then subject to such SEC reporting requirements as a non-accelerated filer), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form)) including, without limitation, a management’s discussion and analysis of financial information,
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter longer period as may be required permitted by the SECSEC if the Borrower were then subject to such SEC reporting requirements as a non-accelerated filer), quarterly reports on Form 10Q 10-Q (or any successor or comparable form)) containing the information required to be contained therein (or required in such successor or comparable form) including, without limitation, a management’s discussion and analysis of financial information,
(c) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8-K by the SEC), such other reports on Form 8-K (or any successor or comparable form), and
(d) any other information, documents and other reports which Nalco Finance LLC that the Borrower would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC the Borrower shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC the Borrower shall make available put such information to prospective purchasers of Securitieson its website, in addition to providing such information to the Trustee and the HoldersLender, in each case within 15 days after the time Nalco Finance LLC the Borrower would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided. For the avoidance of doubt, further, that notwithstanding the foregoing obligations of the Borrower under this Section 2 shall commence with respect to the full Borrower’s first fiscal year ending December 31quarter that ends after the Closing Date. Notwithstanding the foregoing, 2003, Nalco Finance LLC may deliver the Borrower will be deemed to have furnished such reports referred to above to the Trustee Lender if the report described in clause Borrower or any direct or indirect parent of the Borrower (aincluding Holdings) above at any time on or prior to May 15, 2004 and, has filed such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to via the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, XXXXX filing system and such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circularare publicly available. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC the Borrower (including Holdings) to report at such parent entity's ’s level on a consolidated basis and
(ii) and such parent entity of Nalco Finance LLC the Borrower is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLCthe Borrower, or
(ii) such parent entity is or becomes a Guarantor of the Obligations, such consolidated reporting at such parent entity's ’s level in a manner consistent with that described in this Section 4.02 2 for Nalco Finance LLC shall the Borrower will satisfy this Section 4.02. The Issuers shall also furnish to Holders2; provided that, securities analysts and prospective investors upon request such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information required relating to be delivered pursuant such direct or indirect parent and any of its Subsidiaries other than the Borrower and its Subsidiaries, on the one hand, and the information relating to Rule 144 the Borrower and Rule 144A(d)(4) under its Subsidiaries on a stand-alone basis, on the Securities Actother hand. Delivery of such reports, information and documents to the Trustee Lender is for informational purposes only and the Trustee's Lender’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Borrower’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates)hereunder.
Appears in 1 contract
Samples: Third Lien Credit Agreement (Delta Tucker Holdings, Inc.)
Reports and Other Information. Notwithstanding that Nalco Finance LLC Holdings may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC Holdings shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),
(a) within 90 days after the end of each fiscal year (or such shorter period as may be required by the SEC, or such longer period as may be permitted by Rule 12b-25 of the Exchange Act), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC, or such longer period as may be permitted by Rule 12b-25 of the Exchange Act), reports on Form 10Q 10-Q (or any successor or comparable form),
(c) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC)reported, such other reports on Form 8-K (or any successor or comparable form), and
(d) any other information, documents and other reports which Nalco Finance LLC Holdings would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC Holdings shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC Holdings shall make available such information to prospective purchasers of SecuritiesNotes, including by posting such reports on the primary website of Holdings or its Subsidiaries, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC Holdings would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC Holdings and any direct or indirect parent company of Nalco Finance LLC Holdings to report at such parent entity's ’s level on a consolidated basis and
(ii) and such parent entity of Nalco Finance LLC Holdings is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock Capital Stock of Nalco Finance LLCHoldings, or
(ii) any direct or indirect parent of Holdings becomes a guarantor of the Notes, the Indenture will permit Holdings to satisfy its obligations in this covenant with respect to financial information relating to Holdings by furnishing financial information relating to such consolidated reporting at parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent entity's level in and any of its Subsidiaries other than Holdings and its Subsidiaries, on the one hand, and the information relating to Holdings, the Guarantors, if any, and the other Subsidiaries on a manner consistent standalone basis, on the other hand. In addition, Holdings shall, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers shall also certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders, securities analysts and prospective investors upon request their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, Holdings will be deemed to have furnished such reports referred to above to the Trustee and the Holders if Holdings has filed such reports with the SEC via the EXXXX filing system and such reports are publicly available. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' ’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' ’ Certificates).
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC TCEH may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC TCEH shall file with the SEC (and provide make available to the Trustee and Holders with copies thereofof the Notes (without exhibits), without cost to each any Holder, within 15 days after it files them with the SEC)) from and after the Issue Date,
(a1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year (or such shorter period as may be required by the SEC)year, annual reports on Form 10K (-K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form),;
(b2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC)year, reports on Form 10Q (10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form),;
(c3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC)reported, such other reports on Form 8K (-K, or any successor or comparable form), ; and
(d4) any other information, documents and other reports which Nalco Finance LLC TCEH would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, in each case in a manner that Nalco Finance LLC complies in all material respects with the requirements specified in such form; provided that TCEH shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC TCEH shall make available such information to prospective purchasers of SecuritiesNotes, in addition to providing such information to the Trustee and the HoldersHolders of the Notes, in each case within 15 days after the time Nalco Finance LLC TCEH would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; and provided, further, further that notwithstanding in no event shall such reports be required to contain separate financial statements for any Guarantor the foregoing with respect shares of which are pledged to secure the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at Notes or any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified Guarantee that would be required under Rule Section 3-10 16 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant X. In addition, to the immediately preceding provisoextent not satisfied by the foregoing, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations each of the SEC permit Nalco Finance LLC Parent Guarantor and the Issuer shall, for so long as any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownershipNotes are outstanding, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers shall also furnish to Holders, Holders and to securities analysts and prospective investors investors, upon request their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act.
(b) In the event that any direct or indirect parent company of TCEH is or becomes a Guarantor of the Notes (including the Parent Guarantor), TCEH may satisfy its obligations under this Section 4.03 with respect to financial information relating to TCEH by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to TCEH and its Restricted Subsidiaries on a standalone basis, on the other hand. Delivery of such reports, information and documents Notwithstanding anything herein to the Trustee is for informational purposes only and the Trustee's receipt of such contrary, TCEH shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance be deemed to have failed to comply with any of its covenants obligations hereunder (as for purposes of Section 6.01(a)(3) hereof until 60 days after the date any report is due pursuant to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates)this Section 4.03.
Appears in 1 contract
Samples: Indenture (Energy Future Intermediate Holding CO LLC)
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Issuer shall file with the SEC (SEC, and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),:
(ai) within 90 days after the end of each fiscal year (other than for the fiscal year ended September 30, 2010, which shall be 105 days after the end of such fiscal year) (or such shorter longer period as may be required permitted by the SECSEC if the Issuer were then subject to such SEC reporting requirements as a non-accelerated filer), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form)) including, without limitation, a management’s discussion and analysis of financial information,
(bii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter longer period as may be required permitted by the SECSEC if the Issuer were then subject to such SEC reporting requirements as a non-accelerated filer), quarterly reports on Form 10Q 10-Q containing the information required to be contained therein (or any successor or comparable form),) including, without limitation, a management’s discussion and analysis of financial information, and
(ciii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8-K by the SEC), such other reports on Form 8-K (or any successor or comparable form), and
(d) any other information, documents and other reports which Nalco Finance LLC would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; providedprovided , however, that Nalco Finance LLC the Issuer shall not be so obligated to file such reports with the SEC if prior to the SEC does not permit such filingeffectiveness of any registration statement pursuant to the Registration Rights Agreement, in which event Nalco Finance LLC the Issuer shall make available put such information to prospective purchasers of Securitieson its website, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers 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. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Officer’s Certificates).
(b) Notwithstanding the foregoing, prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement with respect to the Notes, the Issuer shall not be required to furnish any information, certificates or reports required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K, (ii) Item 10(e) or Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (iii) solely in respect of business combinations or acquisitions consummated prior to the Issue Date, Rule 3-05 of Regulation S-X or (iv) Rule 3-09 of Regulation S-X.
(c) For so long as the Issuer has designated certain of its Subsidiaries as Unrestricted Subsidiaries, then the financial information required to be provided shall 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 information, of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer.
(d) For avoidance of doubt, the obligations of the Issuer under this Section 3.2 shall commence with respect to the first quarter that ends after the Issue Date.
(e) In addition, to the extent not satisfied by the foregoing, the Issuer shall agree that, for so long as any Notes are outstanding, it shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(f) Notwithstanding the foregoing, the Issuer shall be deemed to have furnished such reports referred to above to the Trustee and the Holders if the Issuer or any direct or indirect parent of the Issuer (including Holdings) has filed such reports with the SEC via the XXXXX (or successor) filing system and such reports are publicly available.
