Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon 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. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.
Appears in 6 contracts
Samples: Indenture (Calumet Specialty Products Partners, L.P.), Indenture (Calumet Specialty Products Partners, L.P.), Indenture (Calumet Specialty Products Partners, L.P.)
Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon 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. The Company shall at all times comply with TIA § 314(a).
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.
Appears in 5 contracts
Samples: Indenture (Inergy L P), Indenture (Inergy L P), Indenture (Inergy L P)
Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so So long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules Commission and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the NotesHolders:
(1) all within 90 days after the end of each fiscal year, an annual report on Form 10-K;
(2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, a quarterly and annual financial and other information with respect report on Form 10-Q; and
(3) promptly from time to time after the Company and its Subsidiaries that would be occurrence of an event required to be contained therein reported pursuant to Form 8-K, a current report on Form 8-K. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in a filing the preceding paragraphs of this Section 4.16 with the SEC on Forms 10-Q and 10-K Commission within the time periods specified above unless the Commission will not accept such a filing. If the Commission will not accept the Company’s filings for any reason, the Company will furnish the reports referred to in the preceding paragraphs to the Trustee within the time periods that would apply 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 thereon by the Company’s certified independent accountants; and
(2) all current those reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reportsCommission. The Company will not take any action for the purpose of causing the Commission not to accept any such filings. Any information filed with, or furnished to, the Commission via XXXXX shall at all times comply with TIA § 314(a)be deemed to have been made available to the Trustee and the registered Holders of the Notes.
(b) The Notwithstanding the foregoing, (A) if Holdings or any other direct or indirect parent of the Company fully and unconditionally guarantees the Notes, the filing of such reports by such parent within the time periods specified above will satisfy such obligations of the Company; provided that such reports shall include the information required by Rule 3-10 of Regulation S-X with respect to the Company and the Guarantors shall furnish and (B) if neither the Company nor Holdings is subject to the Holders and Beneficial Owners Section 13 or 15(d) of the Notes, prospective purchasers of the Notes and securities analysts, upon their requestExchange Act, the informationfinancial statements, if any, information and other documents required to be delivered provided as described above, may be those of (i) the Company or (ii) any direct or indirect parent of the Company, so long as in the case of (ii) such direct or indirect parent of the Company shall not conduct, transact or otherwise engage, or commit to conduct, transact or otherwise engage, in any business or operations other than its direct or indirect ownership of all of the Equity Interests in, and its management of, the Company; provided that, if the financial information so furnished relates to such direct or indirect parent of the Company, the same is accompanied by a reasonably detailed description of the quantitative 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 shall distribute such information and such reports to the Trustee, and make them available, upon request, to any Holder and to any such prospective investor or securities analyst. To the extent not satisfied by the foregoing, the Company shall also make publicly available the information required to be available pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.
Appears in 5 contracts
Samples: Indenture (SB/RH Holdings, LLC), Indenture (SB/RH Holdings, LLC), Indenture (SB/RH Holdings, LLC)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will shall furnish to the Trustee and, upon its prior request, to any Holders of the Holders or Beneficial Owners of the Notes:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, in the footnotes to the financial statements and in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" (in each case to the extent not prohibited by the SEC's rules and regulations):
(a) 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; and
(b) the Tower Cash Flow for the most recently completed fiscal quarter and the Adjusted Consolidated Cash Flow for the most recently completed four-quarter period) and, with respect to the annual information only, a report thereon by the Company’s '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, in each case within the time periods specified in the Company's rules and regulations. In addition, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Company shall at all times comply with TIA § (S) 314(a).
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.
Appears in 5 contracts
Samples: Indenture (Crown Castle International Corp), Indenture (Crown Castle International Corp), Indenture (Crown Castle International Corp)
Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so Acquiror has timely filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and
(2) all current reports that would be required to be filed by it with the SEC on Form 8-K since January 1, 1997 pursuant to the Exchange Act which complied, at the time of filing, in all material respects with applicable requirements of the Exchange Act (collectively, the "Acquiror SEC Reports"). None of Acquiror SEC Reports, as of their respective dates, contained or, if filed after the Company were date hereof, will contain any untrue statement of a material fact or omitted or, if filed after the date hereof, will omit to state a material fact required to file such reports. The Company shall at all times comply with TIA § 314(a)be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent superseded by an Acquiror SEC Report filed subsequently and prior to the date hereof.
(b) The Company consolidated statements of financial position and the Guarantors shall furnish to related consolidated statements of operations, stockholders' equity and cash flows (including the Holders related notes thereto) of Acquiror included in the Acquiror SEC Reports complied in all material respects with applicable accounting requirements and Beneficial Owners the published rules and Regulations of the NotesSEC with respect thereto, prospective purchasers have been prepared in conformity with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the Notes SEC) applied on a basis consistent with prior periods (except as otherwise noted therein), and securities analystspresent fairly the consolidated financial position of Acquiror as at their respective dates, upon their requestand the consolidated results of its operations and its cash flows for the periods presented therein subject, in the informationcase of the unaudited interim financial statements, if any, required to normal year-end adjustments that have not been and are not expected to be delivered pursuant to Rule 144A(d)(4) under the Securities Actmaterial in amount.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.
Appears in 5 contracts
Samples: Merger Agreement (America Online Inc), Merger Agreement (Netscape Communications Corp), Merger Agreement (Barksdale James L)
Reports. So long as any Securities are outstanding:
(ai) Notwithstanding the Company shall provide the Trustee and Holders of Securities with annual consolidated financial statements for each fiscal year audited by an internationally recognized firm of independent public accountants within 120 days after the end of the Company’s fiscal year and unaudited quarterly financial statements (including a balance sheet, statement of operations and statement of cash flows for the fiscal quarter and year-to-date period then ended and the corresponding fiscal quarter and year-to-date period from the prior year) within 60 days after the end of each of the first three fiscal quarters of each fiscal year. Such annual and quarterly financial statements will (i) be prepared in accordance with GAAP (with the exception of the absence of year-end adjustments and footnotes in the case of quarterly financial statements) and (ii) be accompanied by a “management discussion and analysis” of the results of operations of the Company and its Subsidiaries on a consolidated basis for the periods presented in a level of detail comparable (in the reasonable judgment of the Company) to the management discussion and analysis of the results of operations of the Company contained in the Offering Memorandum. Unless otherwise publicly available, such financial statements and related discussion shall be made available to Holders of Securities and prospective investors in the Securities by posting on a password protected website accessible by all such persons, which shall announce when such items have been posted (it being understood that the Company may not be subject require a certification and customary non-disclosure agreement to access such site); and
(ii) the Company shall furnish to the reporting requirements Trustee and Holders of Section 13 or 15(dSecurities all information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02 and 5.01 (but excluding, for the avoidance of doubt, financial statements and exhibits that would be required pursuant to Item 9.01 of Form 8-K, other than financial statements and pro forma financial information required pursuant to clauses (a) and (b) of Item 9.01 of Form 8-K (in each case relating to transactions required to be reported pursuant to Item 2.01 of Form 8-K) to the extent available (as determined by the Company in good faith, which determination shall be conclusive)) if the Company had been a reporting company under the Exchange Act; provided, so long as any Notes are outstandinghowever, that no such report will be required to be furnished if the Company determines in its good faith judgment (which determination shall be conclusive) that such event is not material to Holders of the Securities or the business, assets, operations, financial position or prospects of the Company and its Subsidiaries, taken as a whole, or if the Company determines in its good faith judgment (which determination shall be conclusive) that such disclosure would otherwise cause material competitive or other material harm to the business, assets, operations, financial position or prospects of the Company and its Subsidiaries, taken as a whole; provided that such non-disclosure shall be limited only to those specific provisions that would cause material competitive or other material harm and not the occurrence of the event itself; provided, further, that no such report will file with be required to include a summary of the SEC terms of any employment or compensatory arrangement, agreement, plan or understanding between the Company (unless or any of its Subsidiaries) and any director, manager or executive officer, of the SEC will not accept such a filingCompany (or any of its Subsidiaries). All information to be furnished pursuant to this clause (ii) for public availability shall be furnished within the time periods specified in the SEC’s rules and regulations for non-accelerated filer reporting companies under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required Act. Information to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon 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. The Company shall at all times comply with TIA § 314(a).
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered furnished pursuant to Rule 144A(d)(4this clause (ii) under shall be made by posting on the Securities Act.
website referred to in clause (ci) above. If after the Issue Date the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph clauses (ai) of this Section 4.03 and (ii) above shall include a reasonably detailed presentationpresentation (which may be consistent with the non-guarantor information provided in the Offering Memorandum), either on the face of the financial statements or in the footnotes to the financial statements and in “Management’s Discussion and Analysis of Financial Condition and Results of OperationsOperations and Financial Condition” or comparable section, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from Subsidiaries. So long as any Securities are outstanding, the financial condition and results Company shall also issue a notification (which can be a notification through the website described above or by email to registered Holders of operations Securities) upon the posting of the Unrestricted information required by clauses (i) and (ii) above. The Company shall hold a conference call for the Holders of Securities to discuss such financial information described in clause (i) above no later than 10 calendar days after delivering the annual financial information and the quarterly financial information described in clause (i) above (it being understood that such conference call may be prior to the delivery of such financial information described above and may be the same conference call as with the Company’s equity or debt investors and analysts at the time of its earnings release). The Company will issue a notification (which can be a notification through the website described above or by email to registered Holders of Securities) of any such conference call at least one Business Day in advance. In addition, for so long as the Securities are not freely transferable under the Securities Act, the Issuers and the Subsidiary Guarantors shall 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. In the event that any direct or indirect parent of the Company is or becomes a guarantor (a “Parent Guarantor”) of the Securities, the Company may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Company by furnishing financial information relating to such 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 Guarantor and any of its Subsidiaries other than the Company and its Subsidiaries.
, on the one hand, and the information relating to the Company and the Subsidiaries of the Company on a stand-alone basis, on the other hand. Notwithstanding anything to the contrary set forth above, if the Company, a Parent Guarantor or any Parent Entity has provided the reports described in the preceding paragraphs with respect to the Company, such Parent Guarantor or any Parent Entity, in each case, the Company shall be deemed to be in compliance with the provisions of this Section 4.02. To the extent any such information, reports or other documents are filed electronically on the SEC’s Electronic Data Gathering and Retrieval System (d) or any successor system), such filing shall be deemed to be delivered to the holders of the Securities and the Trustee. Delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).
Appears in 4 contracts
Samples: Indenture (Albertsons Companies, Inc.), Indenture (Albertsons Companies, Inc.), Indenture (Albertsons Companies, Inc.)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to rules and regulations of the reporting requirements Commission and in lieu of Section 13 or 15(d) 7.4 of the Exchange ActBase Indenture, so long as any Notes are outstandingOutstanding, the Company will file with shall furnish to the SEC Holders or cause the Trustee (unless upon its receipt from the SEC will not accept such a filingCompany) for public availability within to furnish to the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly availableHolders, within five Business Days of filing, or attempting 30 days after the Company is required to file, file the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the NotesCommission:
(1i) all quarterly and annual financial and other information with respect to reports that the Company and its Subsidiaries that is required to file, or would be required to be contained in a filing file with the SEC Commission, on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountantsreports; and
(2ii) all current reports that the Company is required to file, or would be required to be filed file with the SEC Commission, on Form 8-K if the Company were required to file such reports. The Company ; provided that any such above information or reports filed with the XXXXX system of the Commission (or any successor system) and available publicly on the Internet shall at all times comply with TIA § 314(a)be deemed to be furnished to the Holders of Notes.
(b) The Company and the Guarantors All such reports shall furnish to the Holders and Beneficial Owners be prepared in all material respects in accordance with all of the Notesrules and regulations applicable to such reports. Each annual report on Form 10-K shall include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. In addition, prospective purchasers whether or not required by the Commission, the Company shall file a copy of all of the Notes reports referred to in Section 5.1(a)(i) and securities analysts, upon their request, (ii) with the information, Commission for public availability within the time periods specified in the Commission’s rules and regulations applicable to such reports for the status of the filer that the Company would otherwise be if any, it were required to be delivered pursuant file reports with the Commission, subject to extension as set forth in Rule 144A(d)(412b-25(b)(ii) under the Securities ActExchange Act (or any successor provision) (unless the Commission shall not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Company agrees that it shall not take any action that would cause the Commission not to accept such filings. If, notwithstanding the foregoing, the Commission will not accept such filings for any reason, the Company will post the reports specified in Section 5.1(a) hereof on its publicly accessible website within the time periods that would apply if the Company were required to file those reports with the Commission.
(c) If the Company has designated any of its Subsidiaries as Unrestricted SubsidiariesIf, thenand so long as, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face all of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations Capital Stock of the Company is beneficially owned, directly or indirectly, by a Person (the “Parent”) (i) whose corporate family and its Restricted Subsidiaries separate from corporate credit ratings are Investment Grade Ratings and (ii) that files reports with the financial condition and results of operations Commission under Section 13(a) or 15(d) of the Unrestricted Subsidiaries.
(dExchange Act, the requirements in Section 5.1(a) Delivery of reports, information and documents to shall be deemed satisfied by the Trustee under this Section is for informational purposes only and the Trustee’s receipt filing by such Parent of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained reports specified in Section 5.1(a) hereof within the time periods specified therein.
Appears in 4 contracts
Samples: Subordinated Notes Indenture (Cit Group Inc), Eighth Supplemental Indenture (Cit Group Inc), Seventh Supplemental Indenture (Cit Group Inc)
Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods period specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five 10 Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon 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. The Company’s filing of any such information, document or report with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (or XXXXX) system or any successor thereto shall satisfy the reporting obligation described above. The Company shall at all times comply with TIA § 314(a).
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(dc) Delivery of reportssuch information, information documents and documents reports to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
Appears in 4 contracts
Samples: Fourth Supplemental Indenture (Whiting Petroleum Corp), Fifth Supplemental Indenture (Whiting Petroleum Corp), Second Supplemental Indenture (Whiting Petroleum Corp)
Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, (unless the foregoing have been so filed and made publicly available, within five Business Days of SEC will not accept such a filing, or attempting to file, the same with the SEC, in which case the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes:, within the time periods specified in the SEC’s rules and regulations):
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon 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. The Company shall at all times comply with TIA § 314(a).
(b) The For as long as the Notes remain outstanding, if at any time the Company is not required to file the reports required by this Section 4.03 with the SEC, the Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, and to securities analysts and prospective purchasers of investors in the Notes and securities analystsNotes, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company will be deemed to have provided such information to the Holders of the Notes, securities analysts and prospective investors in the Notes if it has filed reports containing such information with the SEC via the XXXXX filing system and such reports are publicly available.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company.
(d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.
Appears in 4 contracts
Samples: Indenture (Linn Energy, LLC), Indenture (Linn Energy, LLC), Indenture (Linn Energy, LLC)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with shall furnish to the SEC (unless Trustee and the SEC will not accept such a filing) for public availability Holders of Notes within the time periods specified in the SEC’s 's rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes:
(1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company were required to file such Formsforms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s 's certified independent accountants; and
accountants and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) if the Company were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Company shall at all times comply with TIA § Section 314(a).
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph (aSection 4.03(a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in "Management’s 's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt Subsidiaries of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained thereinCompany.
Appears in 4 contracts
Samples: Indenture (Assisted Living Concepts Inc), Indenture (Assisted Living Concepts Inc), Indenture (Assisted Living Concepts Inc)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActCommission, so long as any Notes Securities are outstanding, the Company will file with furnish the SEC (unless the SEC will not accept such a filing) Trustee, for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish delivery to the Trustee and, upon its prior request, to any Holders of the Holders or Beneficial Owners of the NotesSecurities upon their written request therefor:
(1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to that describes the annual information only, a report thereon 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 financial condition and results of operations of the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a).
and its consolidated Subsidiaries (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentationshowing in reasonable detail, either on the face of the financial statements or in the footnotes to the financial statements thereto and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations, of ,” the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.Subsidiaries of the Company, if any) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and
(dii) Delivery all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports, in each case within the time periods specified in the Commission’s rules and regulations. The Company shall at all times comply with TIA § 314(a). Provided that, the delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s 's receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder or under the Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
(b) In addition, whether or not required by the rules and regulations of the Commission, the Company will file a copy of all such information and reports with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request.
Appears in 4 contracts
Samples: Third Supplemental Indenture (General Finance CORP), Second Supplemental Indenture (General Finance CORP), Second Supplemental Indenture (General Finance CORP)
Reports. (a) Notwithstanding The Company shall furnish or file with the Trustee, within 15 days after it files the same with the Commission, copies of the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) that the Company may is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act.
(b) If the Company is not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Act and the Notes are outstanding, subject to restrictions on transfer by Persons other than Affiliates of the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SECRule 144, the Company will furnish to the Trustee and, upon its prior request, to any all Holders of the Holders or Beneficial Owners of the Notes:
(1) all quarterly Notes and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon 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. The Company shall at all times comply with TIA § 314(a).
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analystsdesignated by the Holders of the Notes, upon promptly on their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) promulgated under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) For purposes of this Section 4.03, the Company shall be deemed to have furnished such reports and information to, or filed such reports and information with, the Trustee and the Holders of the Notes and prospective purchasers as required by this Section 4.03 shall include if it has filed such reports or information with the Commission via the XXXXX filing system or otherwise made such reports or information publicly available on a reasonably detailed presentation, either freely accessible page on the face of Company’s website; provided, however, that the financial statements Trustee shall have no obligation whatsoever to determine whether or in the footnotes to the financial statements not such reports and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiariesinformation have been posted on such website.
(d) Delivery by the Company of any such reports, information and documents to the Trustee under pursuant to this Section 4.03 is for informational purposes only and the Trustee’s receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provisions of this Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein. The Trustee is entitled to assume such compliance and correctness unless a Responsible Officer of the Trustee is informed, in writing, otherwise. Delivery by the Company of any such reports, information and documents to the Trustee pursuant to this Section 4.03 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 Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provisions of this Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein. The Trustee is entitled to assume such compliance and correctness unless a Responsible Officer of the Trustee is informed, in writing, otherwise.
Appears in 4 contracts
Samples: Indenture (Range Resources Corp), Indenture (Range Resources Corp), Indenture (Range Resources Corp)
Reports. So long as any Securities are outstanding:
(ai) Notwithstanding the Company shall provide the Trustee and Holders of Securities with annual consolidated financial statements for each fiscal year audited by an internationally recognized firm of independent public accountants within 120 days after the end of the Company’s fiscal year and unaudited quarterly financial statements (including a balance sheet, statement of operations and statement of cash flows for the fiscal quarter and year-to-date period then ended and the corresponding fiscal quarter and year-to-date period from the prior year) within 60 days after the end of each of the first three fiscal quarters of each fiscal year. Such annual and quarterly financial statements will (i) be prepared in accordance with GAAP (with the exception of the absence of year-end adjustments and footnotes in the case of quarterly financial statements) and (ii) be accompanied by a “management discussion and analysis” of the results of operations of the Company and its Subsidiaries on a consolidated basis for the periods presented in a level of detail comparable (in the reasonable judgment of the Company) to the management discussion and analysis of the results of operations of the Company contained in the Offering Memorandum. Unless otherwise publicly available, such financial statements and related discussion shall be made available to Holders of Securities and prospective investors in the Securities by posting on a password protected website accessible by all such persons, which shall announce when such items have been posted (it being understood that the Company may not be subject require a certification and customary non-disclosure agreement to access such site); and
(ii) the Company shall furnish to the reporting requirements Trustee and Holders of Section 13 or 15(dSecurities all information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02 and 5.01 (but excluding, for the avoidance of doubt, financial statements and exhibits that would be required pursuant to Item 9.01 of Form 8-K, other than financial statements and pro forma financial information required pursuant to clauses (a) and (b) of Item 9.01 of Form 8-K (in each case relating to transactions required to be reported pursuant to Item 2.01 of Form 8-K) to the extent available (as determined by the Company in good faith, which determination shall be conclusive)) if the Company had been a reporting company under the Exchange Act; provided, so long as any Notes are outstandinghowever, that no such report will be required to be furnished if the Company determines in its good faith judgment (which determination shall be conclusive) that such event is not material to Holders of the Securities or the business, assets, operations, financial position or prospects of the Company and its Subsidiaries, taken as a whole, or if the Company determines in its good faith judgment (which determination shall be conclusive) that such disclosure would otherwise cause material competitive or other material harm to the business, assets, operations, financial position or prospects of the Company and its Subsidiaries, taken as a whole; provided that such non-disclosure shall be limited only to those specific provisions that would cause material competitive or other material harm and not the occurrence of the event itself; provided, further, that no such report will file with be required to include a summary of the SEC terms of any employment or compensatory arrangement, agreement, plan or understanding between the Company (unless or any of its Subsidiaries) and any director, manager or executive officer, of the SEC will not accept such a filingCompany (or any of its Subsidiaries). All information to be furnished pursuant to this clause (ii) for public availability shall be furnished within the time periods specified in the SEC’s rules and regulations for non-accelerated filer reporting companies under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required Act. Information to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon 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. The Company shall at all times comply with TIA § 314(a).
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered furnished pursuant to Rule 144A(d)(4this clause (ii) under shall be made by posting on the Securities Act.
website referred to in clause (ci) above. If after the Issue Date the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph clauses (ai) of this Section 4.03 and (ii) above shall include a reasonably detailed presentationpresentation (which may be consistent with the non-guarantor information provided in the Offering Memorandum), either on the face of the financial statements or in the footnotes to the financial statements and in “Management’s Discussion and Analysis of Financial Condition and Results of OperationsOperations and Financial Condition” or comparable section, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from Subsidiaries. So long as any Securities are outstanding, the financial condition and results Company shall also issue a notification (which can be a notification through the website described above or by email to registered Holders of operations Securities) upon the posting of the Unrestricted information required by clauses (i) and (ii) above. The Company shall hold a conference call for the Holders of Securities to discuss such financial information described in clause (i) above no later than 10 calendar days after delivering the annual financial information and the quarterly financial information described in clause (i) above (it being understood that such conference call may be prior to the delivery of such financial information described above and may be the same conference call as with the Company’s equity or debt investors and analysts at the time of its earnings release). The Company will issue a notification (which can be a notification through the website described above or by email to registered Holders of Securities) of any such conference call at least one Business Day in advance. In addition, for so long as the Securities are not freely transferable under the Securities Act, the Issuers and the Subsidiary Guarantors shall 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. In the event that any direct or indirect parent of the Company is or becomes a guarantor (a “Parent Guarantor”) of the Securities, the Company may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Company by furnishing financial information relating to such 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 Guarantor and any of its Subsidiaries other than the Company and its Subsidiaries.
, on the one hand, and the information relating to the Company and the Subsidiaries of the Company on a stand-alone basis, on the other hand. The filing requirements set forth above for the applicable period may be satisfied by the Company (di) prior to the consummation of a Qualified IPO, by a Parent Entity filing a registration statement in connection with a potential Qualified IPO or (ii) prior to the commencement of the Registered Exchange Offer or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the exchange offer registration statement and/or the Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act and, in each case, satisfying the requirements set forth in the preceding paragraph. Notwithstanding anything to the contrary set forth above, if the Company, a Parent Guarantor or any Parent Entity has provided the reports described in the preceding paragraphs with respect to the Company, such Parent Guarantor or any Parent Entity, in each case, the Company shall be deemed to be in compliance with the provisions of Section 4.02. To the extent any such information, reports or other documents are filed electronically on the SEC’s Electronic Data Gathering and Retrieval System (or any successor system), such filing shall be deemed to be delivered to the holders of the Securities and the Trustee. Delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).
Appears in 4 contracts
Samples: Indenture (Safeway Stores 42, Inc.), Indenture (Safeway Stores 42, Inc.), Indenture (Albertsons Companies, Inc.)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActSEC, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC (unless the SEC will not accept such a filing) for public availability availability), within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notesregulations:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsreports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” Operations that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (provided that such information shall show in reasonable detail, either on the face of the financial statements or in the footnotes thereto, the financial condition and results of operations of the Company and the Guarantors separate from the financial condition and results of operations of the Subsidiaries of the Company that are not Guarantors with such reasonable detail as required by the SEC or as would be required by the SEC if the Company was subject to the periodic reporting requirements of the Exchange Act) and, with respect to the annual information only, a report thereon 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. The Company shall will file a copy of the information and reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. The Company will at all times comply with TIA § §314(a).
(b) The For so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by paragraph (a) of this Section 4.03, the Company and the Guarantors shall will furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and to securities analystsanalysts and prospective investors, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If Notwithstanding anything to the contrary in Sections 4.03(a) and 4.03(b) above, the Company will be deemed to have furnished the reports required by this Section 4.03 to the Trustee and the Holders of the Notes if the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to filed such reports with the extent material, SEC via the quarterly XXXXX filing system and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiariessuch reports are publicly available.
(d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.
Appears in 3 contracts
Samples: Indenture (Isle of Capri Casinos Inc), Indenture (Isle of Capri Casinos Inc), Indenture (Isle of Capri Casinos Inc)
Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so So long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such or make publicly available on a filing) for public availability website, within the time periods (including any extension thereof) specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notesregulations:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including reports as a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountantsnon-accelerated filer; 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. The Company shall at all times comply with TIA § 314(a).
(b) The requirements of Section 4.03(a) may be satisfied by the filing with the SEC for public availability by any direct or indirect parent company of the Company and of any Annual Report on Form 10-K, Quarterly Report on Form 10- Q or Current Report on Form 8-K, containing the Guarantors shall furnish required information with respect to the Holders Company or parent company, as applicable, and Beneficial Owners filed within the time period required under the rules and regulations of the Notes, prospective purchasers SEC for the filing of the Notes and securities analysts, upon their request, the informationsuch forms; provided that, if anyapplicable, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual such financial information required by the preceding paragraph (a) of this Section 4.03 shall will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to thereto or in a separate discussion (which may be contained in the financial statements and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the applicable quarterly or annual report), if any, between the financial information of the parent company, on the one hand, and the Company and its Subsidiaries on a stand-alone basis, on the other hand.
(c) Notwithstanding the foregoing in Section 4.03(a), at any time when the Company does not otherwise file such reports with the SEC, the reports provided pursuant to Section 4.03(a) (i) will not be required to contain the separate financial information for Guarantors as contemplated by Rule 13-01 or 13-02 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions and (ii) shall not 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 measures contained therein.
(d) At any time that any of the Company’s Significant Subsidiaries are Unrestricted Subsidiaries, then the annual and quarterly financial reports required by Section 4.03(a) will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto or in a separate discussion (which may be contained in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the applicable quarterly or annual report) 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 SubsidiariesSubsidiaries of the Company.
(de) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this covenant) upon furnishing such information as contemplated by this covenant (but without regard to the date on which such information or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders in Section 6.01 if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(f) The Company shall furnish to the Holders and Beneficial Owners of the Notes, 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.
(g) Delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only only, and the Trustee’s receipt of the foregoing such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee shall have no duty to monitor or confirm, on a continuing basis or otherwise, the Company’s or any other Person’s compliance with any of the covenants under this Indenture, to determine whether such reports, information or documents are filed with the SEC or made publicly available on a website, to examine such reports, information, documents and other reports to ensure compliance with the provisions of this Indenture, to ascertain the correctness or otherwise of the information or the statements contained therein or to participate in any conference calls.
Appears in 3 contracts
Samples: Indenture (Civitas Resources, Inc.), Indenture (Civitas Resources, Inc.), Indenture (Bonanza Creek Energy, Inc.)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActCommission, so long as any Notes are outstanding, the Company will furnish to Holders, or cause the Trustee to furnish to the Holders, or file with the SEC (unless the SEC will not accept such a filing) Commission for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notesavailability:
(1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing filed with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such Formsreports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountantsauditors, which financial information shall be filed within (or prior to effectiveness of an exchange offer registration statement within 15 days after) the time period for such reports specified in the Commission’s rules and regulations; and
(2ii) all current reports after effectiveness of an exchange offer registration statement, within the time periods specified in the Commission’s rules and regulations, the information that would be required to be filed with the SEC Commission in current reports on Form 8-K if the Company were required to file such reports; provided, however, that, in the case of clause (i) or (ii), if the last day of any such time period is not a Business Day, such information will be due on the next succeeding Business Day. The Company shall at All such information will be prepared in all times comply material respects in accordance with TIA § 314(a)all of the rules and regulations of the Commission applicable to such information.
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries (other than Unrestricted Subsidiaries that, when taken together with all other Unrestricted Subsidiaries, thenare “minor” within the meaning of Rule 3-10 of Regulation S-X, to the extent materialsubstituting 5% for 3% where applicable), then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and thereto, or in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(c) This Section 4.03 will not impose any duty on the Company under the Sxxxxxxx-Xxxxx Act of 2002 and the related Commission rules that would not otherwise be applicable.
(d) Delivery of reports, information and documents The Company will be deemed to have furnished to the Trustee under Holders and to prospective investors the information referred to in subclauses (i) and (ii) of paragraph (a) of this Section is for informational 4.03 or the information referred to in paragraph (b) of this Section 4.03 if the Company has posted such reports or information on the Company Website with access to current and prospective investors. For purposes only and of this Supplemental Indenture, the term “Company Website” means the collection of web pages that may be accessed on the World Wide Web using the URL address hxxx://xxx.xxxxxxxxxxx.xxx or such other address as the Company may from time to time designate in writing to the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.
Appears in 3 contracts
Samples: Fifth Supplemental Indenture (Vital Energy, Inc.), Fourth Supplemental Indenture (Laredo Petroleum, Inc.), Third Supplemental Indenture (Laredo Petroleum, Inc.)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActCommission, so long as any Notes are outstanding, the Company will file with Issuers shall furnish to Holders and the SEC (unless the SEC will not accept such a filing) for public availability Trustee, within the time periods specified in the SECCommission’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notesregulations:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Issuers were required to file such Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report thereon on the annual consolidated financial statements of the Company by the Company’s certified its independent public accountants; and
(2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Issuers were required to file such reports. The Company shall at all times comply with TIA § 314(a).
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by the preceding paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
Subsidiaries of the Company. Such information may be provided by the Issuers in filings with the Securities and Exchange Commission, which filing shall satisfy the obligations set forth above. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect majority-owned Subsidiaries of any Parent (dor other Person which, directly or indirectly, owns a majority of the outstanding Voting Stock of the Issuers, measured by voting power rather than the number of shares), if such Parent (or such other Person which, directly or indirectly, owns a majority of the Voting Stock of the Issuers, measured by voting power rather than the number of shares) has furnished Holders the reports described in the preceding paragraphs with respect to such Parent (or such other Person which, directly or indirectly, owns a majority of the outstanding Voting Stock of the Issuers, measured by voting power rather than the number of shares) (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Such information may be provided by a Parent in filings with the Securities and Exchange Commission, which filing shall satisfy the obligations set forth in this paragraph. Delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing 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 Officers’ Certificates).
Appears in 3 contracts
Samples: Eighth Supplemental Indenture (Cco Holdings LLC), Seventh Supplemental Indenture (Cco Holdings LLC), Indenture (Cco Holdings LLC)
Reports. (a) Notwithstanding that the Company may not be required to remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will shall file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notesset forth below:
(1i) within 90 days after the end of each fiscal year, all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing an annual report on Form 10-K, or any successor or comparable form, filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such FormsSEC, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to section and a report on the annual information only, a report thereon financial statements by the Company’s certified independent accountantsregistered public accounting firm;
(ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, all financial information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section; and
(2iii) within 5 days after the applicable number of days specified in the SEC’s rules and regulations, all current reports that would be required to be filed with the SEC on Form 8-K K, or any successor or comparable form, if the Company were required to file such reports. The Company shall at , in each case in a manner that complies in all times comply material respects with TIA § 314(a)the requirements specified in such form.
(b) The Notwithstanding Section 4.2(a), the Company shall not be obligated to file such reports with the SEC if the SEC does not permit such filing, so long as the Company provides such information to the Trustee and the Guarantors shall furnish to the Holders and Beneficial Owners makes available such information to prospective purchasers of the Notes, in each case at the Company’s expense and by the applicable date the Company would be required to file such information pursuant to the preceding paragraph. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Company shall furnish to Holders and to securities analysts and prospective purchasers of the Notes and securities analystsNotes, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The reports required by this covenant need not include any separate financial statements of Subsidiary Guarantors or information required by Rule 3-10 or 3-16 of Regulation S-X (or any successor regulation). The requirements set forth in this Section 4.2(b) and in Section 4.2(a) may be satisfied by posting copies of such information on a website (which may be nonpublic and may be maintained by the Company or a third party) to which access is given to the Trustee, Holders and prospective purchasers of the Notes. The Trustee shall have no responsibility whatsoever to determine if such filings have been made. Reports by the Company or Subsidiary Guarantors delivered to the Trustee should be considered for informational purposes only and the Trustee shall not be deemed to have constructive notice of any information contained, or determinable from information contained, in any reports referred to above, including the Company’s compliance with any of its covenants in this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
(c) If any of the Company’s Subsidiaries is not a Subsidiary Guarantor and such Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary for any fiscal year, on an annual basis within the time period specified in Section 4.2(a) for annual reports, the Company has designated any of its Subsidiaries as Unrestricted Subsidiariesshall provide in the annual report for such fiscal year or in a report filed or furnished on Form 8-K (or posted, thenif applicable), to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of with respect to such Subsidiaries that are not Subsidiary Guarantors collectively consistent with the financial statements or information included in the footnotes Offering Memorandum with respect to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiariesthat are not Subsidiary Guarantors.
(d) Delivery In the event that any direct or indirect parent company of reportsthe Company becomes a guarantor of the Notes, information and documents to the Trustee Company may satisfy its obligations under this Section is 4.2 to provide consolidated financial information of the Company by furnishing consolidated financial information relating to such parent; provided that (i) such financial statements are accompanied by consolidating financial information for informational purposes only such parent and the Trustee’s receipt Company in the manner prescribed by the SEC or (ii) such parent is not engaged in any business in any material respect other than such activities as are incidental to its ownership, directly or indirectly, of the foregoing shall not constitute constructive notice Capital Stock of any information contained therein or determinable from information contained thereinthe Company.
Appears in 3 contracts
Samples: Indenture (MSCI Inc.), Indenture (MSCI Inc.), Indenture (MSCI Inc.)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will shall furnish to the Trustee and, upon its prior request, to any of and the Holders or Beneficial Owners of the Notes:
Holders: (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent accountants; and
and (2ii) 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, in each case, within 15 days after the date by which the Company would have been required by the SEC’s rules and regulations to file such documents. In addition, whether or not required by the SEC, the Company shall file a copy of all of the information and reports referred to in clauses (i) and (ii) above with the SEC for public availability within 15 days after the date by which the Company would have been required by the SEC’s rules and regulations to file such documents (unless the SEC will not accept such a filing). The Company shall at all times comply with TIA § 314(a). The Company shall be deemed to have furnished the reports referred to in clauses (i) and (ii) above if the Company has filed such reports with the SEC (and such reports are publicly available).
(b) The For so long as any Notes remain outstanding, the Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, to securities analysts and prospective purchasers of the Notes and securities analystsinvestors, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities ActAct to the extent such information requirement is not satisfied by delivery of the information pursuant to clause (a) above.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(d) Delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate or certificates).
Appears in 3 contracts
Samples: Indenture (Asbury Automotive Group Inc), Indenture (Asbury Automotive Group Inc), Indenture (Asbury Automotive Group Inc)
Reports. (a) Notwithstanding that Whether or not the Company may not be is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, so long as any Notes are outstandingto the extent not prohibited by the Exchange Act, the Company will file with make available to the Trustee and the Holders of the Notes without cost to any Holder, the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC (unless may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the SEC will not accept such Exchange Act and applicable to a filing) for public availability U.S. corporation within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes:
(1) all quarterly and annual financial and other information therein with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon 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. The Company shall at all times comply with TIA § 314(a)an accelerated filer.
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to then the extent material, the quarterly and annual financial information required by paragraph (aSection 4.03(a) of this Section 4.03 shall above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company.
(c) For so long as any of the Notes remain outstanding and constitute “restricted securities” under Rule 144, the Company will furnish to the Holders of the Notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(d) Delivery of reports, information and documents The Company shall be deemed to have furnished such reports to the Trustee under this Section is for informational purposes only and the TrusteeHolders of Notes if it has filed such reports with the SEC using the XXXXX filing system or on the Company’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained thereinwebsite and such reports are publicly available.
Appears in 3 contracts
Samples: Indenture (SM Energy Co), Indenture (SM Energy Co), Indenture (SM Energy Co)
Reports. (a) Notwithstanding From and after the date that the Company (i) first produces financial statements for a completed fiscal year, including an unqualified report thereon from its independent public accountants, and (ii) provides a copy thereon to the Commission and resolves any comments thereof (such date, the “Financial Reporting Date”), notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, outstanding the Company will shall file with the SEC (unless Commission, to the SEC will not accept extent such a filing) submissions are accepted for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same filing with the SECCommission, the Company will and shall furnish to the Trustee andTrustee, upon its prior request, within 15 days after it is or would have been required to any of be filed with the Holders or Beneficial Owners of the NotesCommission:
(1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent accountants; and
(2ii) all current reports information that would be required to be filed with the SEC Commission on Form 8-K if the Company were required to file such reports. The Prior to the Financial Reporting Date, the Company shall at all times comply deliver the information set forth in clauses (i) and (ii) above to the Trustee and the Holders within 15 days after it would have been required to be filed with TIA § 314(athe Commission; provided however that the Company need not (1) provide balance sheet information (other than cash, debt and capital expenditure information consistent with the information provided in its monthly operating reports), cash flow or stockholder’s equity data, or any footnotes to the financial information (or any management’s discussion and analysis of financial condition and results of operations related to such information) and may provide income statement data in a manner consistent with the monthly operating reports or (2) obtain a report thereon from its independent public accountants, and such information may be designated by the Company as subject to further review and adjustment. Prior to the Financial Reporting Date, the Company shall submit for review by the audit committee of the Board of Directors on a quarterly basis any financial information prepared by the Company and delivered pursuant to this Section 4.03(a).
(b) The Company and shall use reasonable best efforts to achieve the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities ActFinancial Reporting Date as soon as is practicable.
(c) If the The Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include in good faith seek a reasonably detailed presentation, either rating on the face Notes from Xxxxx’x and S&P within 30 days of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesReporting Date.
(d) Delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only only, and the Trustee’s receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, the Company shall cause its annual reports to stockholders and any quarterly or other financial reports furnished by it to stockholders that are not filed via XXXXX generally to be filed with the Trustee and mailed no later than the date such materials are mailed or made available to the Company’s stockholders, to the Holders at their addresses as set forth in the register of securities maintained by the Registrar.