(g) Notwithstanding the foregoing, the requirement to provide the information and reports referred to in Sections 3.2(a)(i), (ii) and (iii) shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of a Shelf Registration Statement relating to the registration of the Notes under the Securities Act by the filing (within the time periods specified for such filings in the Registration Rights Agreement) with the SEC of a registration statement, and any amendments thereto, with such financial information that satisfies Regulation S-X under the Securities Act.
(h) So long as Notes are outstanding, the Issuer shall also:
(i) as promptly as reasonably practicable after furnishing to the Trustee the annual and quarterly reports required by Sections 3.2(a)(i) and (ii), hold a conference call to discuss such reports and the results of operations for the relevant reporting period; and
Appears in 1 contract
Samples: Indenture (Solgar)
Reports and Other Information. Notwithstanding (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Issuer will furnish to the holders (with a copy to the Trustee), or file electronically with the SEC through the SEC’s Electronic Data Gathering, Analysis and Retrieval System (or any successor system) (“XXXXX”), within the time periods specified in the SEC’s rules and regulations (after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act):
(i) all quarterly and annual information that Nalco Finance LLC may would be required to be contained in reports on Forms 10-Q and 10-K (or any successor or comparable form) required to be filed with the SEC if the Issuer were required to file such reports, 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 Issuer’s independent registered public accounting firm; and
(ii) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor or comparable form) if the Issuer were required to file such reports. The financial information required by Section 4.02(a)(i) will not be required to include a footnote presenting the condensed consolidating financial information specified in Rule 3-10 of Regulation S-X promulgated by the SEC (or any successor provisions), but will require textual disclosure consistent with the disclosure in the Offering Memorandum of the non-Guarantors whose results are required to be consolidated for the purposes of presentation in accordance with GAAP of consolidated financial statements of the Issuer and its subsidiaries for any of the periods presented in such financial information.
(b) If the Issuer does not file reports containing such information with the SEC, then the Issuer will deliver such information and reports to the Trustee and make available such information and such reports to any noteholders, bona fide prospective investors, market makers affiliated with any Initial Purchaser, and any bona fide securities analyst by posting such information on Intralinks or any comparable password-protected online data system which will require a confidentiality acknowledgment, and will make such information readily available to any noteholders, bona fide prospective investors, market makers affiliated with any Initial Purchaser, and any bona fide securities analyst who (i) agrees to treat such information as confidential or (ii) accesses such information on Intralinks or any comparable password-protected online data system which will require a confidentiality acknowledgment; provided that the Issuer shall post such information thereon and make readily available any password or other login information to any such noteholders, bona fide prospective investors, market makers affiliated with any Initial Purchaser and any bona fide securities analyst. The Issuer will hold a quarterly conference call for all noteholders, bona fide prospective investors, market makers affiliated with any Initial Purchaser and any bona fide securities analyst to discuss financial information within ten (10) Business Days after distribution of such financial information; provided that any customary quarterly earnings call with public equity holders shall be deemed to constitute such quarterly conference call for purposes of this Indenture.
(c) In addition, the Issuer shall, for so long as any Notes remain outstanding during any period when it is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant permitted to rules and regulations promulgated by furnish the SEC, Nalco Finance LLC shall file SEC with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),
(a) within 90 days after the end of each fiscal year (or such shorter period as may be information required by this Section 4.02, furnish to noteholders, bona fide prospective investors, market makers affiliated with any initial purchaser of the SEC)Notes, annual reports on Form 10K (or and any successor or comparable form) containing bona fide securities analyst, upon their request, the information required to be contained therein delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Issuer may satisfy its obligation to furnish such information by making such information available electronically (or required in such successor or comparable form),
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required including by posting to a non-public, password-protected website maintained by the SEC)Issuer or a third party) to any holder, reports on Form 10Q (bona fide prospective investor, market maker affiliated with any Initial Purchaser or any successor or comparable form),
(c) promptly from time bona fide securities analyst, in each case, who provides to time after the occurrence of an event required to be therein reported (Issuer its email address, employer name and in any event within the time period specified for filing current reports on Form 8K other information reasonably requested by the SEC)Issuer. For purposes of this Section 4.02, such other reports on Form 8K (any prospective investor or any successor or comparable form), andsecurities analyst shall be deemed “bona fide” if it certifies it is “bona fide.”
(d) any other information, documents and other reports which Nalco Finance LLC would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall make available such information to prospective purchasers of Securities, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC the Issuer and any direct or indirect parent company of Nalco Finance LLC the Issuer to report at such parent entity's ’s level on a consolidated basis and
(ii) and such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLCthe Issuer, such consolidated or
(ii) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, consolidating reporting at such the parent entity's ’s level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall the Issuer will satisfy this Section 4.02. The Issuers shall also furnish , and the Issuer is permitted to Holders, securities analysts and prospective investors upon request satisfy its obligations in this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information required relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(e) Notwithstanding the foregoing, the Issuer will be delivered pursuant deemed to Rule 144 have furnished the reports referred to in this Section 4.02 to the Trustee and Rule 144A(d)(4the holders if the Issuer has filed such reports with the SEC via XXXXX and such reports are publicly available, it being understood that the Trustee shall have no responsibility to determine if such information is publicly available.
(f) under the Securities Act. Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only only, and the Trustee's ’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Issuer’s compliance with any of its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Officer’s Certificates).
Appears in 1 contract
Samples: Indenture (Trimas Corp)
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC from and after the Issue Date, the Issuer shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within no later than 15 days after it files them with the SEC)periods set forth below,
(a1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year (or such shorter period as may be required by the SEC)year, annual reports on Form 10K (-K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form),;
(b2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC)year, reports on Form 10Q (10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form),;
(c3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC)reported, such other reports on Form 8K (-K, or any successor or comparable form), ; and
(d4) any other information, documents and other reports which Nalco Finance LLC the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; providedin each case, however, in a manner that Nalco Finance LLC complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC the Issuer shall make available such information to prospective purchasers of SecuritiesNotes, in addition to providing such information to the Trustee and the HoldersHolders of the Notes, in each case within 15 5 days after the time Nalco Finance LLC the Issuer would be have been required to file such information with the SEC if it were subject as required pursuant to this Section 13 or 15(d4.03(a). To the extent any such information is not furnished within the time periods specified above in this Section 4.03(a) of and such information is subsequently furnished (including upon becoming publicly available, by filing such information with the Exchange ActSEC), the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided, furtherthat such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 25.0% in principal amount of the then total outstanding Notes have declared the principal, that notwithstanding premium, if any, interest and any other monetary obligations on all the foregoing with respect then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. In addition, to the full fiscal year ending December 31extent not satisfied by the foregoing, 2003for so long as any Notes are outstanding, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC Issuer shall satisfy this Section 4.02. The Issuers shall also furnish to Holders, Holders and to securities analysts and prospective investors investors, upon request their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. Delivery .
(b) In the event that any direct or indirect parent company of such reportsthe Issuer is or becomes a Guarantor of the Notes, the Issuer may satisfy its obligations in this Section 4.03 with respect to financial information and documents relating to the Trustee Issuer by furnishing financial information relating to such parent; provided that the same is for informational purposes only accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the Trustee's receipt information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand.
(c) Notwithstanding the foregoing, the requirements of this Section 4.03 shall be deemed satisfied prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement by the filing with the SEC of the exchange offer registration statement or shelf registration statement in accordance with the terms of the Registration Rights Agreement, and any amendments thereto, with such shall not constitute constructive notice financial information that satisfies Regulation S-X of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates)Securities Act.
Appears in 1 contract
Samples: Indenture (C C Media Holdings Inc)
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC Holdings III may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or that Holdings III does not otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC Holdings III shall file with the SEC (and provide make available to the Trustee and Holders with copies thereofof the Notes (without exhibits), without cost to each any Holder, within 15 days after it files them with the SEC)) from and after the Issue Date,
(a1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year (or such shorter period as may be required by the SEC)year, annual reports on Form 10K (-K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form),;
(b2) within 45 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer) after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC)year, reports on Form 10Q (10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form),;
(c3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC)reported, such other reports on Form 8K (-K, or any successor or comparable form), ; and
(d4) any other information, documents and other reports which Nalco Finance LLC Holdings III would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case, in a manner that complies in all material respects with the requirements specified in such form (assuming Holdings III were a U.S. person with only unsecured debt registered under the Securities Act); provided, however, that Nalco Finance LLC Holdings III shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall Holdings III will make available such information to prospective purchasers of SecuritiesNotes, in addition to providing such information to the Trustee and the HoldersHolders of the Notes, in each case within 15 days after the time Nalco Finance LLC Holdings III would be required to file such information with the SEC SEC, if it were subject to Section Sections 13 or 15(d) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers 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. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its the covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Officer’s Certificates). In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, Holdings III shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(b) For so long as Parent, Holdings II or any other direct or indirect parent company of Holdings III is a Guarantor, Holdings III shall be permitted to satisfy its obligations under this Section 4.03 with respect to financial information relating to Holdings III by furnishing financial information relating to Parent, Holdings II or such other parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Parent, Holdings II or such other parent, on the one hand, and the information relating to Holdings III and its Restricted Subsidiaries on a standalone basis, on the other hand or, at Holdings III’s option, substantially in the form required by Rule 3-10(d) of Regulation S-X or any successor thereto.
(c) Holdings III will be deemed to have furnished reports required to be delivered under this Section 4.03 to the Trustee and the Holders if it has filed such reports with the SEC using the Xxxxx filing system and such reports are publicly available without charge.
(d) Notwithstanding anything herein to the contrary, Holdings III will not be deemed to have failed to comply with any of its obligations under this Section 4.03 for purposes of clause (3) under Section 6.01 until 120 days after the date any report is due under this Section 4.03.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Issuer shall be required to file with the SEC (and SEC, or provide the Trustee and the Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),with:
(a1) within 90 days (or the successor time period then in effect under the Exchange Act for a non-accelerated filer plus any grace period provided by Rule 12b-25 under the Exchange Act) after the end of each fiscal year (or such shorter period as may be required by the SEC)year, annual reports of the Issuer on Form 10K (-K, or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),;
(b2) within 45 days (or the successor time period then in effect under the Exchange Act for a non-accelerated filer plus any grace period provided by Rule 12b-25 under the Exchange Act) after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by commencing with the SECfiscal quarter ending March 31, 2017), quarterly reports of the Issuer on Form 10Q (10-Q, or any successor or comparable form),; and
(c3) promptly from within the time to time periods specified for filing Current Reports on Form 8-K after the occurrence of an each event that would have been required to be therein reported (and in any event within a Current Report on Form 8-K under the time period specified for filing Exchange Act if the Issuer had been a reporting company under the Exchange Act, current reports on Form 8K by the SEC)-K, such other reports on Form 8K (or any successor or comparable form), and
(d) any other information, documents and other reports which Nalco Finance LLC would ; provided that no such Current Reports shall be required to file with be filed or provided that are not material to the SEC if it were subject to Section 13 interests of Holders in their capacities as such (as determined in good faith by the Issuer) or 15(d) the business, assets, operations, financial positions or prospects of the Exchange Act; provided, however, that Nalco Finance LLC shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall make available such information to prospective purchasers of Securities, in addition to providing such information to the Trustee Issuer and the HoldersRestricted Subsidiaries, in each case within 15 days after taken as a whole. Notwithstanding the time Nalco Finance LLC would foregoing, (A) none of the foregoing reports shall be required to file such (i) contain the separate financial information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the for Guarantors and non-guarantor footnote disclosure specified under subsidiaries contemplated by Rule 3-10 or 3-16 of Regulation S-X promulgated by the SEC or (ii) present any information required by Item 9A of Form 10-K, Items 307 or 308 of Regulation S-K (or, in each case, any successor item or provision in respect thereof) or any other rule or regulation implementing Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or by Item 402 of Regulation S-K and (yB) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on the Issuer is a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, Guarantor of the capital stock of Nalco Finance LLCNotes, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers shall also furnish to Holdersthe reports, securities analysts information and prospective investors upon request the information other documents required to be delivered pursuant to Rule 144 filed and Rule 144A(d)(4provided as described above may be those of a parent Issuer, rather than those of the Issuer, so long as such filings would otherwise satisfy in all material respects the requirements of clauses (1), (2) under or (3) above; provided that if such parent company holds material assets (other than cash, Cash Equivalents and the Securities ActCapital Stock of the Issuer and Restricted Subsidiaries) such annual and quarterly reports shall include a reasonable explanation of the material differences between the assets, liabilities and results of operations of such parent company and its consolidated Subsidiaries on the one hand, and the Issuer and the Restricted Subsidiaries on the other hand. Delivery of such reports, information and documents reports to the Trustee trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Officer’s Certificates).
(b) Notwithstanding anything herein to the contrary, (A) the Issuer shall not be deemed to have failed to comply with any of its obligations described under this Section 4.03 for purposes of Section 6.01(a)(3) until 60 days after the date any such report is due hereunder and (B) the Issuer shall not be so obligated to file such reports with the SEC (i) if the SEC does not permit such filing and (ii) subject to clause (A) of this sentence, the Issuer makes available the applicable information to prospective purchasers of Notes upon request, in addition to providing such information to the Trustee, in each case, within 15 days after the applicable date the Issuer would be required to file such information pursuant to the first paragraph of this section. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default or Event of Default (unless the Notes have been accelerated at such time) with respect thereto shall be deemed to have been cured.
(c) If the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary, then the annual and quarterly information required by Section 4.03(a) shall include information (which need not be audited or reviewed by the Issuer’s auditors) regarding such Unrestricted Subsidiaries substantially comparable to the financial information of the Unrestricted Subsidiaries presented in the Offering Memorandum under “Summary—Market Sectors—Non-Aviation Leasing”; provided that no such information shall be required if such financial information is not material compared to the applicable financial information of the Issuer and its Subsidiaries on a consolidated basis or if such Unrestricted Subsidiaries are not material to the Issuer and its Subsidiaries on a consolidated basis.
(d) So long as the Notes are outstanding and the reports required to be delivered under this Section 4.03 are not filed with the SEC, the Issuer shall maintain a website (that, at the option of the Issuer, may be password protected) to which Holders, prospective investors, broker-dealers and securities analysts are given access promptly upon request and to which all the reports required by this Section 4.03 are posted.
(e) To the extent not satisfied by the reports referred to in Section 4.03(a), the Issuer shall furnish to the Holders, prospective investors, broker-dealers and securities analysts, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act.
(f) The Trustee shall have no obligation to determine whether or not such information, documents or reports in this Section have been filed by the Issuer.
Appears in 1 contract
Samples: Indenture (Fortress Transportation & Infrastructure Investors LLC)
Reports and Other Information. Notwithstanding that Nalco Finance LLC may (a) Whether or not be the Borrower is subject to the reporting requirements of Section 13 13(a) or 15(d) of the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant the Borrower will furnish to rules and regulations promulgated by the SEC, Nalco Finance LLC shall file with the SEC Administrative Agent: (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),
(a1) within 90 days after the end of each fiscal year (or such shorter period as may be required by the SEC), annual reports on Form 10K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(b) within 45 65 days after the end of each of the first three fiscal quarters in each fiscal year, quarterly reports containing unaudited financial statements (including a balance sheet and statement of income, changes in stockholders’ equity and cash flow) for and as of the end of such fiscal quarter and year to date period (with comparable financial statements for the corresponding fiscal quarter and year to date period of the immediately preceding fiscal year); (2) within 120 days after the end of each fiscal year (or such shorter period as may year, an annual report that includes all information that would be required by to be filed with the SEC), reports SEC on Form 10Q 20-F (or any successor or comparable form),
; and (c3) promptly from time at or prior to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC), such other reports on Form 8K (or any successor or comparable form), and
(d) any other information, documents and other reports which Nalco Finance LLC times as would be required to file with be filed or furnished to the SEC if it were as a “foreign private issuer” subject to Section 13 13(a) or 15(d) of the Exchange Act, all such other reports and information that the Borrower would have been required to file or furnish pursuant thereto; provided, however, that Nalco Finance LLC shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall make available such information to prospective purchasers of Securities, in addition to providing such information to the Trustee and extent that the HoldersBorrower ceases to qualify as a “foreign private issuer” within the meaning of the Exchange Act, in each case within 15 days after whether or not the time Nalco Finance LLC would be required to file such information with the SEC if it were Borrower is then subject to Section 13 13(a) or 15(d) of the Exchange Act; provided, further, that notwithstanding the foregoing Borrower will either file or furnish with respect the SEC (as a “voluntary filer” if the Borrower is not then subject to Section 13(a) or 15(d) of the Exchange Act) or furnish to the full fiscal year ending December 31Administrative Agent, 2003so long as any Loans or Commitments hereunder are outstanding, Nalco Finance LLC may deliver to within 30 days of the Trustee respective dates on which the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not Administrative Agent would be required to file such documents with the SEC if it was required to file such documents under the Exchange Act, all reports and other information that would be required to be filed with (or furnished to) the SEC pursuant to Section 13(a) or 15(d) of the immediately preceding provisoExchange Act as, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (in the Borrower’s sole discretion, either a “foreign private issuer” or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:U.S. domestic registrant.