Appears in 3 contracts
Samples: Indenture (Intermedia Communications Inc), Indenture (Intermedia Communications Inc), Indenture (Digex Inc/De)
Reports. (a) Notwithstanding The Company, pursuant to §314(a) of the TIA, shall file with the Trustee, within the time periods specified in the Securities Act with respect to the Company’s filing status, copies of the annual and quarterly reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) that the Company files with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports that may not be subject required pursuant to Section 13 of the reporting requirements Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; provided, however that any such information, documents or reports filed electronically with the Commission pursuant to Section 13 or 15(d) of the Exchange ActAct shall be deemed filed with, and delivered to, the Trustee; provided, further, the Company shall notify the Trustee if it shall fail to so long as file any Notes are outstandingsuch information, documents or reports with the Commission. In addition, the Company will file with the SEC (unless the SEC will not accept make such a filing) for public availability within the time periods specified in the SEC’s rules reports and regulations under the Exchange Act and, unless the foregoing have been so filed information available to securities analysts and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, prospective investors upon its prior request, to any of the Holders or Beneficial Owners of the Notes:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon 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. The Company shall at all times comply with TIA § 314(a).
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to then the extent material, the quarterly and annual financial information required by paragraph (aSection 7.03(a) of this Section 4.03 shall above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company.
(c) For so long as any of the Notes remain outstanding and constitute “restricted securities” under Rule 144, the Company and the Subsidiary Guarantors will furnish to the Holders of the Notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(d) Delivery The Company shall be deemed to have furnished such reports to the Trustee and the Holders of Notes if it has filed such reports with the Commission using the XXXXX filing system or on the Company’s website and such reports are publicly available. The Trustee shall have no obligation to monitor whether the Company posts such reports, information and documents on its website or the Commission’s XXXXX service, or collect any such reports, information and documents from the Company’s website or the Commission’s XXXXX service.
(e) The delivery of the foregoing annual reports, information, documents and other reports to the Trustee under this Section is for informational purposes only only, and the Trustee’s receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
(f) The Company shall deliver to the Trustee prompt written notice of the occurrence of any Default hereunder or any event of default under the First Lien Credit Agreement.
Appears in 3 contracts
Samples: Indenture (Goodrich Petroleum Corp), Indenture (Goodrich Petroleum Corp), Note Purchase Agreement (Goodrich Petroleum Corp)
Reports. (a) Notwithstanding that As of and following the Effective Date, the Administrator shall (i) prepare all reports required by Schedule II and the Annexes thereto and (ii) at the Company’s cost and expense, any additional reports reasonably requested by the Company may not be subject to in connection with the reporting requirements of Section 13 or 15(d) performance of the Exchange Act, so long as any Notes are outstanding, Services and such additional reports shall be prepared and delivered on a timely basis in order for the Company will file to comply with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified any filing deadlines required by Applicable Law or by contract and, in the SEC’s rules and regulations under the Exchange Act and, unless case of each of the foregoing have been so filed clauses (i) and made publicly available(ii), within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would such reports shall be required to be contained delivered in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon commercially reasonable format usable by the Company’s certified independent accountants; and
(2) all current reports that would be required to be filed with , which, for the SEC on Form 8-K if avoidance of doubt, may differ from the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a)format currently used by the Company, or as otherwise agreed by the parties.
(b) The On a quarterly basis, (i) the Company shall prepare and the Guarantors shall furnish provide to the Holders Administrator a report containing a summary of any examinations or Actions initiated by a Governmental Authority or other Person with respect to which the Company has exercised its right to supervise and Beneficial Owners control the defense thereof in accordance with Section 7.2 or Section 7.6 in a form reasonably acceptable to the Administrator; and (ii) the Administrator shall prepare and provide to the Company a report containing a summary of any examinations or Actions initiated by a Governmental Authority or other Person relating to the Notes, prospective purchasers of Administered Business with respect to which the Notes Administrator is supervising and securities analysts, upon their request, controlling in a form reasonably acceptable to the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities ActCompany.
(c) If Administrator will provide Seller, Parent or their designated representatives (including their outside auditors) access to its Xxxxxxxx-Xxxxx Act and Model Audit Rules control documentation and testing results related to the Administered Business, and access to the books, records and employees of the Administrator for purposes of independently performing tests of the Administrator’s documentation and controls, as reasonably requested by the Company has designated any from time to time; provided, in lieu of granting such access, the Administrator may engage its Subsidiaries as Unrestricted Subsidiaries, then, outside auditors to furnish to the extent materialCompany a report in accordance with Statements on Standards for Attestation Engagements No. 16 — Type II or AICPA Professional Standards AT Section 101 — Type II as applicable, covering the Administrator’s business operations, account reconciliation practices, information technology applications and information technology architecture as they relate to this Agreement. Additionally, commencing following the termination of the Transition Services Agreement and for as long as this Agreement is in effect, within fifteen (15) days after the end of each calendar quarter, the Administrator shall indicate to the Company whether the Administrator is aware of any issues with respect to internal controls that would prevent it from providing the certifications set forth in Schedule VIII and, within thirty (30) days after the end of each calendar quarter, deliver to the Company a completed quarterly management representation letter, substantially in the form set forth in Schedule VIII, signed by the authorized officers of the Administrator specified in Schedule VIII, on internal controls and annual financial information required any changes thereto or failures of compliance in respect thereof, in support of the management representation letter to be issued by paragraph (a) the Company to its independent accountants. Administrator agrees that the Administered Business will remain subject to its customary Xxxxxxxx-Xxxxx Act and Model Audit Rules controls environment and standards. In the event that the nature of the Administered Business becomes such that the same level of controls and assurance is not needed, Administrator and the Company will work together to identify a mutually agreeable alternative approach such that the Company is able to satisfy its regulatory filing and audit requirements. For purposes of this Section 4.03 shall include a reasonably detailed presentation5.1(c), either on the face of the financial statements any “materiality” or in the footnotes similar determination with respect to the financial statements Administered Business shall be made by reference to the Reinsured Liabilities, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of not by reference to the financial condition and results of operations of the Company and Administrator or its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiariesconsolidated group.
(d) Delivery The Company shall, by April 30 of reportseach year for which this Agreement remains in effect, information and documents provide to the Trustee Administrator an annual premium tax report (the “Annual Premium Tax Report”) that shows Premium Tax liability of the Company in respect of the Covered Insurance Policies (other than the Net Retained Liabilities Policies). The Annual Premium Tax Report will indicate any credits, deductions, or offsets that reduce the Reinsurer’s obligation to reimburse the Company for Premium Taxes under this Section is the terms of the Reinsurance Agreement. The Annual Premium Tax Report will reflect (i) any overpayment or underpayment by the Administrator (as Reinsurer under the Reinsurance Agreement) for informational purposes only Premium Taxes with respect to Quarterly Premium Tax Payments (as defined in Schedule II hereof) for the calendar year to which the Annual Premium Tax Report relates and (ii) any other relevant adjustments to Premium Taxes, which adjustments shall be described in reasonable detail in a schedule to the Trustee’s Annual Premium Tax Report. Such overpayment or underpayment will be paid by the appropriate party within 30 days of the receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained thereinAnnual Premium Tax Report.
Appears in 3 contracts
Samples: Master Agreement (AXA Equitable Holdings, Inc.), Master Agreement (Protective Life Insurance Co), Master Agreement (Protective Life Corp)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActCommission, so long as any Notes are outstanding, the Company will file with furnish to the SEC (unless the SEC will not accept such a filing) for public availability Holders of Notes, within the time periods specified in the SECCommission’s rules and regulations under applicable, if the Company is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act andAct, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, to a U.S. corporation that is an accelerated filer or attempting to file, the same with the SEC, if the Company will furnish is not subject to the Trustee and, upon its prior requestreporting requirements of Section 13 or Section 15(d) of the Exchange Act, to any of the Holders or Beneficial Owners of the Notesa U.S. corporation that is a non-accelerated filer:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a section on “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent public accountants; and
(2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a).
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (aSection 4.03(a) of this Section 4.03 shall will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations, ,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company.
(c) The availability of the foregoing materials on the Commission’s website or on the Company’s website shall be deemed to satisfy the delivery obligations under clauses (a) and (b) of this Section 4.03.
(d) Delivery For so long as any of reportsthe Notes remain outstanding and constitute “restricted securities” under Rule 144, information and documents the Company will furnish to the Trustee Holders of the Notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(e) In the event that any direct or indirect parent company of the Company becomes a guarantor of the Notes, the Company may satisfy its obligations in this Section 4.03 with respect to financial information relating to the Company by furnishing financial information relating to such parent company for so long as such parent company is for informational purposes only a guarantor of the Notes; 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 Trustee’s receipt of information relating to the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained thereinCompany and its Subsidiaries on a standalone basis, on the other hand.
Appears in 3 contracts
Samples: Indenture (Comstock Resources Inc), Indenture (Comstock Resources Inc), Indenture (Comstock Resources Inc)
Reports. (a) Notwithstanding that Whether or not the Company may not be subject is required to file reports with the reporting requirements of Section 13 or 15(d) of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability SEC, within the time periods specified in the SEC’s 's rules and regulations regulations, all such annual reports, quarterly reports and other documents that the Company would be required to file if it were subject to Section 13(a) or 15(d) under the Exchange Act and, unless Act. The Company will also be required (i) to supply to the foregoing have been so filed Trustee and made publicly available, within five Business Days of filingeach Holder, or attempting supply to filethe Trustee for forwarding to each such Holder, without cost to such Holder, copies of such reports and other documents within 15 days after the same date on which the Company files such reports and documents with the SECSEC or the date on which the Company would be required to file such reports and documents if the Company were so required and (ii) if filing such reports and documents with the SEC is not accepted by the SEC or is prohibited under the Exchange Act, to supply at the Company's cost copies of such reports and documents to any prospective Holder promptly upon written request. In addition, the Company has agreed that, for so long as any Notes remain outstanding, it will furnish to the Trustee andHolders and to securities analysts and prospective investors, upon its prior their request, to any of the Holders or Beneficial Owners of information specified in Rule 144A(d)(4) under the Securities Act.
(b) Notwithstanding subsection (a) above, so long as the Parent guarantees the Notes:
(1) all quarterly and annual financial , the reports, information and other information with respect to the Company and its Subsidiaries that would be documents required to be contained filed and provided as described above may be those of the Parent, rather than the Company, so long as such filings (i) would satisfy the requirements of the Exchange Act and the regulations promulgated thereunder and (ii) disclose the Company's results of operations and financial condition in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and
(2) all current reports that " section in at least such detail as would be required to be filed with the SEC on Form 8-K if the Company were required to file filing such reports. The Company shall at all times comply with TIA § 314(a)report.
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.
Appears in 3 contracts
Samples: Indenture (IMI of Arlington, Inc.), Note Purchase Agreement (Signal Medical Services), Note Purchase Agreement (Jw Childs Equity Partners Ii Lp)
Reports. Prior to consummation of the Exchange Offer and when any Notes under this Indenture are outstanding, the Company will provide to the Trustee and the holders of Notes: (a) Notwithstanding within 90 days after the end of the Company’s fiscal year, financial statements and management’s discussion and analysis of financial condition and results of operations substantially equivalent to that which would be required to be included in an Annual Report on Form 10-K of the Company were the Company subject to an obligation to file such a report under the Exchange Act, and (b) within 45 days after the end of each of the first three fiscal quarters in each fiscal year of the Company, financial statements and management’s discussion and analysis of financial condition and results of operations substantially equivalent to that which would be required to be included in a Quarterly Report on Form 10-Q of the Company were the Company subject to an obligation to file such a report under the Exchange Act; provided, however, that the reports set forth in clauses (a) and (b) above shall not be required to: (x) contain any certification required by any such form or the Xxxxxxxx-Xxxxx Act of 2002, (y) include separate financial statements of any Guarantor or (z) include any exhibit. Following consummation of the Exchange Offer, notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13 13(a) or 15(d) of the Exchange Act, so long as any Notes are outstanding, 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 will not accept pursuant to such a filingSection 13(a) for public availability or 15(d) or would be so required to file if the Company were so subject within the time periods specified above. The Company will also, within 15 days after the time periods specified above, transmit by mail to all Holders, as their names and addresses appear in the SEC’s Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files with the SEC and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods specified by the applicable rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, and the Company 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. The Company will furnish comply with the other provisions of TIA § 314(a). Notwithstanding the foregoing, the requirements of this Section 405 shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of the shelf registration statement described in the Registration Rights Agreement (1) by the filing with the SEC of the Exchange Offer registration statement or shelf registration statement (or any other similar 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 on the Company’s website (or that of any of its parent companies) or providing such reports to the Trustee andwithin 15 days after the time periods specified above, upon its prior request, to any the financial information (including a “Management’s discussion and analysis of the Holders or Beneficial Owners results of the Notes:
(1operations and financial condition” section) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained included in a filing such reports, subject to exceptions consistent with the SEC on Forms 10-Q and 10-K if presentation of financial information in the Offering Circular. Notwithstanding anything herein to the contrary, the Company were required will not be deemed to file such Forms, including a “Management’s Discussion and Analysis have failed to comply with any of Financial Condition and Results its agreements set forth under this Section 405 for purposes of Operations” and, with respect to Section 601(v) until 120 days after the annual information only, a date any report thereon 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. The Company shall at all times comply with TIA § 314(a).
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required provided by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries405 is due.
(d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.
Appears in 3 contracts
Samples: Indenture (Adesa California, LLC), Indenture (Adesa California, LLC), Indenture (Adesa California, LLC)
Reports. (a) Notwithstanding that Whether or not the Company may not be is then subject to the reporting requirements of Section 13 13(a) or 15(d) of the Exchange Act, the Company will file with the Commission, so long as any Notes are outstanding, the annual reports, quarterly reports and other periodic reports which the Company would have been required to file with the Commission pursuant to such Section 13(a) or 15(d) if the Company were so subject, and such documents shall be filed with the Commission on or prior to the respective dates (the “Required Filing Dates”) by which the Company would have been required so to file such documents if the Company were so subject. The Company will also, in the event the filing such documents by the Company with the Commission is not permitted by the Commission (i) within 15 days of each Required Filing Date, (a) transmit by mail to all holders of Notes, as their names and addresses appear in the Note register, without cost to such holders and (b) file with the Trustee copies of the annual reports, quarterly reports and other periodic reports which the Company would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if the Company were subject to such Sections and (ii) promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s cost. In addition, the Company will file with the SEC (unless Commission and with the SEC will not accept such a filing) for public availability within the time periods specified Trustee, in the SEC’s accordance with rules and regulations under prescribed by the Exchange Act andCommission, unless the foregoing have been so filed such additional information, documents and made publicly available, within five Business Days of filing, or attempting reports with respect to file, the same compliance with the SECconditions and covenants provided for herein as may be required by such rules and regulations. Notwithstanding anything herein to the contrary, the Company will furnish not be deemed to the Trustee and, upon its prior request, have failed to comply with any of its agreements under this Section 4.02 for purposes of clause (iii) under Section 6.01(a) until 90 days after the Holders or Beneficial Owners of the Notes:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a date any report thereon by the Company’s certified independent accountants; and
(2) all current reports that would be hereunder is required to be filed with the SEC on Form 8-K if Commission pursuant to this Section 4.02. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a).
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers holders of the Notes and to securities analystsanalysts and prospective investors, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If . The Company may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, by furnishing financial information relating to the extent materiala Parent Entity; provided that, the quarterly and annual financial same is accompanied by consolidating information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentationthat explains in reasonable detail the differences between the information relating to such Parent Entity, either on the face of one hand, and the financial statements or in the footnotes information relating to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from on a standalone basis, on the financial condition and results other hand. For the avoidance of operations doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited. Notwithstanding the foregoing, if the Company or any Parent Entity of the Unrestricted Subsidiaries.
(d) Delivery Company has furnished the holders of reports, information and documents Notes or filed with the Commission the reports described in the preceding paragraphs with respect to the Trustee under Company or any Parent Entity, the Company shall be deemed to be in compliance with the provisions of this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein4.02.
Appears in 3 contracts
Samples: Indenture (Gray Television Inc), Indenture (Gray Television Inc), Indenture (Gray Television Inc)
Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, For so long as the Note or any Notes of the Holder Preferred Shares are outstanding, the Company will file with shall deliver to the SEC (unless Investor, to the SEC will extent the Investor has not accept such a filing) for asked the Company in writing not to be privy to any material, non-public availability within information concerning the time periods specified in the SEC’s rules and regulations under the Exchange Act andCompany, unless the foregoing have been so filed and made publicly as soon as available, (i) but in any event within five Business Days thirty (30) days after the end of filingeach calendar month, or attempting to filea Company prepared consolidated and consolidating income statement, the same with the SEC, the Company will furnish in a form reasonably acceptable to the Trustee and, upon its prior request, to any Investor and certified by an executive officer of the Holders or Beneficial Owners Company, (ii) but in any event within forty-five (45) days after the end of each calendar quarter, a Company prepared balance sheet as of the Notes:
end of such period, in a form reasonably acceptable to the Investor and certified by an executive officer of the Company, (1iii) all quarterly reports, materials and annual financial notices furnished to the Company’s senior lender (presently Bank Leumi) as and other when provided to the Company’s senior lender, (iv) all reports, materials and notices furnished to the Board of Directors or any committee thereof as and when provided to the members of the Board of Directors or any committee thereof and (v) such information with respect relating to the Company and its Subsidiaries as from time to time may reasonably be requested by the Investor provided that would be required it is not unduly burdensome for the Company to provide such requested information. The Company shall cause all financial statements to be contained delivered pursuant to this Section 8.2 as to which GAAP is applicable to be complete and correct in a filing all material respects (subject, in the case of interim financial statements, to normal year-end adjustments) and to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein. Notwithstanding the foregoing, except with respect to the reports and information to be furnished to the Investor in accordance with the SEC on Forms 10-Q first sentence of this Section 8.2 or as otherwise requested, in writing, by the Investor and 10-K if information furnished to any member of the Board of Directors of the Company were required that is Affiliated with the Investor, the Company shall not disclose material non-public information to file the Investor, or to advisors to or representatives of the Investor, unless prior to disclosure of such Formsinformation the Company identifies such information as being material non-public information and provides the Investor, including such advisors and representatives with the opportunity to accept or refuse to accept such material non-public information for review. The Investor agrees to execute a “Management’s Discussion non-disclosure agreement, in form and Analysis of Financial Condition substance similar to the existing non-disclosure agreement between the Company and Results of Operations” andthe Investor, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and
(2) all current reports that would be required delivered to be filed it in accordance with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a).
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries8.2.
(d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Hale Martin M Jr), Securities Purchase Agreement (Top Image Systems LTD), Securities Purchase Agreement (Top Image Systems LTD)
Reports. (a) Notwithstanding that the Company may not be required to remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will shall file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notesset forth below:
(1i) within 90 days after the end of each fiscal year, all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing an annual report on Form 10-K, or any successor or comparable form, filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such FormsSEC, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to section and a report on the annual information only, a report thereon financial statements by the Company’s certified independent accountantsregistered public accounting firm;
(ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, all financial information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section; and
(2iii) within 5 days after the applicable number of days specified in the SEC’s rules and regulations, all current reports that would be required to be filed with the SEC on Form 8-K K, or any successor or comparable form, if the Company were required to file such reports. The Company shall at , in each case in a manner that complies in all times comply material respects with TIA § 314(a)the requirements specified in such form.