(ib) If required by the rules and regulations of the SEC, the Borrower will electronically file or furnish, as the case may be, a copy of all information and reports referred to in paragraph (a) above with the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis andfor public availability within the time periods specified above.
(iic) Notwithstanding the foregoing, the Borrower will be deemed to have furnished such parent entity of Nalco Finance LLC is reports referred to in paragraph (a) above to the Administrative Agent and the Lenders if the Borrower has filed or furnished such reports with the SEC and such reports are publicly available on the SEC’s website; provided, however, that the Administrative Agent shall have no obligation whatsoever to determine whether or not engaged in any business in any material respect other than incidental to its ownershipsuch information, directly documents or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers 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 Actreports have been so filed or furnished. Delivery of such reports, information and documents to the Trustee Administrative Agent pursuant to this covenant is for informational purposes only and the Trustee's Administrative Agent’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Borrower’s compliance with any of its covenants under this Agreement.
(d) The Borrower will also (1) not later than 10 Business Days after furnishing to the Administrative Agent the annual and quarterly reports required by clause (1) and (2) of paragraph (a) above, hold a publicly accessible conference call to discuss such reports and the results of operations for the relevant reporting period (including a question and answer portion of the call); and (2) issue a press release to an internationally recognized wire service no fewer than three Business Days prior to the date of the conference call required by the foregoing clause (1) of this paragraph, announcing the time and date of such conference call and either including all information necessary to access the call or directing Lenders, prospective investors, broker dealers and securities analysts to contact the appropriate person at the Borrower to obtain such information.
(e) At any time that any of the Borrower’s Subsidiaries that are Significant Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto or in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Borrower and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Borrower, provided that the Borrower will not be required to provide such separate information to the extent such Unrestricted Subsidiaries are the subject of a confidential filing of a registration statement with the SEC.
(f) Notwithstanding anything herein to the contrary, the Borrower will not be deemed to have failed to comply with any of its agreements in this Section 5.01 for purposes of Article VII hereof until 30 days after the date any report hereunder is required to be filed with the SEC (or otherwise made available to the Administrative Agent) pursuant to this Section 5.01.
(g) Simultaneously with any delivery of financial statements under paragraph (a) above, and solely to the extent that, pursuant to Section 6.08 and Section 6.09 of this Agreement, the Borrower is required to comply with the covenants set forth in such Sections, as of the last day of the Test Period most recently ended for which such financial statements are required to which be delivered under paragraph (a) above, a certificate of a Financial Officer setting forth reasonably detailed calculations demonstrating compliance with the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates)covenants contained in Section 6.08 and Section 6.09.
Appears in 1 contract
Samples: Credit Agreement (Constellium N.V.)
Reports and Other Information. Notwithstanding (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Issuer will furnish to the holders (with a copy to the Trustee), or file electronically with the SEC through the SEC’s Electronic Data Gathering, Analysis and Retrieval System (or any successor system) (“XXXXX”), within the time periods specified in the SEC’s rules and regulations (after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act):
(i) all quarterly and annual information that Nalco Finance LLC may would be required to be contained in reports on Forms 10-Q and 10-K (or any successor or comparable form) required to be filed with the SEC if the Issuer were required to file such reports, 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 Issuer’s independent registered public accounting firm; and
(ii) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor or comparable form) if the Issuer were required to file such reports. The financial information required by Section 4.02(a)(i) will not be required to include a footnote presenting the condensed consolidating financial information specified in Rule 3-10 of Regulation S-X promulgated by the SEC (or any successor provisions), but will require textual disclosure consistent with the disclosure in the Offering Memorandum of the non-Guarantors whose results are required to be consolidated for the purposes of presentation in accordance with GAAP of consolidated financial statements of the Issuer and its subsidiaries for any of the periods presented in such financial information.
(b) If the Issuer does not file reports containing such information with the SEC, then the Issuer will deliver such information and reports to the Trustee and make available such information and such reports to any noteholders, bona fide prospective investors, market makers affiliated with any Initial Purchaser, and any bona fide securities analyst by posting such information on Intralinks or any comparable password-protected online data system which will require a confidentiality acknowledgment, and will make such information readily available to any noteholders, bona fide prospective investors, market makers affiliated with any Initial Purchaser, and any bona fide securities analyst who (i) agrees to treat such information as confidential or (ii) accesses such information on Intralinks or any comparable password-protected online data system which will require a confidentiality acknowledgment; provided that the Issuer shall post such information thereon and make readily available any password or other login information to any such noteholders, bona fide prospective investors, market makers affiliated with any Initial Purchaser and any bona fide securities analyst. The Issuer will hold a quarterly conference call for all noteholders, bona fide prospective investors, market makers affiliated with any Initial Purchaser and any bona fide securities analyst to discuss financial information within ten (10) Business Days after distribution of such financial information; provided that any customary quarterly earnings call with public equity holders shall be deemed to constitute such quarterly conference call for purposes of this Indenture.
(c) In addition, the Issuer shall, for so long as any Notes remain outstanding during any period when it is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant permitted to rules and regulations promulgated by furnish the SEC, Nalco Finance LLC shall file SEC with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),
(a) within 90 days after the end of each fiscal year (or such shorter period as may be information required by this Section 4.02, furnish to noteholders, bona fide prospective investors, market makers affiliated with any Initial Purchaser of the SEC)Notes, annual reports on Form 10K (or and any successor or comparable form) containing bona fide securities analyst, upon their request, the information required to be contained therein delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Issuer may satisfy its obligation to furnish such information by making such information available electronically (or required in such successor or comparable form),
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required including by posting to a non-public, password-protected website maintained by the SEC)Issuer or a third party) to any holder, reports on Form 10Q (bona fide prospective investor, market maker affiliated with any Initial Purchaser or any successor or comparable form),
(c) promptly from time bona fide securities analyst, in each case, who provides to time after the occurrence of an event required to be therein reported (Issuer its email address, employer name and in any event within the time period specified for filing current reports on Form 8K other information reasonably requested by the SEC)Issuer. For purposes of this Section 4.02, such other reports on Form 8K (any prospective investor or any successor or comparable form), andsecurities analyst shall be deemed “bona fide” if it certifies it is “bona fide.”
(d) any other information, documents and other reports which Nalco Finance LLC would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall make available such information to prospective purchasers of Securities, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC the Issuer and any direct or indirect parent company of Nalco Finance LLC the Issuer to report at such parent entity's ’s level on a consolidated basis and
(ii) and such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLCthe Issuer, such consolidated or
(ii) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, consolidating reporting at such the parent entity's ’s level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall the Issuer will satisfy this Section 4.02. The Issuers shall also furnish , and the Issuer is permitted to Holders, securities analysts and prospective investors upon request satisfy its obligations in this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information required relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(e) Notwithstanding the foregoing, the Issuer will be delivered pursuant deemed to Rule 144 have furnished the reports referred to in this Section 4.02 to the Trustee and Rule 144A(d)(4the holders if the Issuer has filed such reports with the SEC via XXXXX and such reports are publicly available, it being understood that the Trustee shall have no responsibility to determine if such information has been filed or is publicly available.
(f) under the Securities Act. Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only only, and the Trustee's ’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Issuer’s compliance with any of its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) conclusively on Officers' Officer’s Certificates).
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC from and after the Issue Date, the Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within no later than 15 days after it files them with the SEC),periods set forth below:
(a1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year (or such shorter period as may be required by the SEC)year, annual reports on Form 10K (-K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form),;
(b2) within 45 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer) after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC)year, reports on Form 10Q (10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form),;
(c3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC)reported, such other reports on Form 8K (-K, or any successor or comparable form), ; and
(d4) any other information, documents and other reports which Nalco Finance LLC the Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; providedin each case, however, in a manner that Nalco Finance LLC complies in all material respects with the requirements specified in such form; provided that the Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC the Company shall make available such information to prospective purchasers of SecuritiesNotes, in addition to providing such information to the Trustee and the HoldersHolders of the Notes, in each case within 15 days after the time Nalco Finance LLC the Company would be have been required to file such information with the SEC if it were subject as required pursuant to this Section 13 or 15(d4.03(a). To the extent any such information is not furnished within the time periods specified above in Section 4.03(a) of and such information is subsequently furnished (including upon becoming publicly available, by filing such information with the Exchange Act; providedSEC), further, that notwithstanding the foregoing Company shall be deemed to have satisfied its obligations with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not thereto at such time failed and any Default with respect thereto shall be deemed to comply with its obligations to consummate an exchange offer (or a shelf registrationhave been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 25.0% in principal amount of the then total outstanding Notes have declared the principal of, premium, if applicable) pursuant any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. In addition, to the Registration Agreementextent not satisfied by the foregoing, such reports need not include for so long as any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in Notes are outstanding the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC Company shall satisfy this Section 4.02. The Issuers shall also furnish to Holders, Holders and to securities analysts and prospective investors investors, upon request their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. Delivery .
(b) In the event that any direct or indirect parent company of such reportsthe Company becomes a Guarantor of the Notes, the Company may satisfy its obligations in this Section 4.03 with respect to financial information and documents relating to the Trustee Company by furnishing financial information relating to such parent; provided that the same is for informational purposes only accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the Trustee's receipt information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand.
(c) In connection with the filings with the SEC required pursuant to clauses (1) and (2) above, the Company shall provide notice of, and host, a conference call open to the public to discuss the results for the applicable period.
(d) Notwithstanding the foregoing, the requirements of this Section 4.03 shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the Exchange Registration Statement or Shelf Registration Statement in accordance with the terms of the Registration Rights Agreement, and any amendments thereto, with such shall not constitute constructive notice financial information that satisfies Regulation S-X of any information contained therein or determinable from information contained therein, including the Issuers' compliance Securities Act.
(e) Reports filed by the Company with any of its covenants hereunder (as the SEC via the XXXXX system will be deemed to which be filed with the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates)as of the time such reports are filed via XXXXX.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC Holdings or the Borrower may not be subject to the reporting requirements of Section 13 or 15(d15 (d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the Securities and Exchange Commission (the “SEC”), Nalco Finance LLC the Borrower shall file with the SEC (unless the SEC will not accept such a filing), and provide the Trustee Administrative Agent and Holders Lenders with copies thereof, without cost to each HolderLender, within 15 days after it files or, in the case of a Form 6-K, furnishes (or attempts to file or furnish) them with the SEC),
(ai) within 90 days after the end of each fiscal year (or such shorter longer period as may be required permitted by the SECSEC if the Borrower were then subject to such SEC reporting requirements as a required filer, voluntary filer or otherwise), an annual reports report (which, if permitted under applicable rules of the SEC, may be the annual report of Holdings or another Parent of the Borrower) on Form 10-K or 20-F (or any successor or comparable formforms) containing the information required to be contained therein (or required in such successor or comparable form),) and
(bii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter longer period as may be required permitted by the SECSEC if the Borrower were then subject to such SEC reporting requirements as a required filer, voluntary filer or otherwise), reports a quarterly report (which, if permitted under applicable rules of the SEC, may be the quarterly report of Holdings or another Parent of the Borrower) on Form 10Q (10-Q or any successor or comparable form),
(c) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC), such other reports on Form 86-K (or any successor or comparable forms), including a Management’s Discussion and Analysis of Financial Condition and Results of Operations or substantially similar section (whether or not required by such form), and.
(db) The Borrower shall make the information required by Section 9.1 (a) available to prospective lenders upon request. In addition, the Borrower shall, for so long as any other information, documents and other reports which Nalco Finance LLC would be required to file with the SEC if Loans remain outstanding during any period when it were is not subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC shall not be so obligated or otherwise permitted to file such reports with furnish the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall make available such with certain information pursuant to prospective purchasers of Securities, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC would be required to file such information with the SEC if it were subject to Section 13 or 15(dRule 12g3-2(b) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect furnish to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers shall also furnish to Holders, securities analysts Lenders and prospective investors lenders, upon request their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. Delivery of such reports.
(c) Notwithstanding the foregoing Sections 9.1(a) and (b), information the Borrower will be deemed to have furnished the reports required by Sections 9.1(a) and documents (b) to the Trustee is for informational purposes only Administrative Agent and the Trustee's receipt Lenders if it or Holdings or another Parent of the Borrower has filed (or, in the case of a Form 6-K, furnished) such reports with the SEC via the XXXXX filing system and such reports are publicly available. In addition, such requirements shall not constitute constructive notice be deemed satisfied prior to the commencement of the exchange offer relating to the Intelsat Bermuda Notes contemplated by the applicable registration rights agreement or the effectiveness of any shelf registration statement by the filing with the SEC of the exchange offer registration statement and/or shelf registration statement in accordance with the provisions of the applicable registration rights agreement, and any amendments thereto, with such financial information contained therein that satisfies Regulation S-X of the Securities Act and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 9.1(a) hereof.
(d) In the event that any Parent of the Borrower is or determinable from becomes a Guarantor or co-obligor of the Loans, the Borrower may satisfy its obligations under this Section 9.1 with respect to financial information contained thereinrelating to the Borrower by furnishing financial information relating to such Parent; provided that, including if required by Regulation S-X under the Issuers' compliance with Securities Act, the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent and any of its covenants hereunder Subsidiaries other than the Borrower and its Subsidiaries, on the one hand, and the information relating to the Borrower, any Subsidiary Guarantors, if any, and the other Subsidiaries of the Borrower on a stand-alone basis, on the other hand.
(e) In the event that the Borrower changes its fiscal year end from the fiscal year end used by the Borrower as of the Closing Date, the Borrower shall promptly give notice of such change to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates)Administrative Agent.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Issuer shall file with the SEC (and provide deliver to the Trustee and Holders with copies thereofthe registered Holders, without cost to each any Holder, within 15 days after it files them with the SEC),
(a) within 90 days from and after the end of each fiscal year (or such shorter period as may be required by the SEC)Issue Date, annual reports on Form 10K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC), reports on Form 10Q (or any successor or comparable form),
(c) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period periods specified for filing current reports on Form 8K by in the SEC), such other reports on Form 8K (or any successor or comparable form), and
(d) any other information, documents ’s rules and other reports which Nalco Finance LLC would be required to file with regulations as if the SEC if it were subject Issuer had a class of securities registered pursuant to Section 13 or 15(d) of the Exchange Act; provided::
(1) all quarterly and annual financial reports on Forms 10-Q and 10-K, however, that Nalco Finance LLC shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall make available such information to prospective purchasers including a “Management’s Discussion and Analysis of Securities, in addition to providing such information to the Trustee Financial Condition and the Holders, in each case within 15 days after the time Nalco Finance LLC would be required to file such information with the SEC if it were subject to Section 13 or 15(d) Results of the Exchange Act; provided, further, that notwithstanding the foregoing Operations,” and with respect to the full fiscal year ending December 31annual information only, 2003a report on the annual financial statements by the Issuer’s certified independent accountants; and
(2) all current reports required to be filed with the Commission on Form 8-K. To the extent any such reports are filed on the SEC’s XXXXX system and are publicly available, Nalco Finance LLC may deliver such reports shall be deemed to be delivered to the Trustee Holders of the report described Notes. in clause each case in a manner that complies in all material respects with the requirements specified in such form.
(ab) above at any time on or prior to May 15, 2004 and, such report may (x) exclude If the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein Issuer is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not no longer required to file reports with the SEC pursuant SEC, all such annual reports shall be furnished within 90 days after the end of the fiscal year to which they relate, and all such quarterly reports shall be furnished within 45 days after the immediately preceding proviso, if Nalco Finance LLC has not at end of the fiscal quarter to which they relate. All such current reports shall be furnished within the time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included periods specified in the Offering Circular. In the event that:
(i) the SEC’s rules and regulations for reporting companies under the Exchange Act.
(c) If the Issuer has Designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the SEC permit Nalco Finance LLC Issuer, then the annual and any direct quarterly information required by clause (1) of the first paragraph of this covenant shall include a reasonably detailed presentation, either on the face of the financial statements or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectlythe footnotes thereto, of the capital stock financial condition and results of Nalco Finance LLCoperations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries of the Issuer.
(d) The Issuer and the Guarantors shall make available to the Holders and to prospective investors, upon the request of such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers 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 so long as the Notes are not freely transferable under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates).
Appears in 1 contract
Samples: Indenture (ExamWorks Group, Inc.)