(b) The Notwithstanding Section 4.2(a), the Company shall not be obligated to file such reports with the SEC if the SEC does not permit such filing, so long as the Company provides such information to the Trustee and the Guarantors shall furnish to the Holders and Beneficial Owners makes available such information to prospective purchasers of the Notes, in each case at the Company’s expense and by the applicable date the Company would be required to file such information pursuant to the preceding paragraph. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Company shall furnish to Holders and to securities analysts and prospective purchasers of the Notes and securities analystsNotes, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The reports required by this covenant need not include any separate financial statements of Subsidiary Guarantors or information required by Rule 3-10 or 3-16 of Regulation S-X (or any successor regulation). The requirements set forth in this Section 4.2(b) and in Section 4.2(a) may be satisfied by posting copies of such information on a website (which may be nonpublic and may be maintained by the Company or a third party) to which access is given to the Trustee, Holders and prospective purchasers of the Notes. The Trustee shall have no responsibility whatsoever to determine if such filings have been made. Reports by the Company or Subsidiary Guarantors delivered to the Trustee should be considered for informational purposes only and the Trustee shall not be deemed to have constructive notice of any information contained, or determinable from information contained, in any reports referred to above, including the Company’s compliance with any of its covenants in this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
(c) If any of the Company’s Subsidiaries is not a Subsidiary Guarantor and such Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary for any fiscal year, on an annual basis within the time period specified in Section 4.2(a) for annual reports, the Company has designated any of its Subsidiaries as Unrestricted Subsidiariesshall provide in the annual report for such fiscal year or in a report filed or furnished on Form 8-K (or posted, thenif applicable), to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of with respect to such Subsidiaries that are not Subsidiary Guarantors collectively consistent with the financial statements or information included in the footnotes Offering Memorandum with respect to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiariesthat are not Subsidiary Guarantors.
(d) Delivery In the event that any direct or indirect parent company of reportsthe Company becomes a Guarantor of the Notes, information and documents to the Trustee Company may satisfy its obligations under this Section is 4.2 to provide consolidated financial information of the Company by furnishing consolidated financial information relating to such parent; provided that (i) such financial statements are accompanied by consolidating financial information for informational purposes only such parent and the Trustee’s receipt Company in the manner prescribed by the SEC or (ii) such parent is not engaged in any business in any material respect other than such activities as are incidental to its ownership, directly or indirectly, of the foregoing shall not constitute constructive notice Capital Stock of any information contained therein or determinable from information contained thereinthe Company.
Appears in 3 contracts
Samples: Indenture (MSCI Inc.), Indenture (MSCI Inc.), Indenture (MSCI Inc.)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActSEC, so long as any Senior Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will shall furnish to the Trustee and, upon its prior request, to any Holders of the Holders or Beneficial Owners of the Notes:
Senior Notes (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management's Discussion and Analysis of Financial Condition and Results of Operations, 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) and, with respect to the annual information only, a report thereon by the Company’s 's certified independent accountants; and
accountants and (2ii) 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. The Company shall at all times comply with TIA § 314(a).
(b) Whether or not required by the rules and regulations of the SEC, at any time after the Company files the Exchange Offer Registration Statement, the Company shall file a copy of all such information and reports with the SEC for public availability (unless the SEC shall not accept such a filing) and make such information available to securities analysts and prospective investors upon request.
(c) The Company and the Guarantors have agreed that, for so long as any Senior Notes remain outstanding, they shall furnish to the Holders and Beneficial Owners of the Notes, to securities analysts and prospective purchasers of the Notes and securities analystsinvestors, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.
Appears in 3 contracts
Samples: Indenture (Riddell Sports Inc), Indenture (Riddell Sports Inc), Indenture (Varsity Spirit Corporation)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActCommission, so long as any Notes are outstanding, the Company will file with post on the SEC Company Website and furnish to the Trustee for delivery to any of the Holders and Beneficial Owners of Notes (unless the SEC will not accept such a filing) for public availability within the time periods specified by hard copy or internet access), in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly availableeach case, within five Business Days of filing, or attempting the date such filing would otherwise be required to file, the same be made with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the NotesCommission:
(1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion prepared in all material respects in accordance with the rules and Analysis of Financial Condition and Results of Operations” regulations applicable to such Forms, and, with respect to the annual information only, a report thereon on the annual financial statements that would be required to be contained in a Form 10-K by the Company’s certified independent accountants; and
(2ii) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a).
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries (other than Unrestricted Subsidiaries that, when taken together with all other Unrestricted Subsidiaries, thenwould not be a Significant Subsidiary), to the extent material, then the quarterly and annual financial information required by paragraph (aSection 4.03(a)(i) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and or in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company.
(dc) Delivery of reports, information and documents to the Trustee under this Section 4.03 is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee will not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with this Section 4.03 or to determine whether such reports, information or documents have been posted on any website or filed with the Commission.
(d) The Company will be deemed to have furnished to the Trustee and Holders and Beneficial Owners of Notes the reports and information referred to above in this Section 4.03 if the Company has filed them with the Commission. For purposes of this Section 4.03, the term “Company Website” means the collection of web pages that may be accessed on the World Wide Web using the URL address xxxx://xxx.
Appears in 2 contracts
Samples: Indenture (USA Compression Partners, LP), Indenture (USA Compression Partners, LP)
Reports. (a) Notwithstanding that Regardless of whether required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActSEC, so long as the Notes of any Notes series are outstandingoutstanding (unless defeased or discharged), the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within ten days after the time periods specified in the SEC’s rules and regulations under the Exchange Act andregulations, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SECupon request, the Company will furnish (without exhibits) to the Trustee and, upon its prior request, for delivery to any of the Holders or Beneficial Owners of the Notes:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon 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. The Company shall at all times comply with TIA § 314(a).
(b) The Company will be deemed to have furnished such reports and the Guarantors shall furnish information described above in Section 4.03(a) to the Holders of Notes (and Beneficial Owners the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the XXXXX filing system (or any successor filing system of the NotesSEC) or, prospective purchasers of if the Notes and securities analysts, upon their request, the SEC will not accept such reports or information, if anythe Company has posted such reports or information, required respectively, on its website, and such reports or information, respectively, are available to be delivered pursuant to Rule 144A(d)(4) under the Securities ActHolders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10, Rule 3-16, Rule 13-01 or Rule 13-02 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not 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 measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (aSection 4.03(a) of this Section 4.03 shall above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the its Unrestricted Subsidiaries.
(df) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article VI hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes of any series have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Owners of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as the Notes of any series remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes 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.
(i) Delivery of reports, information and documents to the Trustee under pursuant to this Section 4.03 is for informational purposes only only, and the Trustee’s receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate). It is understood that the Trustee shall have no obligation to determine whether or not the reports and information described above have been filed with the SEC or are available on the Company’s website and are available to Holders through internet access. The delivery of such reports and information 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 Officers’ Certificates).
Appears in 2 contracts
Samples: Indenture (NGL Energy Partners LP), Indenture (NGL Energy Partners LP)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to rules and regulations of the reporting requirements Commission and in lieu of Section 13 or 15(d) 7.4 of the Exchange ActBase Indenture, so long as any Notes are outstandingOutstanding, the Company will file with shall furnish to the SEC Holders or cause the Trustee (unless upon its receipt from the SEC will not accept such a filingCompany) for public availability within to furnish to the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly availableHolders, within five Business Days of filing, or attempting 30 days after the Company is required to file, file the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the NotesCommission:
(1i) all quarterly and annual financial and other information with respect to reports that the Company and its Subsidiaries that is required to file, or would be required to be contained in a filing file with the SEC Commission, on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountantsreports; and
(2ii) all current reports that the Company is required to file, or would be required to be filed file with the SEC Commission, on Form 8-K if the Company were required to file such reports. The Company ; provided that any such above information or reports filed with the XXXXX system of the Commission (or any successor system) and available publicly on the Internet shall at all times comply with TIA § 314(a)be deemed to be furnished to the Holders of Notes.
(b) The Company and the Guarantors All such reports shall furnish to the Holders and Beneficial Owners be prepared in all material respects in accordance with all of the Notesrules and regulations applicable to such reports. Each annual report on Form 10-K shall include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. In addition, prospective purchasers whether or not required by the Commission, the Company shall file a copy of all of the Notes reports referred to in Section 5.1(a)(i) and securities analysts, upon their request, (ii) with the information, Commission for public availability within the time periods specified in the Commission’s rules and regulations applicable to such reports for the status of the filer that the Company would otherwise be if any, it were required to be delivered pursuant file reports with the Commission, subject to extension as set forth in Rule 144A(d)(412b-25(b)(ii) under the Securities ActExchange Act (or any successor provision) (unless the Commission shall not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Company agrees that it shall not take any action that would cause the Commission not to accept such filings. If, notwithstanding the foregoing, the Commission will not accept such filings for any reason, the Company will post the reports specified in Section 5.1(a) hereof on its publicly accessible website within the time periods that would apply if the Company were required to file those reports with the Commission.
(c) If the Company has designated any of its Subsidiaries as Unrestricted SubsidiariesIf, thenand so long as, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face all of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations Capital Stock of the Company is beneficially owned, directly or indirectly, by a Person (the “Parent”) (i) whose corporate family and its Restricted Subsidiaries separate from corporate credit ratings are Investment Grade Ratings and (ii) that files reports with the financial condition and results of operations Commission under Section 13(a) or 15(d) of the Unrestricted Subsidiaries.
(dExchange Act, the requirements in Section 5.1(a) Delivery of reports, information and documents to shall be deemed satis- fied by the Trustee under this Section is for informational purposes only and the Trustee’s receipt filing by such Parent of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained reports specified in Section 5.1(a) hereof within the time periods specified therein.
Appears in 2 contracts
Samples: Fifth Supplemental Indenture (Cit Group Inc), Fourth Supplemental Indenture (Cit Group Inc)
Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly publically available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon 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. The Company shall at all times comply with TIA § 314(a).
(b) The Company Issuers and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, any additional information reasonably requested by such Persons, including, without limitation, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(d) Delivery Any and all Defaults or Events of reports, Default arising from a failure to furnish or file in a timely manner any information or report required by this Section 4.03 shall be deemed cured (and documents the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing or filing such information or report as contemplated by this Section 4.03 (but without regard to the Trustee under this Section date on which such information or report is for informational purposes only and so furnished or filed); provided that such cure shall not otherwise affect the Trustee’s receipt rights of the foregoing shall Holders under Article 6 if principal, premium, if any, and interest have been accelerated in accordance with the terms of this Indenture and such acceleration has not constitute constructive notice of any information contained therein been rescinded or determinable from information contained thereincancelled prior to such cure.
Appears in 2 contracts
Samples: Indenture (Global Partners Lp), Indenture (Global Partners Lp)
Reports. Company shall provide to JHU the following written reports according to the following schedules, all of which shall be treated as Confidential Information of the Company.
(a) Notwithstanding that Company shall provide quarterly Royalty Reports, substantially in the Company may not be subject to the reporting requirements format of Section 13 or 15(d) Exhibit B and due within [***] of the Exchange Act, so long as any Notes are outstandingend of each calendar quarter following the first commercial sale of a LICENSED PRODUCT. Royalty Reports shall disclose the amount of LICENSED PRODUCT(S) sold, the Company will file with total NET SALES of such LICENSED PRODUCT(S), and the SEC (unless the SEC will not accept running royalties due to JHU as a result of NET SALES by Company, AFFILIATED COMPANIES and SUBLICENSEE(S) thereof. Payment of any such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file royalties due shall accompany 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 thereon 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. The Company shall at all times comply with TIA § 314(a)Royalty Reports.
(b) The Until Company, an AFFILIATED COMPANY or a SUBLICENSEE(S) has achieved a first commercial sale of a LICENSED PRODUCT or LICENSED SERVICE, or received FDA market approval, Company shall provide semiannual Diligence Reports, due within [***] of the end of every June and December following the Guarantors EFFECTIVE DATE of this Agreement. These Diligence Reports shall furnish describe Company's, AFFILIATED COMPANIES or any SUBLICENSEE(S)'s technical efforts towards meeting its obligations under the terms of this Agreement.
(c) Company shall provide Annual Reports within [***] of the end of every December following the EFFECTIVE DATE of this Agreement. Annual Reports shall include:
(i) evidence of insurance as required under Paragraph 10.4, or, a statement of why such insurance is not currently required, and
(ii) identification of all AFFILIATED COMPANIES which have exercised rights pursuant to Paragraph 2.1, or, a statement that no AFFILIATED COMPANY has exercised such rights, and Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Holders and Beneficial Owners Company’s application requesting confidential treatment under Rule 406 of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(ciii) If the Company has designated notice of all FDA approvals of any of its Subsidiaries as Unrestricted SubsidiariesLICENSED PRODUCT(S) obtained by COMPANY, then, to the extent materialAFFILIATED COMPANY or SUBLICENSEE, the quarterly patent(s) or patent application(s) licensed under this Agreement upon which such product or service is based, and annual financial information required by paragraph (a) the commercial name of this Section 4.03 shall include a reasonably detailed presentationsuch product or service, either on the face of the financial statements or or, in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operationsalternative, 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 Subsidiariesa statement that no FDA approvals have been obtained.
(d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.
Appears in 2 contracts
Samples: Exclusive License Agreement (Rosetta Genomics Ltd.), Exclusive License Agreement (Rosetta Genomics Ltd.)
Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so So long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of cause the NotesTrustee to furnish to the Holders:
(1) within 120 days after the end of each fiscal year of the Company, all quarterly and annual financial and other information with respect to statements of the Company and its Subsidiaries for such fiscal year that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-Form 10 K if the Company were required to file such FormsForm, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to that describes the annual information only, a report thereon 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 financial condition and results of operations of the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a).
and its consolidated Subsidiaries (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentationshowing in reasonable detail, either on the face of the financial statements or in the footnotes to the financial statements thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of Operations 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.Subsidiaries of the Company) and a report on the annual financial statements by the Company’s certified independent accountants;
(d2) Delivery within 50 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, all quarterly financial statements that would be required to be contained in a filing with the SEC on Form 10 Q if the Company were required to file such Form, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations 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); and
(3) promptly, and in any event within ten (10) Business Days, after the occurrence of an event that the Company determines in its good faith judgment is material to holders, reports summarizing such event and containing substantially the same information that would be required to be filed with the SEC on Form 8 K if the Company were required to file such reports, information and documents . Subject to the Trustee preceding sentence, such events shall include (i) entry into material definitive agreements, (ii) termination of a material definitive agreement, (iii) bankruptcy or receivership, (iv) completion of acquisition or disposition of assets, (v) creation of a direct financial obligations or an obligation under this Section is for informational purposes only an off balance sheet arrangement, (vi) triggering events that accelerate or increase a material direct financial obligation or an obligation under an off balance sheet arrangement, (vii) costs associated with exit or disposal activities, (viii) material impairments of assets, (ix) material modification to rights of security holders, (x) changes in accountants, (xi) non reliance on previously issued financial statements or a related audit report or completed interim review, (xii) changes in control, (xiii) departure of directors or certain officers; election of directors; appointment of certain officers; compensatory arrangements of certain officers, (xiv) amendments to articles of incorporation or bylaws and the Trustee’s receipt (xv) change in fiscal year; provided that reports provided pursuant to clauses (1) and (2) shall not be required to comply with (a) Sections 302, 906 and 404 of the foregoing shall not constitute constructive notice Xxxxxxxx-Xxxxx Act of 2002 and Items 000, 000 xxx 000 xx Xxxxxxxxxx X-X, (x) Regulation G under the Exchange Act or item 10(e) of Regulation S-K with respect to any non-GAAP financial information contained therein or determinable from (c) Rule 3-10 (except for the inclusion of footnote disclosure of condensed consolidating financial information) or Rule 3-16 of Regulation S-X. In addition, the Company agrees that, for so long as any Notes remain outstanding, it will use commercially reasonable efforts to hold and participate in quarterly conference calls with holders of Notes, beneficial owners of the Notes and securities analysts to discuss such financial information contained thereinno later than ten business days after distribution of such financial information. Furthermore, the Company agrees that, for so long as any Notes remain outstanding, it will furnish to the holders of Notes, any beneficial owner of the Notes, securities analysts and prospective investors, upon their request, the information and reports described above and any other information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company may satisfy its obligations in this Section 5.03 with respect to financial statements relating to the Company by furnishing financial statements relating to a Parent Entity; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences (if any) between the information relating to such Parent Entity of the Company (and other direct or indirect Parent Entities of the Company included in such information, if any), on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand; and provided, further that such Parent Entity of the Company has guaranteed the Notes and has no independent operations.
Appears in 2 contracts
Samples: Indenture (CURO Group Holdings Corp.), Indenture (CURO Group Holdings Corp.)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActCommission, so long as any Notes notes are outstanding, the Company Parent will file with the SEC (unless the SEC will not accept such a filing) Commission for public availability within the time periods specified in the SECCommission’s rules and regulations under (unless the Exchange Act Commission will not accept such a filing), and the Parent will furnish to the Trustee and, unless upon its request, to any of the foregoing have been so filed and made publicly availableHolders, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the NotesCommission:
(1) all quarterly and annual financial and other information with respect to the Company Parent and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Parent 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 thereon on the annual financial statements by the CompanyParent’s certified independent accountants; and;
(2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Parent were required to file such reports. The ; and
(3) unaudited quarterly and audited annual financial statements of the Company shall at all times comply with TIA § 314(a)and its Subsidiaries.
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company.
(c) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, they will furnish to the Holders of Notes 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.
(d) The availability of the materials specified in items (a) through (c) above on the Commission’s website shall be deemed to satisfy the foregoing delivery obligations.
(e) Delivery of reports, information and documents to the Trustee under this Section 4.03 is for informational purposes only only, and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.
Appears in 2 contracts
Samples: Indenture (Energy Xxi (Bermuda) LTD), Indenture (Energy Xxi (Bermuda) LTD)
Reports. (a) Notwithstanding that The Company shall deliver to the Trustee and mail to each Holder, within 15 days after the filing of the same with the SEC, copies of its annual report and of the information, documents and other reports, if any, which the Company may is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Company shall also comply with the other provisions of TIA § 314(a).
(b) If the Company is not subject to the requirements of such Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC, to the extent permitted, and distribute to the Trustee and to each Holder copies of the quarterly and annual financial information and current reports on Form 8-K that would have been required to be filed with the SEC pursuant to the Exchange Act had the Company been subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file . All such financial information shall include consolidated financial statements (including footnotes) prepared in accordance with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes:
(1) all quarterly and GAAP. Such annual financial and other information with respect to the Company and its Subsidiaries that would shall also include an opinion thereon expressed by an independent accounting firm of established national reputation. All such consolidated financial statements shall be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including accompanied by a “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” and, with respect to the annual The financial information only, a report thereon by the Company’s certified independent accountants; and
(2) all and current reports that would to be required distributed to Holders pursuant to this Section 4.7 shall be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a).
(b) The Company Trustee and the Guarantors shall furnish mailed to the Holders and Beneficial Owners of at their respective addresses appearing in the Notes, prospective purchasers register of the Notes maintained by the Registrar, within the time periods specified in the SEC’s rules and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Actregulations.
(c) If The Company shall deliver to the Trustee and mail to each Holder, within the applicable time periods provided in the Senior Subordinated Credit Agreement, all information and reports which the lenders under the Senior Subordinated Credit Agreement are entitled to receive from Xxxxxx Holdings, the Company has designated any of its Subsidiaries as Unrestricted and the Company’s Subsidiaries, thenas the case may be, in each case to the extent material, the quarterly and annual financial information required by paragraph not already provided under clauses (a) and (b) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries4.7.
(d) Delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants (as to which the Trustee is entitled to conclusively rely exclusively on an Officers’ Certificates).
Appears in 2 contracts
Samples: Indenture (Vertis Inc), Indenture (Vertis Inc)
Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so So long as any Notes are outstandingoutstanding (unless defeased in a legal defeasance), the Company will file with the SEC (unless the SEC will not accept such Issuer shall have its annual financial statements audited, and its interim financial statements reviewed, by a filing) for public availability within the time periods specified in the SEC’s rules nationally recognized firm of independent accountants and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will shall furnish to the Trustee and, upon its prior request, to any of and the Holders or Beneficial Owners of the Notes:
(1) , all quarterly and annual financial and other information statements prepared in accordance with respect to the Company and its Subsidiaries generally accepted accounting principles that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were Issuer was required to file those Forms (but in no event any other items required in such Forms), including together with a corresponding “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the CompanyIssuer’s certified independent accountants; and
accountant. Notwithstanding the foregoing, (2i) all current such reports that would shall not be required to comply with any segment reporting requirements (whether pursuant to generally accepted accounting principles or Regulation S-X) in greater detail than is customarily provided in an offering memorandum prepared in connection with a Rule 144A offering, (ii) such reports shall not be filed with required to present beneficial ownership information, (iii) such reports shall not be required to provide guarantor/non-guarantor financial data and (iv) the Issuer shall not be required to provide separate financial statements or other information contemplated by Rule 3-16 of Regulation S-X (or any successor provision). Any reports shall be provided within the time frames required by the SEC on Form 8-K if the Company were for companies required to file such reportsreports on a non-accelerated basis. The Company To the extent that the Issuer does not file such information with the SEC, the Issuer shall at all times comply with TIA § 314(a).
distribute such information and such reports (bas well as the details regarding the conference call described below) The Company and the Guarantors shall furnish electronically to the Holders Trustee and Beneficial Owners by posting such information on a password protected website (which may be non-public, require a confidentiality acknowledgment and be maintained by the Issuer or its designee) to which access will be given to (a) any Holder of the Notes, prospective purchasers (b) to any beneficial owner of the Notes Notes, who provides its e-mail address to the Issuer or its designee and securities analystscertifies that it is a beneficial owner of Notes, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated to any of prospective investor who provides its Subsidiaries as Unrestricted Subsidiaries, then, e-mail address to the extent materialIssuer or its designee and certifies that it is a QIB, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(d) Delivery any securities analyst providing an analysis of reports, information and documents investment in the Notes who provides its e-mail address to the Trustee under this Section is for informational purposes only Issuer or its designee and other information reasonably requested by the Trustee’s receipt Issuer and represents to the reasonable satisfaction of the foregoing shall Issuer that (1) it is a bona fide securities analyst providing an analysis of investment in the Notes, (2) it will not constitute constructive notice use the information in violation of applicable securities laws or regulations, (3) it will keep such provided information confidential and will not communicate the information to any person, (4) it will not use such information contained therein in any manner intended to compete with the business of the Issuer or determinable its Subsidiaries and (5) neither it nor its Affiliates is a person that is principally engaged in a similar business or derives a significant portion of its revenues from information contained therein.operating or owning a similar business to that of the Issuer or its
Appears in 2 contracts
Samples: Indenture (Qwest Corp), Indenture (Qwest Corp)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will shall furnish to the Trustee and, upon its prior request, to any Holders of the Holders or Beneficial Owners of the Notes:
Notes (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management's Discussion and Analysis of Financial Condition and Results of Operations, 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) and, with respect to the annual information only, a report thereon by the Company’s 's certified independent accountants; and
accountants and (2ii) 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, in each case, within the time periods specified in the SEC's rules and regulations. For so long as the Parent is a Guarantor of the Notes, Company may satisfy its obligations in this covenant with respect to financial information relating to Parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Parent, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a stand-alone basis, on the other hand. In addition, following consummation of the Exchange Offer, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Company shall at all times comply with TIA § (S) 314(a).
(b) The For so long as any Notes remain outstanding, the Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, to securities analysts and prospective purchasers of the Notes and securities analystsinvestors, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.
Appears in 2 contracts
Samples: Indenture (Sealy Corp), Indenture (Sealy Corp)
Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so So long as any Notes are outstanding, the Company will file with furnish to the SEC (unless Holders and the SEC will not accept such a filing) for public availability Trustee within the time periods specified in the SEC’s rules and regulations under for filing of periodic reports (x) for any period for which the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting Company is required to file, the same file periodic reports with the SEC, copies of such reports, and (y) for any period for which the Company will furnish is not required to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notesfile such reports:
(1) all quarterly and annual financial and other reports containing substantially all of the information with respect to the Company and its Subsidiaries that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, reports (including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information onlyreports, a report thereon by the Company’s certified independent accountantsaudited financial statements prepared in accordance with GAAP as in effect from time to time and, with respect to quarterly reports, unaudited quarterly financial statements prepared in accordance with GAAP as in effect from time to time and reviewed pursuant to Statement on Auditing Standards No. 100 (or any successor provision)); and
(2) all current reports containing substantially all of the information that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports; provided, however, that no such current report will be required to be furnished if the Company determines in its good faith judgment that such information is not material to the Holders or Notes or the business, assets, operations, financial position or prospects of the Company and its Restricted Subsidiaries, taken as a whole. Notwithstanding the foregoing clause (y), in no event will the Company be required by this Indenture to (i) comply with Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 and 308 of Regulation S-K, Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures) or Regulation G, (ii) include the separate financial information for Guarantors or other entities contemplated by Rule 3-10 and/or Rule 3-16 of Regulation S-X, (iii) provide information in respect of Item 402 of Regulation S-K or (iv) provide exhibits that would be required for such reports. The Company shall will at all times comply with TIA § §314(a).
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted SubsidiariesSubsidiaries that, thenindividually or in the aggregate, to the extent materialwould constitute a Significant Subsidiary, then the quarterly and annual financial information required by paragraph (aSection 4.03(a)(1) of this Section 4.03 shall hereof will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations, ,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Company’s Unrestricted Subsidiaries.
(c) The availability of the foregoing materials on the SEC’s XXXXX service (or any successor thereto) shall be deemed to satisfy the Company’s delivery obligation.
(d) Notwithstanding anything to the contrary in the foregoing, if at any time any such reports are not filed by the Company, or are not accepted by the SEC for any reason, for inclusion on the SEC’s XXXXX service (or any successor thereto), the Company will post such reports on a website no later than the date the Company is required to provide those reports to the Trustee and the Holders and maintain such posting for so long as any Notes remain outstanding. Access to such reports on such website may be subject to a confidentiality acknowledgment; provided, that no other conditions, including password protection, may be imposed on access to such reports other than a representation by the Person accessing such reports that it is the Trustee, a Holder of the Notes, a Beneficial Owner of the Notes, a bona fide prospective investor, a securities analyst or a market maker.
(e) In addition, for any period in which the Company does not conduct an earnings conference call available to its public stockholders, the Company will, for so long as any Notes remain outstanding, use its commercially reasonable efforts to hold and participate in quarterly conference calls with the Holders, Beneficial Owners of the Notes, bona fide prospective investors, securities analysts and market makers to discuss such financial information no later than ten Business Days after distribution of such financial information.
(f) Furthermore, the Company agrees that, for so long as any Notes remain outstanding, if at any time it is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, it will furnish to the Holders, Beneficial Owners of the Notes, bona fide prospective investors, securities analysts and market makers, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
Appears in 2 contracts
Samples: Indenture (Nuverra Environmental Solutions, Inc.), Indenture (Nuverra Environmental Solutions, Inc.)
Reports. (a1) Notwithstanding that For so long as the Company may not be subject is required, pursuant to any of the respective indentures governing any outstanding series of the Existing Notes, to submit reports to the reporting requirements of Section 13 or 15(d) of Commission, the Exchange Act, Company shall (for so long as any Notes are remain outstanding) file (or furnish, as the Company will file case may be) with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules Commission and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any Holders of the Holders or Beneficial Owners of Notes and the NotesTrustee:
(1i) all quarterly and within 120 days after the end of each fiscal year, annual financial and other information with respect to reports on the Company and its Subsidiaries that would be required to be contained in a filing with Commission’s Form 20-F or Form 40-F, as applicable, or any successor form; and
(ii) (a) within 45 days after the SEC end of each of the first three fiscal quarters of each fiscal year, reports on Forms the Commission’s Form 10-Q Q, or any successor form, or (b) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, reports on the Commission’s Form 6-K, or any successor form, which, in each case, regardless of applicable requirements, shall, at a minimum, contain unaudited interim financial statements and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect ”. Each such report shall be deemed to be delivered to the Holders of the Notes and the Trustee if the Company either files (or furnishes, as the case may be) such report with the Commission through the Commission’s XXXXX database (or successor database thereto), posts such report on its public website or furnishes such report to the Trustee.
(2) If the Company is no longer required under any of the respective indentures governing any outstanding series of the Existing Notes, applicable law or otherwise to file or furnish such reports with the Commission and no longer does so, the Company shall instead furnish to the Holders of the Notes and the Trustee:
(i) within 120 days after the end of each fiscal year, annual information only, a report thereon by the Company’s certified independent accountantsaudited financial statements; and
(2ii) all current reports that would within 60 days after the end of each of the first three fiscal quarters of each fiscal year, unaudited interim financial statements; in each case together with a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Each such report which shall be required deemed to be filed with delivered to the SEC on Form 8-K Holders of the Notes and the Trustee if the Company were required furnishes such reports to file such reports. The Company shall at all times comply with TIA § 314(a)the Trustee or posts them on its public website.
(b3) The For so long as (i) the Notes are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the 1933 Act, and (ii) the Company and is neither subject to Section 13 or 15(d) of the Guarantors shall furnish Exchange Act, nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, to make available to Holders and Beneficial Owners beneficial owners of the Notes, and to prospective purchasers of the such Notes and securities analystsdesignated by such Holders, upon their requestthe request of such Holders, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act1933 Act to permit compliance with Rule 144A in connection with resales of the Notes.
(c4) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations, ,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt Subsidiaries of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained thereinCompany.
Appears in 2 contracts
Samples: Indenture (Videotron Ltee), Indenture (Videotron Ltee)
Reports. (ai) Notwithstanding that the Company may not be subject to the reporting requirements As of Section 13 or 15(d) their respective dates, none of the Exchange Act------- reports or other statements filed by UFB or UFB Bank on or subsequent to September 30, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same 1998 with the SEC, the Company FDIC and the OTS (collectively, "UFB's Reports"), contained, or will furnish contain, any untrue statement of a material fact or omitted or will omit to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be state a material fact required to be contained stated therein or necessary to make the statements made therein, in a light of the circumstances under which they were made, not misleading. Each of the financial statements of UFB included in UFB's Reports complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC on Forms 10with respect thereto and have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by the SEC). Each of the consolidated statements of condition contained or incorporated by reference in UFB's Reports (including in each case any related notes and schedules) fairly presented, or will fairly present, as the case may be, (A) the financial position of the entity or entities to which it relates as of its date and each of the consolidated statements of operations, consolidated statements of cash flows and consolidated statements of changes in stockholders' equity, contained or incorporated by reference in UFB's Reports (including in each case any related notes and schedules), and (B) the results of operations, stockholders' equity and cash flows, as the case may be, of the entity or entities to which it relates for the periods set forth therein (subject, in the case of unaudited interim statements, to normal year-Q end audit adjustments that are not material in amount or effect), in each case in accordance with GAAP, except as may be noted therein. UFB has made available to SCCB a true and 10-K if complete copy of each of UFB's Reports filed with the Company SEC since September 30, 1998.
(ii) UFB and each of its Subsidiaries have each timely filed all material reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file such Formssince April 1994 with (A) the OTS, including a “Management’s Discussion (B) the SEC, (C) the NASD and Analysis of Financial Condition (D) any other SRO, and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and
(2) have paid 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. The Company shall at all times comply with TIA § 314(a)fees and assessments due and payable in connection therewith.
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.
Appears in 2 contracts
Samples: Merger Agreement (Union Financial Bancshares Inc), Merger Agreement (South Carolina Community Bancshares Inc)
Reports. The Company shall provide to Parent:
(a) Notwithstanding that within 45 days after the end of each of the each fiscal quarter of the Company’s fiscal year 2007: unaudited quarterly consolidated balance sheets and related statements of income and cash flows of the Company may (which (x) need not include any information or notes not required by GAAP to be included in interim financial statements, (y) are subject to the reporting requirements of Section 13 or 15(dnormal year-end adjustments and (z) of the Exchange Act, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act andneed not, unless the foregoing Company is Current, have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon reviewed by the Company’s certified independent accountants; and
(2) all current reports that would accounting firm as provided in Statement on Auditing Standards No. 100), and in each case, such financial statements shall have been prepared consistent with GAAP and such financial statements shall be required subject to be filed with such disclaimers, exceptions and qualifications relating to the SEC on Form 8-K if Restatement and Related Matters as are appropriate under the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a)circumstances.
(b) The Company unaudited financial statements of the same type and for the Guarantors shall furnish same periods as the Preliminary Statements (and subject to the Holders same limitations and Beneficial Owners qualifications referred to in Section 4.4 but not subject to clause (E) thereof), but with such footnotes as would ordinarily be required for unaudited financial statements of the Notes, prospective purchasers of the Notes and securities analysts, upon their requestsuch type prepared consistent with GAAP (such redelivered statements, the information, if any, required to be delivered pursuant to Rule 144A(d)(4“6.12(b) under the Securities ActStatements”).
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent materialpromptly as practicable once available, the unaudited consolidated quarterly balance sheet and annual financial information required by paragraph (a) related statements of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements income and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations cash flows of the Company and its Restricted consolidated Subsidiaries separate from the financial condition and results of operations for each of the Unrestricted Subsidiaries.
fiscal quarters in fiscal year 2006 and for the entire 2006 fiscal year (dthe “2006 Financials”) Delivery and drafts of reportsits Quarterly Reports on Form 10-Q for the quarters ended March 31, information June 30 and documents to September 30, 2006 and its Annual Report on Form 10-K for the Trustee under this Section is for informational purposes only year 2006 (the “Late Reports”), in each case which the Company believes in good faith comply in all material respects with the applicable requirements of the Securities Act and the TrusteeExchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder and comply in all material respects with applicable accounting standards, except, in each case, that the 2006 Financials and any other restated financial statements included in the Late Reports (the “Restated Financials”) and the information derived therefrom has not yet been approved by the Company’s receipt auditors (although the Company in good faith believes such Restated Financials fairly present in all material respects the consolidated financial position of the foregoing shall not constitute constructive notice Company and its consolidated Subsidiaries, as at the respective dates thereof). The parties agree and acknowledge that neither the Offer nor the Merger is conditioned upon delivery of any information contained therein of the 2006 Financials, the Late Reports or determinable from information contained thereinthe Restated Financials.
Appears in 2 contracts
Samples: Merger Agreement (Safenet Inc), Merger Agreement (Stealth Acquisition Corp.)
Reports. (a) Notwithstanding From and after the date that the Company (i) first produces financial statements for a completed fiscal year, including an unqualified report thereon from its independent public accountants, and (ii) provides a copy thereof to the Commission and resolves any comments thereof (such date, the “Financial Reporting Date”), notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, outstanding the Company will shall file with the SEC (unless Commission, to the SEC will not accept extent such a filing) submissions are accepted for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same filing with the SECCommission, the Company will and shall furnish to the Trustee and[and each Holder], upon its prior request, within 15 days after it is or would have been required to any of be filed with the Holders or Beneficial Owners of the NotesCommission:
(1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent accountants; and
(2ii) all current reports information that would be required to be filed with the SEC Commission on Form 8-K if the Company were required to file such reports. The Prior to the Financial Reporting Date, the Company shall at all times comply deliver the information set forth in clauses (i) and (ii) above to the Trustee and the Holders within 15 days after it would have been required to be filed with TIA § 314(athe Commission; provided however that the Company need not (1) provide balance sheet information (other than cash, debt and capital expenditure information consistent with the information provided in its monthly operating reports), cash flow or stockholder’s equity data, or any footnotes to the financial information (or any management’s discussion and analysis of financial condition and results of operations related to such information) and may provide income statement data in a manner consistent with the monthly operating reports or (2) obtain a report thereon from its independent public accountants, and such information may be designated by the Company as subject to further review and adjustment. Prior to the Financial Reporting Date, the Company shall submit for review by the audit committee of the Board of Directors on a quarterly basis any financial information prepared by the Company and delivered pursuant to this Section 4.03(a).
(b) The Company and shall use reasonable best efforts to achieve the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities ActFinancial Reporting Date as soon as is practicable.
(c) If the The Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include in good faith seek a reasonably detailed presentation, either rating on the face Notes from Xxxxx’x and S&P within 30 days of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesReporting Date.
(d) Delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only only, and the Trustee’s receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, the Company shall cause its annual reports to stockholders and any quarterly or other financial reports furnished by it to stockholders that are not filed via XXXXX generally to be filed with the Trustee and mailed no later than the date such materials are mailed or made available to the Company’s stockholders, to the Holders at their addresses as set forth in the register of securities maintained by the Registrar.
Appears in 2 contracts
Reports. (a) Notwithstanding that Unless otherwise required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstandingManagement Committee, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly availablePartnership shall cause to be delivered to each Partner, within five Business Days 120 days after the end of filingeach fiscal year, or attempting to file, an annual report containing the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notesfollowing:
(1i) all quarterly A balance sheet as of the end of the Partnership's fiscal year and annual financial statements of income, Partners' equity and cash flows for the year then ended, each of which shall be audited and reported on by Xxxxxx Xxxxxxxx & Co. or such other information with respect to the Company and its Subsidiaries that would independent certified public accountants, which shall be required to a nationally recognized accounting firm, as may be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon selected by the Company’s certified independent accountantsManagement Committee;
(ii) a general description of the activities of the Partnership during such year; and
(2iii) all current reports a report of any material transaction between the Partnership and any Partner or any of its Affiliates, including fees and compensation and reimbursements paid by the Partnership and the products supplied and services performed by such Partner or any such Affiliate for such fees or compensation and the expenses so reimbursed; provided, however, that would no report shall be required for any products supplied and services performed if such products and services are provided pursuant to be filed the terms of a Project Document, the Management Agreement, the Marketing Agreement, an agreement approved by the Management Committee or set out in any Budget and the compensation therefor is in accordance with the SEC on Form 8-K if the Company were required to file terms of such reports. The Company shall at all times comply with TIA § 314(a)agreement.
(b) The Company and Within 45 days after the Guarantors shall furnish to the Holders and Beneficial Owners end of the Notes, prospective purchasers each quarter of the Notes and securities analysts, upon their requesteach fiscal year, the information, if any, required Partnership shall cause to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries each Partner a quarterly report containing a balance sheet as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the end of such quarter and a statement of income for such quarter, each of which may be unaudited but which shall be certified by the chief financial statements or in officer of the footnotes to Partnership as fairly presenting the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, position of the financial condition Partnership at the end of such quarter and results of operations of the Company Partnership for such quarter and its Restricted Subsidiaries separate from as having been prepared in accordance with the financial condition accounting methods followed by the Partnership for Federal income tax purposes and results of operations otherwise in accordance with GAAP applied on a basis substantially consistent with that of the Unrestricted SubsidiariesPartnership's audited financial statements (subject to normal year end adjustments).
(dc) Delivery Within 120 days of reportsthe end of each fiscal year, the Partnership will cause to be delivered to each Partner all information necessary for the preparation of such Partner's Federal income tax returns, including a statement showing such Partner's share of income, gains, losses, deductions and documents to the Trustee under this Section is credits for informational such year for Federal income tax purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice amount of any information contained therein distributions made to or determinable from information contained thereinfor the account of such Partner pursuant to this Agreement.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Ecoscience Corp/De), Limited Partnership Agreement (Ecoscience Corp/De)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act andregulations, unless the foregoing have been so filed and made already publicly available, within five Business Days of filing, or attempting to file, the same with available on the SEC’s XXXXX filing system, the Company (x) will furnish (without exhibits) to the Trustee and, upon its prior request, for delivery to any of the Holders of Notes and (y) post on its website or Beneficial Owners otherwise make available to prospective purchasers of the Notes:
(1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “Management’s Discussion discussion and Analysis analysis of Financial Condition financial condition and Results results of Operationsoperations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent accountants; and
(2ii) 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. The Company shall at all times comply with TIA § 314(a).