Reports and Other Information. Notwithstanding that Nalco Finance LLC may not be subject (a) So long as any Senior Notes are outstanding, Holdings shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a nationally recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accountants (or any similar replacement standard). In addition, so long as any Senior Notes are outstanding, Holdings shall furnish to the reporting requirements of Section 13 or 15(dHolders (x) of the Exchange Act, or otherwise report on an all annual and quarterly basis on financial statements substantially in forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),
(a) within 90 days after the end of each fiscal year (or such shorter period as may that would be required by the SEC), annual reports on Form 10K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(b) within 45 days after a filing with the end SEC on Forms 10-K and 10-Q of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC)Holdings, reports on Form 10Q (or any successor or comparable form),
(c) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC), such other reports on Form 8K (or any successor or comparable form), and
(d) any other information, documents and other reports which Nalco Finance LLC would be if Holdings were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) and (y) with respect to the SEC if it were subject to Section 13 or 15(d) of annual financial statements only, a report on the Exchange Actannual financial statements by Holdings’ independent registered public accounting firm; provided, however, that Nalco Finance LLC (i) in no event shall such reports be required to comply with Rules 3-09, 3-10 or 3-16 of Regulation S-X promulgated by the SEC from time to time and (ii) in no event shall such reports be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-GAAP financial measures contained therein; and provided further that Holdings will not be so obligated required to file furnish to the Holders a separate MD&A of Holdings if and to the extent that the MD&A of any Parent Entity (including Xxxxxxxx) includes a discussion of Holdings (in the form of segment reporting or otherwise), which includes financial information not materially different (in the good faith judgment of Holdings) than the financial information required pursuant to clause (x) above for the relevant period.
(b) All such annual reports (commencing with the period ending December 31, 2019) shall be furnished within 120 days after the end of the fiscal year to which they relate (provided that the annual report for the period ending December 31, 2019 shall be furnished within 150 days after the end of such period), and all such quarterly reports (commencing with the period ending September 30, 2019) shall be furnished within 60 days after the end of the fiscal quarter to which they relate (provided that the quarterly (or other relevant period) report for the fiscal quarters ending on or about September 30, 2019, March 31, 2020 and June 30, 2020 shall be furnished within 75 days after the end of the fiscal quarter or period to which they relate). In addition, the quarterly and annual financial information required by this paragraph will include (whether provided in such reports with or in supplemental reports) the SEC if percentages of the SEC does total assets, total liabilities and total Consolidated EBITDA of Holdings and its Subsidiaries represented by (i) all Subsidiaries of Holdings that are not permit such filing, in which event Nalco Finance LLC Guarantors and (ii) all Unrestricted Subsidiaries of Holdings.
(c) Holdings shall make available such information to prospective purchasers of Securities, in addition to providing and such information reports to the Trustee and under this Indenture, to any Holder of the HoldersSenior Notes and, upon request, to any beneficial owner of the Senior Notes, in each case within 15 days after the time Nalco Finance LLC would be required to file by posting such information with the SEC if it were subject on its website on Intralinks or any comparable password-protected online data system which shall require a confidentiality acknowledgment, and shall make such information readily available to Section 13 or 15(d) any Holder of the Exchange ActSenior Notes, any bona-fide prospective investor in the Senior Notes, any securities analyst (to the extent providing analysis of investment in the Senior Notes) or any market maker in the Senior Notes who agrees to treat such information as confidential or accesses such information on Intralinks or any comparable password-protected online data system which will require a confidentiality acknowledgment; provided that Holdings shall post such information thereon and make readily available any password or other login information to any such Holder of the Senior Notes, bona-fide prospective investor, securities analyst or market maker; provided, further, that notwithstanding the foregoing with respect Holdings may deny access to any competitively-sensitive information otherwise to be provided pursuant to this Section 4.03 to any such Holder, bona-fide prospective investor, security analyst or market maker that is a competitor of Holdings and its Subsidiaries to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described extent that Holdings determines in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate good faith that the purchase accounting therein is reflected on a preliminary basis provision of such information to such Person would be competitively harmful to Holdings and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:Subsidiaries.
(id) To the rules and regulations extent not satisfied by the foregoing, Holdings shall furnish to prospective investors of the SEC permit Nalco Finance LLC and Senior Notes, upon their request, any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers 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 so long as the Senior Notes are not freely transferable under the Securities Act. .
(e) Any Parent Entity may satisfy the obligations of Holdings set forth in this Section 4.03 by providing the requisite financial and other information of such Parent Entity instead of Holdings; provided that to the extent such Parent Entity holds assets (other than its direct or indirect interest in Holdings and its Restricted Subsidiaries) that exceeds the lesser of (i) 1.0% of the Total Assets of such Parent Entity and its Restricted Subsidiaries and (ii) 1.0% of the total revenue for the preceding fiscal year of such Parent Entity and its Restricted Subsidiaries, then such information related to such Parent Entity shall be accompanied by consolidating information, which may be unaudited, that explains in reasonable detail the differences between the information of such Parent Entity, on the one hand, and the information relating to Holdings and its Subsidiaries on a stand-alone basis, on the other hand.
(f) Holdings shall be deemed to have furnished the financial statements, the MD&A and such reports on the annual financial statements referred to in Section 4.03(a) if Holdings or any Parent Entity of Holdings has filed reports containing such information (or any such information of a Parent Entity in accordance with Section 4.03(e)) with the SEC.
(g) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' ’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Officer’s Certificates).
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),
(ai) within 90 days after the end of each fiscal year (or such shorter period as may be required time periods specified by the SEC)Exchange Act, annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(bii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required time periods specified by the SEC)Exchange Act, reports on Form 10Q 10-Q (or any successor or comparable form),
(ciii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8-K by the SEC), such other reports on Form 8-K (or any successor or comparable form), and
(div) any other information, documents and other reports which Nalco Finance LLC the Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC the Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC the Company shall cause the reports specified above to be made publicly available by posting such reports on its website within the time periods that would apply if the Company were required to file those reports with the SEC. In addition, the Company shall make available such information to prospective purchasers of SecuritiesNotes, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC the Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided. In connection with the filings with the SEC required pursuant to clauses (i) and (ii) above, further, that notwithstanding the foregoing with respect Company shall provide notice of and host a conference call open to the full fiscal year ending December 31public to discuss the results for the applicable period.
(b) Notwithstanding the foregoing, 2003, Nalco Finance LLC may deliver the Company shall be deemed to have furnished such reports referred to above to the Trustee and the report described in clause (a) above at any time on or Holders if it has filed such reports with the SEC via the XXXXX filing system and such reports are publicly available. In addition, such requirements shall be deemed satisfied prior to May 15the commencement of the Registered Exchange Offer relating to the applicable Notes or the effectiveness of the Shelf Registration Statement by the filing with the SEC of an exchange offer registration statement or Shelf Registration Statement in accordance with the provisions of the Registration Rights Agreement, 2004 andand any amendments thereto, with such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of financial information that satisfies Regulation S-X of the Securities Act and provided that such registration statement or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in this Section 4.02.
(yc) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC the Company and any direct or indirect parent company of Nalco Finance LLC the Company to report at such parent entity's ’s level on a consolidated basis basis; and
(ii) such parent entity of Nalco Finance LLC the Company is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLCthe Company, then such consolidated reporting at such parent entity's ’s level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC the Company shall satisfy this Section 4.02. The Issuers .
(d) Any subsequent restatement of financial statements shall also furnish to Holders, securities analysts and prospective investors upon request the information required to be delivered not have any retroactive effect for purposes of calculations previously made pursuant to Rule 144 and Rule 144A(d)(4the covenants contained in this Indenture.
(e) under The subsequent filing or making available of any materials or conference call required by this covenant shall be deemed automatically to cure any Default resulting from the Securities Act. failure to file or make available such materials or conference call within the required time frame.
(f) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificatesan Officer’s Certificate).
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC the Borrower may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Borrower shall file with the SEC (and provide the Trustee Administrative Agent and Holders holders with copies thereof, without cost to each Holderholder, within 15 days after it files them with the SEC),
(ai) within 90 days after the end of each fiscal year (or such shorter time period as may be required by specified in the SEC)’s rules and regulations for non-accelerated filers, annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(bii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter time period as may be required by specified in the SEC)’s rules and regulations for non-accelerated filers, reports on Form 10Q 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(ciii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(div) any other information, documents and other reports which Nalco Finance LLC the Borrower would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC the Borrower shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC the Borrower shall make available such information to prospective purchasers of Securities, in addition to providing such information to the Trustee Administrative Agent and the HoldersLenders, in each case within 15 days after the time Nalco Finance LLC the Borrower would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, furthersubject, that notwithstanding in the foregoing case of any such information, certificates or reports provided prior to the effectiveness of the exchange offer registration statement or shelf registration statement, to exceptions consistent with the presentation of financial information in the Senior Unsecured Notes Offering Memorandum.
(b) Notwithstanding the foregoing, the Borrower shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the exchange offer registration statement or shelf registration statement with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause Senior Unsecured Notes.