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners If as of the Notesend of any such quarterly or annual period referred to in Section 4.18(a), prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, then the Company shall deliver (promptly after such SEC filing referred to in Section 4.18(a)) to the extent material, Trustee for delivery to the Holders of the Notes quarterly and annual financial information required by paragraph (aSection 4.18(a) of this Section 4.03 shall as revised to include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in “Management’s Discussion discussion and Analysis analysis of Financial Condition financial condition and Results results of Operations, operations,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company.
(dc) Delivery of reportsSo long as any Notes remain outstanding, information and documents the Issuers shall furnish to the Trustee Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained thereinSecurities Act.
Appears in 2 contracts
Samples: Indenture (Atlas Pipeline Partners Lp), Indenture (Atlas Pipeline Partners Lp)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActCommission, so long as any Notes are outstanding, the Company Parent will file with the SEC (unless the SEC will not accept such a filing) Commission for public availability within the time periods specified in the SECCommission’s rules and regulations under the Exchange Act and, (unless the foregoing have been so filed Commission will not accept such a filing), and made publicly availablethe Parent will, within five Business Days of after filing, or attempting to file, the same with the SECCommission, the Company will (a) furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of Notes and (b) post on its website or otherwise make available to prospective purchasers of the Notes:
(1) all quarterly and annual financial and other information with respect to the Company Parent and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Parent 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 thereon on the annual financial statements by the CompanyParent’s certified independent registered public accountants; and
(2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Parent were required to file such reports. The Company shall at All such reports will be prepared in all times comply material respects in accordance with TIA § 314(a).
(b) The Company all of the rules and regulations applicable to such reports, including Section 3-10 of Regulation S-X, if the Guarantors shall furnish Parent is not then subject to the Holders and Beneficial Owners reporting requirements of Section 13 or 15(d) of the Notes, prospective purchasers Exchange Act. The availability of the Notes and securities analysts, upon their request, foregoing information or reports on the information, if any, required SEC’s website will be deemed to be delivered pursuant to Rule 144A(d)(4) under satisfy the Securities Act.
(c) foregoing delivery requirements. If the Company Parent has designated any of its Subsidiaries as Unrestricted Subsidiaries, thenand such Unrestricted Subsidiaries, to the extent materialindividually or taken together, would constitute a Significant Subsidiary, then the quarterly and annual financial information required by the preceding paragraph (a) of this Section 4.03 shall will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company Parent and its Restricted Subsidiaries separate from the financial condition and results of operations of excluding the Unrestricted Subsidiaries.
(b) Any and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner a report or certification required by this Section 4.03 shall be deemed cured (and the Parent shall be deemed to be in compliance with this Section 4.03) upon furnishing or filing such report or certification as contemplated by this Section 4.03 (but without regard to the date on which such report or certification is so furnished or filed); provided that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if the principal, premium, if any, and interest have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(c) For so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by paragraph (a) of this Section 4.03, the Issuers and the Guarantors will furnish to the Holders and Beneficial Owners of the Notes 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.
(d) Delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only only, and the Trustee’s receipt of the foregoing thereof shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including each of the Issuers’ and the Guarantors’ compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee will not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuers’ compliance with this Section 4.03 or to determine whether such reports, information or documents have been posted on any website or filed with the Commission.
Appears in 2 contracts
Samples: Indenture (Archrock, Inc.), Indenture (Archrock Partners, L.P.)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActCommission, so long as any Notes are outstanding, the Company will file with shall furnish to the SEC (unless the SEC will not accept such a filing) for public availability Holders of Notes within the time periods specified in the SECCommission’s rules and regulations under (except as provided in the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes:
next paragraph) (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and
public accountants and (2ii) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a).
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 1003 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
Subsidiaries of the Company. In addition, following consummation of the Exchange Offer, whether or not required by the rules and regulations of the Commission, the Company shall (dexcept as provided in the next paragraph) file a copy of all such information and reports with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Company shall at all times comply with TIA § 314(a). Delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). Notwithstanding any other provision in this Section 1003, until March 31, 2005, the Company and the Guarantors shall not be required to provide, file or make available financial reports, information, documents or statements that the Company otherwise would have been required to provide, file or make available to the Trustee, the Commission, or any other Person pursuant to this Section 1003 on any date before March 31, 2005.”
Appears in 2 contracts
Samples: Fourth Supplemental Indenture (Key Energy Services Inc), Supplemental Indenture (Key Energy Services Inc)
Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so So long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will shall furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the NotesTrustee:
(1) all quarterly and annual within ninety (90) days after the end of each fiscal year, (A) audited financial and other information with respect to statements of the Company and its Subsidiaries that would be required to be contained prepared in accordance with GAAP and (B) a filing with the SEC on Forms 10-Q and 10-K if presentation of Consolidated EBITDA of the Company were required to file and its Subsidiaries derived from 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 thereon by the Company’s certified independent accountantsfinancial statements; and
(2) all current reports that would within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year, (A) unaudited quarterly financial statements of the Company and its Subsidiaries prepared in accordance with GAAP and (B) a presentation of Consolidated EBITDA of the Company and its Subsidiaries derived from such financial statements. Notwithstanding the foregoing, such financial statements (A) will not be required to be filed comply with Section 302 or Section 404 of the SEC on Form 8Sxxxxxxx-Xxxxx Act of 2002, or related Items 307 and 308 of Regulation S-K if promulgated by the Company were SEC, or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein) and (B) will not be required to file such reportscontain the separate financial information for Guarantors or Subsidiaries whose securities are pledged to secure the Notes contemplated by Rule 3-10 or Rule 3-16 of Regulation S-X promulgated by the SEC. The Company availability of any of the foregoing reports on the SEC’s EXXXX filing system (or other successor electronic filing system) shall at all times comply be deemed to satisfy the Company’s delivery obligations with TIA § 314(a)respect thereto.
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners At any time that any of the Notes, prospective purchasers of the Notes Company’s Subsidiaries are Unrestricted Subsidiaries and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as such Unrestricted Subsidiaries, theneither taken together or individually, to constitute a Significant Subsidiary, then the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall will include (or the company will separately furnish to the Trustee) a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, presentation 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 SubsidiariesSubsidiaries of the Company.
(c) The Company shall either (1) maintain a website (which may be non-public and access to which may be made subject to an agreement or acknowledgement by such recipient that it will treat such information as confidential) to which Holders, prospective investors that certify that they are qualified institutional buyers and market makers (“Permitted Parties”) are given access and to which such information is posted or (2) file such information with the SEC.
(d) For so long as any Notes are outstanding, the Company shall hold a conference call for Permitted Parties to discuss reports and the results of operations for each quarterly and annual reporting period within 15 Business Days after filing with the Trustee the applicable annual and quarterly information required pursuant to clauses (a)(1) and (a)(2) above. The time and date of such conference call for a reporting period (and either all information necessary to access the call or the name and contact information of the person at the Company from whom Permitted Parties may obtain such information) shall be posted by the Company to the website described in clause (c) above or filed with the SEC simultaneously with the posting or filing of the reports for such reporting period.
(e) In addition, the Company shall furnish to 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. Delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
Appears in 2 contracts
Samples: Indenture (Radio One, Inc.), Indenture (Radio One, Inc.)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made already publicly available, within five Business Days of filing, or attempting to file, the same with available through the SEC’s XXXXX filing system, the Company (x) will furnish (without exhibits) to the Trustee and, upon its prior request, for delivery to any of the Holders of Notes and (y) post on its website or Beneficial Owners otherwise make available to prospective purchasers of the Notes:
(1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “Management’s Discussion discussion and Analysis analysis of Financial Condition financial condition and Results results of Operationsoperations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent accountants; and
(2ii) 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. The Company shall at all times comply with TIA § 314(a).
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners If as of the Notesend of any such quarterly or annual period referred to in Section 4.18(a), prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, then the Company shall deliver (promptly after such SEC filing referred to in Section 4.18(a)) to the extent material, Trustee for delivery to the Holders of the Notes quarterly and annual financial information required by paragraph (aSection 4.18(a) of this Section 4.03 shall as revised to include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in “Management’s Discussion discussion and Analysis analysis of Financial Condition financial condition and Results results of Operations, operations,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company.
(dc) Delivery of reportsSo long as any Notes remain outstanding, information and documents the Issuers shall furnish to the Trustee Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained thereinSecurities Act.
Appears in 2 contracts
Samples: Indenture (Atlas Pipeline Partners Lp), Indenture (Atlas Pipeline Partners Lp)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will shall furnish to the Trustee and, upon its prior request, to any Holders of the Holders or Beneficial Owners of the Notes:
Notes (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K under the Exchange Act if the Company were required to file such Forms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to " that describes the annual information only, a report thereon 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 financial condition and results of operations of the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a).
and its consolidated Subsidiaries (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentationshowing in reasonable detail, either on the face of the financial statements or in the footnotes to the financial statements thereto and in Management’s 's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations operation of the Unrestricted SubsidiariesSubsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the rules and regulations of the Commission, the Company shall file a copy of all such information and reports with the Commission for public availability and make such information available to securities analysts and prospective investors upon request. The Company shall at all times comply with TIA Section 314(a).
(db) Delivery of reportsFor so long as any Notes remain outstanding, information the Company and documents the Guarantors shall furnish to the Trustee Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained thereinSecurities Act.
Appears in 2 contracts
Samples: Indenture (Pillowtex Corp), Indenture (Tennessee Woolen Mills Inc)
Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon 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. The Company shall at all times comply with TIA § 314(a)availability of the foregoing reports on the SEC’s XXXXX filing system will be deemed to satisfy the foregoing delivery requirements.
(b) The For as long as any Notes remain outstanding and constitute “restricted securities” within the meaning of Rule 144, the Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(d) Delivery The Trustee shall have no obligation whatsoever to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with this Section 4.03, to determine whether or not such information, documents or reports have been posted on any website or online data system or filed with the Commission via the XXXXX filing system (or other successor system). The posting or delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing such shall not constitute actual or constructive knowledge or 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 officers’ certificates).
(e) The Company will be deemed to have delivered to the Holders (or beneficial owners) and to the prospective investors the information or reports referred to in Section 4.03(a)(1) and (2) or the information referred to in Section 4.03(b) if the Company has posted such information or reports on the Company Website. For purposes of this Section 4.03 the term “Company Website” means the collection of web pages that may be accessed on the World Wide Web using the URL address xxxxx://xxxxxxxxxxxxxxx.xxx or such other address as the Company may from time to time designate in writing to the Trustee.
Appears in 2 contracts
Samples: Indenture (Martin Midstream Partners L.P.), Indenture (Martin Midstream Partners L.P.)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with furnish to the SEC (unless the SEC will not accept such a filing) for public availability within Holders of Notes, no later than fifteen days after the time periods specified in the SEC’s rules and regulations for a company subject to reporting under Section 13(a) or 15(d) of the Exchange Act (and, unless during any period in which the foregoing have been so filed both of the Company and made publicly available, within five Business Days any Person of filing, or attempting which the Company is a Subsidiary are not required to file, the same file reports with the SEC, within 15 days after the Company will furnish time periods specified in the SEC’s rules and regulations applicable to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes:filings made by a “large accelerated filer”):
(1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent accountants; and;
(2ii) 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, however, that no such report or information will be required to be so furnished if the Company determines in good faith that such event is not material to the Holders of Notes or the business, assets, operations or financial condition of the Company and its Subsidiaries, taken as a whole. The Company provided that such reports referenced in clauses (i) and (ii) above shall at all times comply with TIA § 314(a)not be required to contain the separate financial information for any non-consolidated entity that would be required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act.
(b) Whether or not required by the SEC, the Company will file a copy of all of the information and reports referred to in Sections 4.03(a)(i) and (ii) with the SEC for public availability no later than fifteen days after the time periods specified in the SEC’s rules and regulations for a company that is a “large accelerated filer” which is subject to reporting under Section 13(a) or 15(d) of the Exchange Act (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Company will make all such information available to the Trustee and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers in each case, by posting such information on its website or Intralinks or any comparable password-protected online datasystem that will require a confidentiality acknowledgement. Notwithstanding the foregoing, to the extent the Company files the information and reports referred to Section 4.03(a)(i) and (ii) with the SEC and such information is publicly available on the Internet, the Company shall be deemed to be in compliance with its obligations to furnish such information to the Holders of the Notes and to make such information available to securities analystsanalysts and prospective investors; provided, however, that the Trustee shall have no responsibility whatsoever to determine if such filing has occurred.
(c) In addition, if any direct or indirect parent entity of the Company (i) has no material liabilities and any other Guarantee of Indebtedness of the Company or any of its Subsidiaries permitted by this Indenture (so long as such Indebtedness appears on the consolidated balance sheet of such parent entity and its Subsidiaries), (ii) has no material assets other than the Capital Stock of the Company and the Capital Stock of any Subsidiary of such parent entity that is a direct or indirect parent company of the Company and that is the direct or indirect owner of 100.0% of the Equity Interests of the Company (and such other direct or indirect parent company of the Company has no material liabilities and no material assets other than Guarantees of Indebtedness of the Company or any of its Subsidiaries permitted by this Indenture (so long as such Indebtedness appears on the consolidated balance sheet of such parent and its Subsidiaries) and the Capital Stock of the Company or any such direct or indirect parent company) and (iii) such parent entity is a guarantor of the Notes, then the Indenture will permit the Company to satisfy its obligations under Sections 4.03(a), (b) and (c) with information regarding such parent entity as if such parent entity were substituted for the Company within such paragraphs.
(d) To the extent not otherwise satisfied by the provisions of this Section 4.03, the Company shall furnish to Holders, securities analysts and prospective investors, upon their request, the information, if any, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(de) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein., including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates)
Appears in 2 contracts
Samples: Indenture (Stericycle Inc), Indenture (Stericycle Inc)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will shall furnish to the Trustee and, upon its prior request, to any of and the Holders or Beneficial Owners of the Notes:
, (1i) all quarterly and annual financial information (excluding exhibits and other information with respect to the Company and its Subsidiaries financial schedules) that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto, the consolidated financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial information and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s 's certified independent accountants; and
accountants and (2ii) 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. In addition, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Company shall at all times comply with TIA § ss. 314(a).
(b) The For so long as any Notes remain outstanding, the Company and the Guarantors its Restricted Subsidiaries shall furnish to the Holders and Beneficial Owners of the Notes, to securities analysts and prospective purchasers of the Notes and securities analystsinvestors, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.
Appears in 2 contracts
Samples: Indenture (Holmes Products Corp), Indenture (Holmes Products Corp)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will shall furnish to the Trustee and, upon its prior request, to any Holders of the Holders or Beneficial Owners of the Notes:
Notes (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management's Discussion and Analysis of Financial Condition and Results of Operations, 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) and, with respect to the annual information only, a report thereon by the Company’s 's certified independent accountants; and
accountants and (2ii) 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. The ; provided, however, that the Company shall not be required to make any such filings on or prior to the date on which the Company's quarterly report on Form 10-Q for the fiscal quarter ended June 30, 1997 would have been required to be filed if, at the time such filings would have been required to be made with the SEC, either (i) the Company shall have provided to each Holder the information that would have been required to be filed or (ii) the Exchange Offer Registration Statement has been filed with the SEC but has not yet been declared effective and copies of the Exchange Offer Registration Statement and any amendments thereto (to the extent such registration statement and/or amendments contain additional information not disclosed in the Offering Memorandum that would have been the subject of a filing required to be made under Section 13 or 15(d) of the Exchange Act) have been provided to each Holder, provided that any exhibits to the Exchange Offer Registration Statement (or any amendments thereto) need not be delivered to any Holder of the Notes, but sufficient copies thereto shall be furnished to the Trustee as reasonably requested to permit the Trustee to deliver any such exhibits to any Holder upon request. In addition, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all times comply such information and reports with TIA § 314(a).
the SEC for public availability (bunless the SEC will not accept such a filing) The and make such information available to securities analysts and prospective investors upon request. In addition, the Company and the Guarantors shall shall, for so long as any Notes remain outstanding, furnish to the Holders and Beneficial Owners of the Notes, to securities analysts and prospective purchasers of the Notes and securities analystsinvestors, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.
Appears in 2 contracts
Samples: Credit Agreement (Massic Tool Mold & Die Inc), Indenture (Massic Tool Mold & Die Inc)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActSEC, so long as any Notes Securities are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will shall furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes:
(1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management's Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separately from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s 's certified independent accountants; and
accountants and (2ii) 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. The In addition, whether or not required by the rules and regulations of the SEC, the Company shall at file a copy of all times comply such information and reports with TIA § 314(a).
the SEC for public availability (bunless the SEC will not accept such a filing) The Company and the Guarantors shall furnish make such information available to the Holders securities analysts and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, investors upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(d) . Delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s 's receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).
Appears in 2 contracts
Samples: Indenture (Metris Companies Inc), Indenture (Metris Direct Inc)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActCommission, so long as any Notes are outstanding, the Company Parent will file with the SEC (unless the SEC will not accept such a filing) Commission for public availability within the time periods specified in the SECCommission’s rules and regulations under (unless the Exchange Act Commission will not accept such a filing), and the Parent will furnish to the Trustee and, unless upon its request, to any of the foregoing have been so filed and made publicly availableHolders, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the NotesCommission:
(1) all quarterly and annual financial and other information with respect to the Company Parent and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Parent 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 thereon on the annual financial statements by the CompanyParent’s certified independent accountants; and;
(2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Parent were required to file such reports. The ; and
(3) unaudited quarterly and audited annual financial statements of the Company shall at all times comply with TIA § 314(a)and its Subsidiaries.
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company.
(c) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, they will furnish to the Holders of Notes 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.
(d) The availability of the materials specified in items (a) through (c) above on the Commission’s website shall be deemed to satisfy the foregoing delivery obligations.
(e) Delivery of reports, information and documents to the Trustee under this Section 4.03 is for informational purposes only only, and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.
Appears in 2 contracts
Samples: Indenture (Energy Xxi (Bermuda) LTD), Indenture (Energy Xxi (Bermuda) LTD)
Reports. (a) Notwithstanding The Company shall furnish or file with the Trustee, within 15 days after it files the same with the Commission, copies of the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) that the Company may is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act.
(b) If the Company is not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Act and the Notes are outstanding, subject to restrictions on transfer by Persons other than Affiliates of the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SECRule 144, the Company will furnish to the Trustee and, upon its prior request, to any all Holders of the Holders or Beneficial Owners of the Notes:
(1) all quarterly Notes and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon 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. The Company shall at all times comply with TIA § 314(a).
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analystsdesignated by the Holders of the Notes, upon promptly on their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) promulgated under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) For purposes of this Section 4.03, the Company shall be deemed to have furnished such reports and information to, or filed such reports and information with, the Trustee and the Holders of Notes and prospective purchasers as required by this Section 4.03 shall include if it has filed such reports or information with the Commission via the XXXXX filing system or otherwise made such reports or information publicly available on a reasonably detailed presentation, either freely accessible page on the face of Company’s website; provided, however, that the financial statements Trustee shall have no obligation whatsoever to determine whether or in the footnotes to the financial statements not such reports and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiariesinformation have been posted on such website.
(d) Delivery by the Company of any such reports, information and documents to the Trustee under pursuant to this Section 4.03 is for informational purposes only and the Trustee’s receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provisions of this Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein. The Trustee is entitled to assume such compliance and correctness unless a Responsible Officer of the Trustee is informed, in writing, otherwise.
Appears in 2 contracts
Samples: Indenture (California Resources Corp), Indenture (Occidental Petroleum Corp /De/)
Reports. (a) Notwithstanding that The Company shall deliver to the Trustee and mail to each Holder, within 15 days after the filing of the same with the SEC, copies of its quarterly and annual reports and of the information, documents and other reports, if any, which the Company may is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Company shall also comply with the other provisions of Section 314(a) of the TIA.
(b) If at any time the Company is not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will shall file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, to the Company will furnish extent permitted, and distribute to the Trustee and, upon its prior request, and to any each Holder copies of the Holders or Beneficial Owners of the Notes:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be have been required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon 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 had the Company were required been subject to file the reporting requirements of Section 13 or 15(d) of the Exchange Act. All such reportsfinancial information shall include consolidated financial statements (including footnotes) prepared in accordance with GAAP. Such annual financial information shall also include an opinion thereon expressed by an independent accounting firm of established national reputation. All such consolidated financial statements shall be accompanied by a "Management's Discussion and Analysis of Financial Condition and Results of Operation." The financial and other information to be distributed to Holders shall be filed with the Trustee and mailed to the Holders at their respective addresses appearing in the register of the Notes maintained by the Registrar, within 120 days after the end of the Company's fiscal year and within 60 days after the end of each of the first three quarters of each such fiscal year. Such information shall be made available to securities analysts and prospective investors upon request. In addition, the Company shall at all times comply with TIA § 314(a).
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, to securities analysts and to prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If Act for so long as is required for an offer or sale of the Notes under Rule 144A. From and after the date of effectiveness of any registration statement filed with the SEC with respect to the Notes, the Company has designated will file with the SEC such Forms 10-Q and 10-K and any other information required to be filed by it. The Company will provide a copy of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent materialthis Indenture, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only Registration Rights Agreement and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained thereinWarrant Agreement to prospective purchasers upon request.
Appears in 2 contracts
Samples: Indenture (Discovery Zone Inc), Indenture (Discovery Zone Inc)
Reports. (a) Notwithstanding that The Company will use its best efforts to generate under the Company may not be subject Electronic Platform a report providing for the following figures within 10 Business Days after the end of each calendar quarter (the "Reports") and to deliver such Reports to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) Agent for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish distribution to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the NotesIssuing Banks:
(1i) the Base Currency Amount of all quarterly and annual financial and other information with respect to outstanding L/Gs as determined for such day;
(ii) the Company and its Subsidiaries that would be required to be contained in a filing with the SEC aggregate Base Currency Amount of all outstanding L/Gs issued on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis behalf of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants;
(iii) the aggregate Base Currency Amount of all outstanding L/Gs issued in an Optional Currency not being either USD, GBP or CHF; and
(2iv) all current reports that would be required relevant information (including the name of the beneficiary of the L/G, the type of L/G, the L/G amount, the date of issuance or prolongation and the initially fixed maturity date or Commercial Lifetime (and if applicable, any prolongation thereof) of such L/G) with respect to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a)any L/G outstanding.
(b) The Agent, the Lenders and the Issuing Banks may download copies of the Reports. In the event that the Agent and/or any Issuing Bank discovers an error in the Reports, such Party shall notify the Company and the Guarantors relevant other Parties accordingly. Upon receipt of such notice, the relevant Parties shall furnish seek mutual agreement on the relevant corrections and any entries in the Electronic Platform shall be made or, as the case may be, corrected by the Company and/or the relevant Issuing Bank accordingly. In the case that any such correction has an impact on the amount of any fees payable or paid under this Agreement, the relevant Issuing Bank shall notify the Company of any such difference which shall be taken into account by the Issuing Bank in the next notification to the Holders Company and Beneficial Owners of payment to the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered Lenders pursuant to Rule 144A(d)(4Clause 11.1 (Commitment fee) under the Securities Actor Clause 11.2 (L/G fee).
(c) If the Company has designated Electronic Platform is not available, each Issuing Bank shall upon request by the Agent provide the following figures to the Agent for distribution to the other Issuing Banks and the Company:
(i) the Base Currency Amount of all its outstanding L/Gs as determined for such day;
(ii) the aggregate Base Currency Amount of all its outstanding L/Gs issued on behalf of the Company;
(iii) the aggregate Base Currency Amount of all its outstanding L/Gs issued in an Optional Currency not being either USD, GBP or CHF; and
(iv) all relevant information (including the name of the beneficiary of the L/G, the type of L/G, the L/G amount, the date of issuance or prolongation and the initially fixed maturity date or Commercial Lifetime (and if applicable, any prolongation thereof) of such L/G) with respect to any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph L/G outstanding. Paragraph (ab) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiariesapply mutatis mutandis.
(d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.
Appears in 2 contracts
Samples: Syndicated Loan Agreement (Hillenbrand, Inc.), Syndicated L/G Facility Agreement (Hillenbrand, Inc.)
Reports. (ai) Notwithstanding that As of their respective dates, neither Seller's Annual Report on Form 10-K of the Company may not be subject Securities and Exchange Commission (the "SEC") for the fiscal year ended September 30, 2000 nor any other document filed subsequent to the reporting requirements of September 30, 2000 under Section 13 13(a), 13(c), 14 or 15(d) of the Exchange Act, so long as each in the form (including exhibits and any Notes are outstanding, the Company will file documents specifically incorporated by reference therein) filed with the SEC (unless collectively, "Seller Reports"), contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the SEC will statements made therein, in light of the circumstances under which they were made, not accept such a filing) for public availability within misleading. Each of the time periods specified financial statements of Seller included in the SEC’s rules and regulations under the Exchange Act andSeller Reports complied as to form, unless the foregoing have been so filed and made publicly available, within five Business Days as of filing, or attempting to file, the same their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the Company will furnish published rules and regulations of the SEC with respect thereto and have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited financial statements, as permitted by Form 10-Q of the SEC). Each of the balance sheets contained or incorporated by reference in Seller's Reports (including in each case any related notes and schedules) fairly presented the financial position of the entity or entities to which it relates as of its date and each of the statements of income and of changes in stockholders' equity and of cash flows, contained or incorporated by reference in Seller Reports (including in each case any related notes and schedules), fairly presented the results of operations, stockholders' equity and cash flows, as the case may be, of the entity or entities to which it relates for the periods set forth therein (subject, in the case of unaudited interim statements, to normal year-end audit adjustments that are not material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. No event has occurred that would cause a normal year-end adjustment to the Trustee andunaudited interim financial statements prepared prior to the date hereof (including such statements as are included in the Seller's Quarterly Report on Form 10-Q for the period ended June 30, 2001) that would be material in amount or effect and no such adjustment is reasonably likely to occur. Seller has made available to Purchaser a true and complete copy of each Seller Reports filed with the SEC since September 30, 2000.
(ii) The condensed unaudited financial statements of Seller set forth in Seller's press release issued on November 2, 2001, fairly presented the financial position of Seller as of September 30, 2001 and fairly presented the results of operations of Seller for the fiscal year ended September 30, 2001 and will be consistent with Seller's financial statements at such date and for such periods prepared in accordance with GAAP consistently applied. Seller is not aware of any fact or circumstance that would result in a material adverse change to such financial statements upon its prior request, to any completion of the Holders or Beneficial Owners audit thereof. The audit report to be rendered by the independent auditor of the Notes:
(1) all quarterly and annual financial and other information Seller with respect to the Company financial statements for the year ended September 30, 2001 will not be qualified in any way.
(iii) Seller and each of its Subsidiaries that would be have each timely filed all material reports, registrations and statements, together with any amendments required to be contained in a filing made with the SEC on Forms 10-Q and 10-K if the Company respect thereto, that they were required to file such Formssince September 30, including a “Management’s Discussion 1998 with (A) the OTS, (B) the FDIC, (C) any state banking commission, (D) and Analysis other state or federal regulatory authority having jurisdiction over insured depository institutions or their holding companies, (E) the SEC, (F) the National Association of Financial Condition Securities Dealers, Inc., and Results of Operations” and(G) any other self-regulatory organization ("SRO"), with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and
(2) and have paid 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. The Company shall at all times comply with TIA § 314(a)fees and assessments due and payable in connection therewith.
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.
Appears in 2 contracts
Samples: Merger Agreement (Yonkers Financial Corp), Merger Agreement (Atlantic Bank of New York)
Reports. (a) Notwithstanding that So long as any of the Warrants remain outstanding, and to the extent such documents are required to be sent by the Company to the holders of its outstanding Common Stock, the Company shall cause copies of all quarterly and annual financial reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) which the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (“SEC Reports”) to be filed with the Warrant Agent and mailed to the Holders of the Warrants at their addresses appearing in the Warrant Register, in each case, within 15 days of filing with the Commission. If the Company is not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with the shall nevertheless continue to cause SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act andReports, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting comparable to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that those which it would be required to be contained in a filing with file pursuant to Section 13 or 15(d) of the SEC on Forms 10-Q and 10-K Exchange Act if the Company it were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect subject to the annual information onlyrequirements of either such Section, a report thereon by the Company’s certified independent accountants; and
(2) all current reports that would be required to be so filed with the SEC on Form 8-K Commission (but only if the Company were Commission permits such filings) and, to the extent it is required to file send such reports. The SEC Reports to the holders of its outstanding Common Stock, with the Warrant Agent and mailed to the holders, in each case, within the same time periods as would have applied (including under the preceding sentence) had the Company shall at all times comply with TIA § 314(a)been subject to the requirements of Section 13 or 15(d) of the Exchange Act.
(b) The Company and shall provide the Guarantors shall furnish Warrant Agent with a sufficient number of copies of all SEC Reports that the Warrant Agent may be required to deliver to the Holders and Beneficial Owners of the NotesWarrants under this Section 19, prospective purchasers and any such cost of delivery will be at the expense of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities ActCompany.
(c) If Delivery of the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, above reports to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(d) Delivery of reports, information and documents to the Trustee under this Section Warrant Agent is for informational purposes only and the TrusteeWarrant Agent’s receipt of the foregoing such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein.
Appears in 2 contracts
Samples: Warrant Agreement (Cresud Inc), Warrant Agreement (Cresud Inc)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will shall furnish to the Trustee and, upon its prior request, to any of and the Holders or Beneficial Owners of the Notes:
Holders: (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent accountants; and
and (2ii) 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, in each case, within 15 days after the date by which the Company would have been required by the SEC’s rules and regulations to file such documents. In addition, whether or not required by the SEC, the Company shall file a copy of all of the information and reports referred to in clauses (i) and (ii) above with the SEC for public availability within 15 days after the date by which the Company would have been required by the SEC’s rules and regulations to file such documents (unless the SEC will not accept such a filing). The Company shall at all times comply be deemed to have furnished the reports referred to in clauses (i) and (ii) above if the Company has filed Form 10-Q, 10-K and 8-K reports, as required, with TIA § 314(athe SEC (and such reports are publicly available).
(b) The For so long as any Notes remain outstanding, the Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, to securities analysts and prospective purchasers of the Notes and securities analystsinvestors, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities ActAct to the extent such information requirement is not satisfied by delivery of the information pursuant to clause (a) above.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(d) Delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate or certificates).
Appears in 2 contracts
Samples: Indenture (Asbury Automotive Group Inc), Indenture (Asbury Automotive Group Inc)
Reports. (a) Notwithstanding that The Borrower, and the Company may not Guarantor shall furnish, or cause to be subject furnished, to ADB all such reports as ADB shall reasonably request concerning (i) the Loan, and the expenditure of the proceeds and maintenance of the service thereof; (ii) the goods and services and other items of expenditure financed out of the proceeds of the Loan; (iii) the Project and the Project Executing Agency; (iv) the administration, operations and financial condition of the Borrower; and (v) any other matters relating to the reporting requirements of Section 13 or 15(d) purposes of the Exchange Act, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon 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. The Company shall at all times comply with TIA § 314(a)Loan.
(b) The Company and Without limiting the Guarantors generality of the foregoing, the Borrower shall furnish to ADB quarterly reports, or reports at such other later interval as may be agreed for this purpose between ADB and the Holders and Beneficial Owners Borrower on the execution of the NotesProject, prospective purchasers on the accomplishment of the Notes targets and securities analystsactions agreed between ADB and the Borrower, upon their and on the operation and management of the Project facilities. Such reports shall be submitted in such form and in such detail and within such a period as ADB shall reasonably request, and shall indicate, among other things, progress made and problems encountered during the informationquarter under review, if any, required steps taken or proposed to be delivered pursuant taken to Rule 144A(d)(4) under remedy these problems, and proposed program of activities and expected progress during the Securities Actfollowing quarter.
(c) If Promptly after physical completion of the Company has designated Project, but in any event not later than three months thereafter or such later date as may be agreed for this purpose between the Borrower and ADB, the Borrower shall prepare and furnish to ADB a report, in such form and in such detail as ADB shall reasonably request, on the execution and initial operation of the Project, including its cost, the performance by the Borrower of its Subsidiaries as Unrestricted Subsidiaries, then, to obligations under this Loan Agreement and the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face accomplishment of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, purposes 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 SubsidiariesLoan.
(d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.
Appears in 2 contracts
Samples: Loan Agreement, Loan Agreement
Reports. (a) Notwithstanding that The Company shall use reasonable efforts to deliver or cause to be delivered to each Member the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notesfollowing:
(1i) all quarterly within twenty-five (25) days after the end of each of the first, second and annual financial third Fiscal Quarters of each Fiscal Year, an unaudited consolidated balance sheet, statement of operations and other information with respect to statement of cash flows of the Company and its Subsidiaries that would be required to be contained in a filing with as of and for the SEC on Forms 10-Q applicable Fiscal Quarter;
(ii) within ninety (90) days after the end of each Fiscal Year, an audited consolidated balance sheet, statement of operations and 10-K if statement of cash flows of the Company were required and its Subsidiaries as of and for such Fiscal Year; PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.
(iii) within ninety (90) days after the end of each Fiscal Year, to file each Person who was a Member at any time during such FormsFiscal Year, including an annual report containing a “Managementstatement of changes in such Member’s Discussion equity and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Companysuch Member’s certified independent accountantsCapital Account balance for such Fiscal Year (if any); and
(2iv) all current such other materials as are listed in, and at the times listed in, Exhibit C attached hereto and made a part hereof. Reports delivered pursuant to this Section 12.17 may be delivered either in hard copy form or, in the Manager’s discretion, electronically; provided that any Member may, upon request, specify that such reports that would shall be required delivered to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a)it in hard copy form.
(b) The Company and will provide each Member with all information such Member may reasonably require in order to file tax returns in jurisdictions other than the Guarantors shall furnish to United States solely as a result of such Members’ participation in the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities ActCompany.
(c) If The Company will use commercially reasonable efforts to inform the Company has designated Members of the amount of taxes paid, if any, by the Company, during any of its Subsidiaries as Unrestricted Subsidiaries, thencalendar year, to countries other than the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include United States that are attributable to income allocated to Members as a reasonably detailed presentation, either on the face result of the financial statements or Members’ participation in the footnotes Company. The Company will use commercially reasonable efforts to provide such information to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, Members within ten days 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.
(d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice date of any information contained therein or determinable from information contained thereinsuch payment.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Mascoma Corp), Limited Liability Company Agreement (Mascoma Corp)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActCommission, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will shall furnish to the Trustee and, upon its prior request, to any Holders of the Holders or Beneficial Owners of the Notes:
Notes (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " that describes the financial condition and results of operations of the Company and its Restricted Subsidiaries and, with respect to the annual information only, a report thereon by the Company’s 's certified independent accountants; and
accountants and (2ii) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company were required to file such reports. The In addition, whether or not required by the rules and regulations of the Commission, from and after the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement (as defined in the Registration Rights Agreement), the Company shall at will file a copy of all times comply such information and reports with TIA § 314(a).
the Commission for public availability (bunless the Commission will not accept such a filing) The and make such information available to securities analysts and prospective investors upon request. In addition, the Company and the Guarantors shall Guaranteeing Subsidiaries have agreed that, for so long as any Notes remain outstanding, they will furnish to the Holders and Beneficial Owners of the Notes, to securities analysts and prospective purchasers of the Notes and securities analystsinvestors, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If . The Company shall at all times comply with TIA Section 314(a). The financial information to be distributed to Holders of Notes shall be filed with the Trustee and mailed to the Holders at their addresses appearing in the register of Notes maintained by the Registrar, within 120 days after the end of the Company's fiscal years and within 60 days after the end of each of the first three quarters of each such fiscal year. The Company shall provide the Trustee with a sufficient number of copies of all reports and other documents and information and if requested by the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, the Trustee will deliver such reports to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(d) Delivery of reports, information and documents to the Trustee Holders under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein4.03.
Appears in 2 contracts
Samples: Indenture (Graham Field Health Products Inc), Indenture (Advanced Medical Inc)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will shall furnish to the Trustee and, upon its prior request, to any Holders of the Holders or Beneficial Owners of the Notes:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “''Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” '' that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, in the footnotes to the financial statements and in the ''Management's Discussion and Analysis of Financial Condition and Results of Operations'' (in each case to the extent not prohibited by the SEC's rules and regulations):
(a) 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; and
(b) the Tower Cash Flow for the most recently completed fiscal quarter and the Adjusted Consolidated Cash Flow for the most recently completed four-quarter period) and, with respect to the annual information only, a report thereon by the Company’s '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, in each case within the time periods specified in the Company's rules and regulations. In addition, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Company shall at all times comply with TIA § (S) 314(a).
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.
Appears in 2 contracts
Samples: Indenture (Crown Castle International Corp), Indenture (Crown Castle International Corp)
Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five 10 Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon 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. The Company’s filing of any such information, document or report with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (or XXXXX) system or any successor thereto shall satisfy the reporting obligation described above. The Company shall at all times comply with TIA § 314(a).
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(dc) Delivery of reportssuch information, information documents and documents reports to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
Appears in 2 contracts
Samples: Second Supplemental Indenture (Whiting Petroleum Corp), First Supplemental Indenture (Whiting Petroleum Corp)
Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods period specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five 10 Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon 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. The Company’s filing of any such information, document or report with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (or XXXXX) system or any successor thereto shall satisfy the reporting obligation described above. The Company shall at all times comply with TIA § 314(a).
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.
Appears in 2 contracts
Samples: Third Supplemental Indenture (Whiting Petroleum Corp), First Supplemental Indenture (Whiting Petroleum Corp)
Reports. (a) Notwithstanding that the Company may not be required to remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will shall file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notesset forth below:
(1i) within 90 days after the end of each fiscal year, all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing an annual report on Form 10-K, or any successor or comparable form, filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such FormsSEC, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to section and a report on the annual information only, a report thereon financial statements by the Company’s certified independent accountantsregistered public accounting firm;
(ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, all financial information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section; and
(2iii) within 15 days after the applicable number of days specified in the SEC’s rules and regulations, all current reports that would be required to be filed with the SEC on Form 8-K K, or any successor or comparable form, if the Company were required to file such reports. The Company shall at , in each case in a manner that complies in all times comply material respects with TIA § 314(a)the requirements specified in such form.
(b) The Notwithstanding Section 4.2(a), the Company shall not be obligated to file such reports with the SEC if the SEC does not permit such filing, so long as the Company provides such information to the Trustee and the Guarantors shall furnish to the Holders and Beneficial Owners makes available such information to prospective purchasers of the Notes, in each case at the Company’s expense and by the applicable date the Company would be required to file such information pursuant to the preceding paragraph. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Company shall furnish to Holders and to securities analysts and prospective purchasers of the Notes and securities analystsNotes, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The reports required by this covenant need not include any separate financial statements of Subsidiary Guarantors or information required by Rule 3-10 or 3-16 of Regulation S-X (or any successor regulation). Notwithstanding anything to the contrary in this Section 4.2, the requirements set forth in this Section 4.2(b) and in Section 4.2(a) may be satisfied by posting copies of such information on a website (which may be nonpublic and may be maintained by the Company or a third party) to which access is given to the Trustee, Holders and prospective purchasers of the Notes. The Trustee shall not be deemed to have constructive notice of any information contained, or determinable from information contained, in any reports referred to above, including the Company’s compliance with any of its covenants in this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
(c) No later than five Business Days after the date the annual and quarterly financial information for the prior fiscal period have been filed or furnished pursuant to Section 4.2(a) or (b), the Company shall 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 Trustee, 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.