(ac) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC the Borrower and any direct or indirect parent company of Nalco Finance LLC the Borrower to report at such parent entity's ’s level on a consolidated basis and
(ii) and such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLCthe Borrower, such consolidated or
(ii) any direct or indirect parent of the Borrower is or becomes a guarantor of the Senior Unsecured Notes or Senior Notes, consolidating reporting at such the parent entity's ’s level in a manner consistent with that described in this Section 4.02 covenant for Nalco Finance LLC the Borrower shall satisfy this Section 4.02. The Issuers covenant, and this Agreement shall also furnish permit the Borrower to Holders, securities analysts and prospective investors upon request satisfy its obligations in this covenant with respect to financial information relating to the Borrower by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Borrower and its Subsidiaries, on the one hand, and the information relating to the Borrower, the Guarantors and the other Subsidiaries of the Borrower on a standalone basis, on the other hand.
(d) The Borrower shall be deemed to have furnished such reports referred to above to the Administrative Agent and the Lenders if the Borrower has filed such reports with the SEC via the XXXXX filing system and such reports are publicly available. In addition, the requirements of this covenant shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the registration rights agreement relating to the Senior Unsecured Notes or the effectiveness of the shelf registration statement by (i) the filing with the SEC of the exchange offer registration statement and/or shelf registration statement in accordance with the provisions of such registration rights agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in clause (a) of this covenant and/or (ii) the posting of reports that would be required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents provided to the Trustee is for informational purposes only Administrative Agent and the Trustee's receipt holders on the Borrower’s website (or that of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificatesparent companies).
Appears in 1 contract
Samples: Senior Unsecured Interim Loan Agreement (Harrahs Entertainment Inc)
Reports and Other Information. Notwithstanding (a) So long as any Notes are outstanding notwithstanding that Nalco Finance LLC following the Issue Date the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject (the “Required Filing Dates”); provided that at any time the Company is not required to be subject to the reporting requirements of Section 13 13(a) or 15(d) of the Exchange Act and the Company is not permitted by the Exchange Act or the SEC to file with the SEC the annual reports, information, documents and other reports that it would be required to file if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, Company will within 15 days after it files them with the SEC),
(a) within 90 days after the end of each fiscal year (or such shorter period as may be required by the SEC), annual reports on Form 10K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC), reports on Form 10Q (or any successor or comparable form),
(c) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC), such other reports on Form 8K (or any successor or comparable form), and
(d) any other information, documents and other reports which Nalco Finance LLC would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC shall make available such information to prospective purchasers of Securities, in addition to providing such information Required Filing Date provide to the Trustee and the Holdersand, in each case within 15 days after the time Nalco Finance LLC would be required upon request, to file such information with the SEC if it were subject to Section 13 or 15(d) Holders a copy of all of the Exchange Act; provided, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause information and reports (awithout exhibits) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not it would have been required to file with the SEC pursuant to the immediately preceding provisoSection 13(a) or 15(d) if it were so subject.
(b) So long as any Notes are outstanding, if Nalco Finance LLC has not at such time failed within 10 Business Days either prior to comply with its obligations or after furnishing or being deemed to consummate an exchange offer (or a shelf registration, if applicable) pursuant have furnished to the Registration AgreementTrustee annual reports, information, documents and other reports required by Section 3.2(a), the Company will hold a conference call to discuss such reports need and the results of operations for the relevant reporting period (it being understood that such conference call may be the same conference call as with the Company’s equity investors and analysts).
(c) So long as any Notes are outstanding, the Company will hold quarterly conference calls for the Holders of the Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Company’s equity investors and analysts). The conference call will be following the last day of each fiscal quarter of the Company and not include any later than 10 Business Days from the time that the Company furnishes or is deemed to have furnished the financial statements for full fiscal years ended on or information required by Section 3.2(a). Not fewer than two days prior to December 31any annual or quarterly conference call, 2002 other than as applicable, the Company will issue a press release announcing the time and date of such financial statements included in the Offering Circular. In the event that:
(i) the rules conference call and regulations of the SEC permit Nalco Finance LLC and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 providing instructions for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers shall also furnish to Holders, securities analysts and prospective investors upon request to obtain access to such call.
(d) The Company will be deemed to have satisfied the requirements of Section 3.2(a) by furnishing financial information relating to any Parent Entity instead of the Company; provided that to the extent such information related to such Parent Entity, such information is accompanied by consolidating information, which may be unaudited, that explains in reasonable detail the differences between the information required of such Parent Entity, on the one hand, and the information relating to be delivered pursuant to Rule 144 the Company and Rule 144A(d)(4its Subsidiaries on a stand-alone basis, on the other hand.
(e) under the Securities Act. Delivery of such reports, information and documents (including without limitation reports contemplated under this Section 3.2) to the Trustee is for informational purposes only and the Trustee's ’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Officer’s Certificates).
Appears in 1 contract
Samples: Indenture (Lannett Co Inc)
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC any Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Issuers shall be required to file with the SEC (and provide within the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),dates set forth below:
(a1) within 90 days after the end of each fiscal year (or such shorter period as may be required by the SEC)year, combined annual reports on Form 10K (or any successor or comparable form) containing of the Issuers containing, in all material respects, the financial information that would have been required to be contained therein (or required in such successor or comparable form),an Annual Report on Form 10-K under the Exchange Act if each Issuer had been a reporting company under the Exchange Act;
(b2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by commencing with the SECfiscal quarter ending March 31, 2017), combined quarterly reports of the Issuers containing, in all material respects, the financial information that would have been required to be contained in a Quarterly Report on Form 10Q (or any successor or comparable form),10-Q under the Exchange Act if each Issuer had been a reporting company under the Exchange Act; and
(c3) promptly from within the time to time periods specified for filing Current Reports on Form 8-K after the occurrence of an each event that would have been required to be therein reported (and in any event within the time period specified for filing current reports a Current Report on Form 8-K by under the SEC)Exchange Act if each Issuer had been a reporting company under the Exchange Act, such other current reports containing, in all material respects, the information that would have been required to be contained in a Current Report on Form 8-K (or any successor or comparable form), and
(d) any other information, documents and other reports which Nalco Finance LLC would be required to file with the SEC if it were subject to Section 13 or 15(d) of under the Exchange Act; providedprovided that no such Current Reports will be required to be filed and provided that are not material to the interests of Holders in their capacities as such (as determined in good faith by the Issuers) if each Issuer had been a reporting company under the Exchange Act. Notwithstanding the foregoing, however(1) none of the foregoing reports shall be required to contain the separate financial information for Guarantors and non-guarantor subsidiaries contemplated by Rule 3-10 of Regulation S-X promulgated by the SEC, (2) none of the foregoing reports shall be required to present compensation or beneficial ownership information and (3) if any direct or indirect parent company of an Issuer, including Parent, is a guarantor of the Notes, the reports, information and other documents required to be filed and provided as described above may be those of a parent company, rather than those of any Issuers, so long as such filings would otherwise satisfy in all material respects the requirements of clause (1), (2) or (3) above; provided that Nalco Finance LLC if such parent company holds material assets (other than cash, Cash Equivalents and the capital stock of the Issuers and Restricted Subsidiaries) such annual and quarterly reports shall include a reasonable explanation of the material differences between the assets, liabilities and results of operations of such parent company and its consolidated Subsidiaries, on the one hand, and the Issuers and the Restricted Subsidiaries on the other hand.
(b) Notwithstanding anything in this Indenture to the contrary, (i) the Issuers shall not be deemed to have failed to comply with any of their obligations described in this Section 4.03 for purposes of Section 6.01(a)(3) until 90 days after the date any such report is due under this Section 4.03 and (ii) no Issuer shall be so obligated to file such reports with the SEC (A) if the SEC does not permit such filingfiling or (B) so long as if clause (A) is applicable, in which event Nalco Finance LLC shall and subject to clause (i) of this sentence, the Issuers make available such the applicable information to prospective purchasers of SecuritiesNotes upon request, in addition to providing such information to the Trustee and the HoldersTrustee, in each case within 15 days after case, by the time Nalco Finance LLC applicable date the Issuers would be required to file such information with the SEC if it were subject pursuant to Section 13 4.03(a). To the extent any such information is not so filed or 15(dfurnished, as applicable, within the time periods specified in Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default or Event of Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Exchange ActHolders under Article VI if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, and accrued and unpaid interest, if any, on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure.
(c) At any time after the Issue Date that any of the Subsidiaries of any Issuer are Unrestricted Subsidiaries, then the quarterly and annual reports required by Section 4.03(a) shall include a reasonably detailed presentation in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or other comparable section, of the financial condition and results of operations of the Issuers and the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuers; provided, furtherhowever, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is reasonably detailed presentation shall not be required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations total amount of assets of all Unrestricted Subsidiaries as at the end of the SEC permit Nalco Finance LLC most recently ended fiscal quarter for which financial statements have been delivered pursuant to this Indenture, determined on a consolidated basis in accordance with GAAP, are less than 5.0% of Consolidated Net Tangible Assets and (ii) the total amount of revenues of all Unrestricted Subsidiaries for the most recently ended fiscal quarter for which Required Financial Statements have been delivered, determined on a consolidated basis in accordance with GAAP, are less than 5.0% of the consolidated revenues of the Issuers and the Restricted Subsidiaries for the most recently ended fiscal quarter for which Required Financial Statements have been delivered, determined on a consolidated basis in accordance with GAAP.
(d) So long as the Notes are outstanding and the reports required to be delivered under this Section 4.03 are not filed with the SEC, the Issuers shall maintain a website (that, at the option of the Issuers, may be password protected) to which Holders of Notes, prospective investors, broker-dealers and securities analysts are given access promptly upon request and to which all of the reports required by this Section 4.03 are posted.
(e) At any time after the Distribution Date that neither the Issuers nor any parent company of an Issuer (including Parent) has a class of its common stock listed on a national securities exchange, the Issuers shall hold a conference call for the Holders and securities analysts to discuss such financial information no later than 10 calendar days after filing the annual financial information described in Section 4.03(a)(1) and after filing the quarterly financial information described in Section 4.03(a)(2). The Issuers shall announce any such conference call at least three Business Days in advance and not more than ten Business Days after filing of the foregoing financial information. Notwithstanding the foregoing, the requirements of this Section 4.03(e) shall not apply for any period in which the Issuers or any direct or indirect parent company of Nalco Finance LLC to report at an Issuer holds publicly announced conference calls for investors and analysts so long as Holders of Notes are provided 10 calendar days’ prior notice of such parent entity's level on a consolidated basis andconference calls.
(iif) such parent entity of Nalco Finance LLC is To the extent not engaged satisfied by the reports referred to in any business in any material respect other than incidental to its ownershipSection 4.03(a), directly or indirectly, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers shall also furnish to HoldersHolders of Notes, prospective investors, broker-dealers and securities analysts and prospective investors analysts, upon their request at any time during which the Notes are not freely transferable under the Securities Act, any information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. .
(g) Delivery of such reports, information and documents to the Trustee under this Indenture is for informational purposes only and the information and the Trustee's ’s receipt of such the foregoing shall not constitute constructive notice of any information contained therein therein, or determinable from information contained therein, therein including the Issuers' ’ compliance with any of its the covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall have no responsibility whatsoever to determine whether any filing or posting referred to in this Section 4.03 has occurred.
(subject h) Notwithstanding the foregoing, for all reports covering periods ended on or prior to Article 7 hereof) on Officers' Certificates)the Distribution Date, the Issuers will be deemed to be in compliance with the reporting requirements of this Section 4.03 by virtue of the filing of the Form 10.
Appears in 1 contract
Samples: Indenture (CONDUENT Inc)
Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),
(ai) within 90 days after the end of each fiscal year (or such shorter period as may be required by the SEC, or such longer period as may be permitted by Rule 12b-25 of the Exchange Act), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(bii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC, or such longer period as may be permitted by Rule 12b-25 of the Exchange Act), reports on Form 10Q 10-Q (or any successor or comparable form),
(ciii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8-K by the SEC), such other reports on Form 8-K (or any successor or comparable form), and
(div) any other information, documents and other reports which Nalco Finance LLC the Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that Nalco Finance LLC the Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nalco Finance LLC the Company shall make available such information to prospective purchasers of SecuritiesNotes, including by posting such reports on the primary website of the Company or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time Nalco Finance LLC the Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause .
(ab) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations of the SEC permit Nalco Finance LLC the Company and any direct or indirect parent company of Nalco Finance LLC the Company to report at such parent entity's ’s level on a consolidated basis and
(ii) and such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock Capital Stock of Nalco Finance LLCthe Company, or
(ii) any direct or indirect parent of the Company becomes a Note Guarantor, the Company shall be permitted to satisfy its foregoing obligations with respect to financial information relating to the Company by furnishing financial information relating to such consolidated reporting at parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent entity's level in and any of its Subsidiaries other than the Company and its Subsidiaries, on the one hand, and the information relating to the Company, the Note Guarantors, if any, and the other Subsidiaries on a manner consistent standalone basis, on the other hand.
(c) The Company shall, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers shall also certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to Holdersthe Holders of the Notes, securities analysts and prospective investors upon request their request, the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. Delivery of Notwithstanding the foregoing, the Company will be deemed to have furnished such reports, information and documents reports referred to above to the Trustee is for informational purposes only and the Trustee's receipt of Holders if the Company has filed such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including reports with the Issuers' compliance with any of its covenants hereunder (as to which SEC via the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Certificates)XXXXX filing system and such reports are publicly available.
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Reports and Other Information. (a) Notwithstanding that Nalco Finance LLC the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nalco Finance LLC the Issuer shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SECthereof by posting such information on its primary website),
(a1) within 90 days after as soon as available and in any event on or before the end of each fiscal year (or date on which such shorter period as may reports would be required by to be filed with the SECSEC (if the Issuer were a non-accelerated filer subject to Section 13 or 15(d) of the Exchange Act), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(b2) within 45 days after as soon as available and in any event on or before the end of each date on which such reports would be required to be filed with the SEC (if the Issuer were a non-accelerated filer subject to Section 13 or 15(d) of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SECExchange Act), reports on Form 10Q 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(c3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8-K by the SEC), such other reports on Form 8-K (or any successor or comparable form), and
(d4) any other information, documents and other reports which Nalco Finance LLC the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; , in each case in a manner that complies in all material respects with the requirements specified in such form, provided, however, that Nalco Finance LLC financial information required by Rule 3-16 (or any successor thereto) of Regulation S-X shall not be so obligated required. Notwithstanding the foregoing, the Issuer will be deemed to file have furnished such reports referred to above to the Trustee and the Holders if the Issuer (or a direct or indirect parent of the Issuer if it otherwise meets the requirements set forth in Section 4.03(b)), has filed such reports with the SEC if via the XXXXX filing system and such reports are publicly available.
(b) If at any time any direct or indirect parent of the Issuer (x) is or becomes a guarantor of the Notes (there being no obligation of any parent to do so), (y) holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer or of any direct or indirect parent corporation of the Issuer (and performs the related incidental activities associated with such ownership) and (z) complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the SEC does not permit (or any successor provision), the reports, information and other documents required to be filed and furnished to Holders of the Notes pursuant to this Section 4.03 may, at the option of the Issuer, be filed or furnished by and be those of such filing, in which event Nalco Finance LLC shall direct and indirect parent of the Issuer rather than the Issuer.
(c) The Issuer will make available such information available to prospective purchasers of Securitiesinvestors upon request. In addition, in addition to providing such information to the Trustee and the HoldersIssuer has agreed that, in each case within 15 days after the time Nalco Finance LLC would be required to file such information with the SEC if for so long as any Notes remain outstanding during any period when it were is not subject to Section 13 or 15(d) of the Exchange Act; provided, further, that notwithstanding the foregoing with respect it will furnish to the full fiscal year ending December 31, 2003, Nalco Finance LLC may deliver to the Trustee the report described in clause (a) above at any time on or prior to May 15, 2004 and, such report may (x) exclude the guarantor footnote disclosure specified under Rule 3-10 of Regulation S-X and (y) indicate that the purchase accounting therein is reflected on a preliminary basis and is subject to change and (iii) with respect to reports that Nalco Finance LLC is not required to file with the SEC pursuant to the immediately preceding proviso, if Nalco Finance LLC has not at such time failed to comply with its obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such financial statements included in the Offering Circular. In the event that:
(i) the rules and regulations Holders of the SEC permit Nalco Finance LLC Notes and any direct or indirect parent company of Nalco Finance LLC to report at such parent entity's level on a consolidated basis and
(ii) such parent entity of Nalco Finance LLC is not engaged in any business in any material respect other than incidental to its ownershipprospective investors, directly or indirectlyupon their request, of the capital stock of Nalco Finance LLC, such consolidated reporting at such parent entity's level in a manner consistent with that described in this Section 4.02 for Nalco Finance LLC shall satisfy this Section 4.02. The Issuers 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. .
(d) If the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary, then the quarterly and annual financial information required by this Section 4.03 shall include a reasonably detailed unaudited discussion (as determined in good faith by senior management of the Issuer) of the financial condition and results of operations of the Issuer and the Restricted Subsidiaries of the Issuer separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(e) Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its agreements under this Section 4.03 for purposes of Section 6.01(a)(4) until 120 days after the date any report hereunder is required to be filed with the SEC (or otherwise made available to Holders or the Trustee) pursuant to this Section 4.03.
(f) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such reports, information and documents shall not constitute constructive or actual notice or knowledge of any information contained therein or determinable from information contained therein, including the Issuers' Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers' Officer’s Certificates).
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