(d) If any of the Company’s Subsidiaries is not a Subsidiary Guarantor and such Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary for any fiscal year, on an annual basis within the time period specified in Section 4.2(a) for annual reports, the Company shall provide in the annual report for such fiscal year or in a report filed or furnished on Form 8-K (or posted, if applicable), financial information with respect to such Subsidiaries that are not Subsidiary Guarantors collectively consistent with the financial information included in the Offering Memorandum with respect to Subsidiaries that are not Subsidiary Guarantors.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, theneither individually or collectively, would otherwise have been a Significant Subsidiary, then on an annual basis within the time period specified in Section 4.2(a) for annual reports, the Company shall provide in the annual report for such fiscal year or in a report filed or furnished on Form 8-K (or posted, if applicable), financial information with respect to the extent materialUnrestricted Subsidiaries collectively consistent with the financial information included in the Offering Memorandum with respect to Subsidiaries that are not Subsidiary Guarantors.
(f) In the event that any direct or indirect parent company of the Company becomes a Guarantor of the Notes, the quarterly and annual Company may satisfy its obligations under this Section 4.2 to provide consolidated financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the Company by furnishing consolidated financial information relating to such parent; provided that (i) such financial statements or are accompanied by consolidating financial information for such parent and the Company in the footnotes manner prescribed by the SEC or (ii) such parent is not engaged in any business in any material respect other than such activities as are incidental to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operationsits ownership, directly or indirectly, of the financial condition and results of operations Capital Stock of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesCompany.
(d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.
Appears in 2 contracts
Samples: Indenture (Verisign Inc/Ca), Indenture (Verisign Inc/Ca)
Reports. (a) Notwithstanding that Whether or not the Company may not be is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with provide the SEC Trustee and the Holders of Notes within fifteen (unless 15) Business Days after filing, or in the SEC will not accept event no such a filingfiling is made or required, within fifteen (15) for public availability within Business Days after the end of the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notesthose sections with:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information financial statements only, a report thereon 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. The provided that the foregoing delivery requirements will be deemed satisfied if the foregoing materials are available on the SEC’s XXXXX system or on the Company’s website within the applicable time period specified above (provided that if posted to a secure internet portal, the Company shall at all times comply will separately electronically deliver such reports to the Trustee). For the avoidance of doubt, the foregoing delivery requirements will be deemed satisfied by filings with TIA § 314(a)the SEC that are made jointly by Holdings and the Company.
(b) The In addition, following the Issue Date, whether or not required by the SEC, the Company shall, if the SEC will accept the filing, file a copy of all of the information and reports referred to in clauses (1) and (2) of the Guarantors preceding clause (a) with the SEC for public availability within the time periods specified in the SEC’s rules and regulations.
(c) For so long as any of the Notes remain outstanding and constitute “restricted securities” under Rule 144, the Company shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analystsprospective investors, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(cd) If Notwithstanding anything herein to the contrary, the Company has designated shall not be deemed to have failed to comply with any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) provision of this reporting covenant for purposes of Section 4.03 shall include 6.01(4) hereof as a reasonably detailed presentation, either on the face result of the financial statements late filing or in provision of any required information or report until 90 days after the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiariesdate any such information or report was due.
(de) Delivery of reports, information and documents referred to above, to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
Appears in 2 contracts
Samples: Indenture (MGM Growth Properties Operating Partnership LP), Indenture (MGM Growth Properties Operating Partnership LP)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActCommission, so long as any Notes are outstanding, the Company will file with furnish to the SEC (unless the SEC will not accept such a filing) for public availability Holders, within the time periods specified in the SEC’s Commission's rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notesregulations:
(1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s 's certified independent accountants; and
(2ii) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a).
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by the preceding paragraph (a) of this Section 4.03 shall will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to thereto, and if the financial statements and Company or any of its Restricted Subsidiaries has made an Investment of at least $0.1 million in such Unrestricted Subsidiary, in "Management’s 's Discussion and Analysis of Financial Condition and Results of Operations, ," of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company.
(c) In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, whether or not required by the Commission, the Company will file a copy of all of the information and reports referred to in clauses (a)(i) and (a)(ii) above with the Commission for public availability within the time periods specified in the Commission's rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, the Company and the Guarantors have agreed that, for so long as any Notes remain outstanding, they will 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.
(d) The Trustee shall not be under a duty to review or evaluate any report or information delivered to the Trustee pursuant to the provisions of this Section 4.03 for the purposes of making such reports available to it and to the Holders of Notes who may request such information. Delivery of such reports, information and documents to the Trustee under as may be required pursuant to this Section 4.03 is for informational purposes only and the Trustee’s 's receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).
Appears in 2 contracts
Samples: Indenture (Psychiatric Solutions Inc), Indenture (Texas San Macros Treatment Center Lp)
Reports. (a) Notwithstanding From and after the date that the Company (i) first produces financial statements for a completed fiscal year, including an unqualified report thereon from its independent public accountants, and (ii) provides a copy thereon to the Commission and resolves any comments thereof (such date, the “Financial Reporting Date”), notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, outstanding the Company will shall file with the SEC (unless Commission, to the SEC will not accept extent such a filing) submissions are accepted for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same filing with the SECCommission, the Company will and shall furnish to the Trustee andTrustee, upon its prior request, within 15 days after it is or would have been required to any of be filed with the Holders or Beneficial Owners of the NotesCommission:
(1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent accountants; and
(2ii) all current reports information that would be required to be filed with the SEC Commission on Form 8-K if the Company were required to file such reports. The Prior to the Financial Reporting Date, the Company shall at all times comply deliver the information set forth in clauses (i) and (ii) above to the Trustee and the Holders within 15 days after it would have been required to be filed with TIA § 314(athe Commission; provided however that the Company need not (1) provide balance sheet information (other than cash, debt and capital expenditure information consistent with the information provided in its monthly operating reports]), cash flow or stockholder’s equity data, or any footnotes to the financial information (or any management’s discussion and analysis of financial condition and results of operations related to such information) and may provide income statement data in a manner consistent with the monthly operating reports or (2) obtain a report thereon from its independent public accountants, and such information may be designated by the Company as subject to further review and adjustment. Prior to the Financial Reporting Date, the Company shall submit for review by the audit committee of the Board of Directors on a quarterly basis any financial information prepared by the Company and delivered pursuant to this Section 4.03(a).
(b) The Company and shall use reasonable best efforts to achieve the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities ActFinancial Reporting Date as soon as is practicable.
(c) If the The Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include in good faith seek a reasonably detailed presentation, either rating on the face Notes from Xxxxx’x and S&P within 30 days of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesReporting Date.
(d) Delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only only, and the Trustee’s receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, the Company shall cause its annual reports to stockholders and any quarterly or other financial reports furnished by it to stockholders that are not filed via XXXXX generally to be filed with the Trustee and mailed no later than the date such materials are mailed or made available to the Company’s stockholders, to the Holders at their addresses as set forth in the register of securities maintained by the Registrar.
Appears in 2 contracts
Samples: Indenture (Digex Inc/De), Indenture (Intermedia Communications Inc)
Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so So long as any Notes are outstanding, the Company will file with shall provide the SEC (unless Trustee and the SEC will not accept such a filing) for public availability Holders of the Notes, within the time periods specified in the SEC’s Commission's rules and regulations under the Exchange Act andregulations, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including including:
(i) a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” ;"
(ii) a presentation of Consolidated Cash Flow for each period presented; and,
(iii) with respect to the annual information only, a report thereon on the annual financial statements by the Company’s 's certified independent accountantsaccountant; andprovided, however, that (A) such reports shall not be required to contain separate financial statements for any Guarantors other than condensed consolidating footnote disclosure containing information with respect to Guarantors and Subsidiaries that are not Guaranteeing the Notes, in each case on an aggregate basis and (B) such reports shall not be required to comply with the rules, regulations and policies of the Commission with respect to any non-GAAP financial measures contained therein.
(2b) In addition, if the Distribution has not been consummated on or prior to January 1, 2005 and at all times thereafter until the Distribution has been consummated, the Company shall:
(i) provide the Trustee and the Holders, within 10 Business Days, all current reports that would be required to be filed with the SEC Commission on Form 8-K (other than (x) with respect to any entry into or termination of any agreement for the acquisition of film rights, (y) with respect to any entry into or termination of any affiliation agreement that would not have a material impact on the Company and its Restricted Subsidiaries and (z) Item 5.02 thereof) if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a).;
(bii) The hold a quarterly conference call for the Holders to discuss the information contained in the annual and quarterly reports required under this Section 4.03 not later than 5 Business Days from the time the Company and the Guarantors shall furnish distributes such information to the Holders and Beneficial Owners Holders;
(iii) no fewer than 3 Business Days prior to the date of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, conference call required to be delivered pursuant held in accordance with clause (ii) above, issue a press release to Rule 144A(d)(4the appropriate wire services announcing the time and date of such conference call and directing the Holders, prospective investors and securities analysts to contact the investor relations office of the Company to obtain such information or to access such conference call; and
(iv) under the Securities Acteither (A) maintain a non-public website to which Holders, prospective investors and securities analysts are given access and to which such information and conference call access details are posted or (B) distribute via electronic mail such information and conference call details to Holders, prospective investors and securities analysts who request to receive such distributions.
(c) If the Company has designated any of its Subsidiaries as Unrestricted SubsidiariesSubsidiaries under this Indenture and such Subsidiaries together would constitute a Significant Subsidiary, then, to the extent material, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in "Management’s 's Discussion and Analysis of Financial Condition and Results of Operations, ," of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company.
(d) For so long as any Notes remain outstanding, the Company and the Guarantors shall furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s 's receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).
Appears in 2 contracts
Samples: Indenture (Rainbow Media Enterprises, Inc.), Indenture (Rainbow Media Enterprises, Inc.)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActCommission, so long as any Notes notes are outstanding, the Company Parent will file with the SEC (unless the SEC will not accept such a filing) Commission for public availability within the time periods specified in the SECCommission’s rules and regulations under (unless the Exchange Act Commission will not accept such a filing), and the Parent will furnish to the Trustee and, unless upon its request, to any of the foregoing have been so filed and made publicly availableHolders, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the NotesCommission:
(1) all quarterly and annual financial and other information with respect to the Company Parent and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Parent 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 thereon on the annual financial statements by the CompanyParent’s certified independent accountants; and;
(2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Parent were required to file such reports. The ; and
(3) unaudited quarterly and audited annual financial statements of the Company shall at all times comply with TIA § 314(a)and its Subsidiaries.
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company.
(dc) Delivery of reportsIn addition, information the Company and documents the Guarantors agree that, for so long as any Notes remain outstanding, they will furnish to the Trustee Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained thereinSecurities Act.
Appears in 2 contracts
Samples: Indenture (Energy Xxi (Bermuda) LTD), Indenture (Energy Xxi (Bermuda) LTD)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActCommission, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability will, within the time periods specified in the SECCommission’s rules and regulations under the Exchange Act andapplicable to non-accelerated filers, unless the foregoing have been so filed and made publicly available, within five Business Days of filingfurnish, or attempting cause the Trustee to filefurnish, to the same with the SECHolders, the Company will furnish without cost to the Trustee and, upon its prior request, to any of or the Holders or Beneficial Owners of the NotesHolders:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon 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 Commission on Form 8-K if the Company were required to file such reports; provided that, the availability of the foregoing reports on the Commission’s XXXXX filing system or a publicly available website of the Company will be deemed to satisfy the foregoing delivery requirements. The In the event that any direct or indirect parent company of the Company becomes a guarantor of the Notes, the Company may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Company by furnishing information relating to such parent company; provided that the same be accompanied by consolidated 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. Any and all Defaults or Events of Default arising from a failure to comply with this Section 4.03 shall be deemed cured (and the Company shall at be deemed to be in compliance with this covenant) upon furnishing or filing such information or report as contemplated by this Section 4.03 (but without regard to the date on which such information or report is so furnished or filed); provided that such cure shall not otherwise affect the rights of Holders under Article 6 hereof if all times comply outstanding Notes shall have been accelerated in accordance with TIA § 314(a)the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(b) The Company Issuers and the Guarantors shall will, for so long as any Notes remain outstanding and cannot be resold by non-affiliates without restriction under Rule 144, furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and to securities analystsanalysts and prospective investors in the Notes, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(d) Delivery of any reports, information and documents to the Trustee under pursuant to this Section 4.03 is for informational purposes only only, and the Trustee’s receipt of the foregoing such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).
Appears in 2 contracts
Samples: Indenture (Delek Logistics Partners, LP), Indenture (Delek Logistics Partners, LP)
Reports. (a) Notwithstanding that Regardless of whether required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with furnish to the SEC (unless Holders of Notes to the SEC will not accept such a filing) for public availability Holders of Notes, within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notesregulations:
(1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountantsreports; and
(2ii) 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. The All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports and shall certified by the chief financial officer of the Company shall that they fairly present in all material respects the consolidated financial condition of the Company and its Subsidiaries as at all times comply with TIA § 314(a)the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants.
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall 5.3 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company.
(c) The Company will be deemed to have furnished the reports required by paragraphs (a) and (b) of this Section 5.3 to the Holders of the Notes if it has filed such reports or information, respectively, with the SEC using the XXXXX filing system (or any successor filing system of the SEC) or, if the Company has posted such reports or information, respectively, on its website, and such reports, certifications or information, respectively, are available to the Holders of the Notes through internet access.
(d) Delivery Any and all Defaults or Events of reports, information Default arising from a failure to furnish or file in a timely manner a report or certification required by this Section 5.3 shall be deemed cured (and documents the Company shall be deemed to be in compliance with this Section 5.3) upon furnishing or filing such report or certification as contemplated by this Section 5.3 (but without regard to the Trustee date on which such report or certification is so furnished or filed); provided that such cure shall not otherwise affect the rights of the Holders under Section 7 hereof if the principal, premium, if any, and interest, if any, have been accelerated in accordance with the terms of this Section is for informational purposes only Agreement and the Trustee’s receipt of the foregoing shall Notes and such acceleration has not constitute constructive notice of any information contained therein been rescinded or determinable from information contained thereincancelled prior to such cure.
Appears in 2 contracts
Samples: Note Purchase Agreement (Hall of Fame Resort & Entertainment Co), Note Purchase Agreement (Hall of Fame Resort & Entertainment Co)
Reports. (a) Notwithstanding that The company shall furnish a report each quarter, to “the Company may not be subject to Secretary”, the reporting requirements Chief Inspector of Section 13 or 15(d) Mines, the Chief Executive of the Exchange ActMinerals Commission and the Director of Geological Survey, so long in such form as any Notes are outstandingmay from time to time be approved by the Secretary, regarding the quantities of gold won in that quarter, quantities sold, the Company will file with the SEC (unless the SEC will not accept revenue received and royalties payable for that quarter and such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would as may be required to required. Such reports shall be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis submitted not later than 30 days after end of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon 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. The Company shall at all times comply with TIA § 314(a)each quarter.
(b) The Company shall furnish a report each half-year to “The Secretary”, the Chief Inspector of Mines, the Chief Executive of the Minerals Commission and the Guarantors shall furnish Director of Geological Survey, in such form as may from time to time be approved by “the Holders Secretary” summarizing the results of its operations in the Lease Area during the half-year and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required records to be delivered kept by the Company pursuant to Rule 144A(d)(4) under paragraphs 15, 16 and 17 hereof. Each such report shall include a description of any geological or geophysical work carried out by the Securities ActCompany in that half-year and a plan upon a scale approved the Chief Inspector of Mines showing mine workings and dredging areas. Such reports shall be submitted not later than forty days after the half-year to which they relate.
(c) If The Company shall furnish a report each Financial Year in such form as may from time to time be approved by “the Company has designated any Secretary” to “the Secretary”, the Chief Inspector of Mines, and the Chief Executive of the Minerals Commission summarizing the results of its Subsidiaries as Unrestricted Subsidiariesoperations in the Lease Area during that Financial Year and the records required to be kept by “the Company” pursuant to paragraphs 15, then, to the extent material, the quarterly 16 and annual financial information required by paragraph (a) of this Section 4.03 17 hereof. Each such report shall include a reasonably detailed presentation, either on the face description of the financial statements or in proposed operations for the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, following year with an estimate of the financial condition production and results revenue to be obtained therefrom. Such reports shall be submitted not later than sixty days after the end of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiarieseach Financial Year.
(d) Delivery The Company shall furnish “the Secretary”, the Chief Inspector of reportsMines, information the Chief Executive of the Minerals Commission and documents the Director of Geological Survey not later than three months after the expiration or termination of this Agreement, with a report giving an account of the geology of the Lease Area including the stratigraphic and structural conditions, together with a geological map on a scale prescribed in the Mining Regulations.
(e) The Company shall furnish the Secretary and the Chief Executive of the Minerals Commission, with a report of the particulars of any proposed alteration to its regulations as well as a report of the particulars of any proposed transfer of any share of its capital stock representing one percent or more of the total number of such shares of the capital stock then issued and outstanding. The Company shall also furnish “the Secretary” and the Chief Executive of the Minerals Commission with a report on the particulars of any fresh issues of shares of its capital stock or borrowings in excess of an amount equivalent to the Trustee under this Section is for informational purposes only Stated Capital of the Company. All such reports shall be in such form as “the Secretary” may require and shall be submitted not less than sixty days in advance of the proposed alternation, transfer, issue or borrowing, as the case may be.
(f) The Company shall, not later than 180 days after the end of each financial year, furnish “the Secretary” and the Trustee’s receipt Chief Executive of the foregoing Minerals Commission with a copy each of its annual financial reports including a balance sheet, profit and loss account, and all notes pertaining thereto, duly certified by a qualified accountant who is a member of the Ghana Institute of Chartered Accountants. Such certificate shall not constitute constructive notice in any way imply acceptance of any such reports by “the Government” or preclude the Government from auditing the Company’s books of account.
(g) The Company shall furnish “the Secretary”, the Chief Inspector of Mines, the Chief Executive of the Minerals Commission and the Director of Geological Survey, with such other reports and information contained therein or determinable concerning its operations as they may from information contained thereintime to time reasonably require.
Appears in 2 contracts
Samples: Mining Lease (Xtra-Gold Resources Corp), Mining Lease (Xtra-Gold Resources Corp)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActCommission, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) Commission for public availability within the time periods specified in the SECCommission’s rules and regulations under (unless the Exchange Act Commission will not accept such a filing), and, unless the foregoing have been so filed and made publicly publically available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of Notes, within five Business Days of filing, or attempting to file, the Notessame with the Commission:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon 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 Commission on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a).
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company.
(c) Any and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner any information or report required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing or filing such information or report as contemplated by this Section 4.03 (but without regard to the date on which such information or report is so furnished or filed); provided that such cure shall not otherwise affect the rights of the Holders under Article 6 if principal, premium, if any, and interest have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only only, and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from the information contained therein.
(e) In addition, the Company and the Guarantors shall, for so long as any Notes remain outstanding, furnish to the Holders and Beneficial Owners of the Notes and to securities analysts and prospective investors in the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
Appears in 2 contracts
Samples: Indenture (Global Partners Lp), Indenture (Global Partners Lp)
Reports. (a) Notwithstanding that The Company has filed and will timely file all required forms, reports and documents (including all prospectuses and all registration statements) with the Company may not SEC required to be subject filed by it with respect to all periods commencing on or after January 1, 2004 and through the Effective Time pursuant to the reporting federal securities laws and the SEC rules and regulations thereunder, all of which have complied in all material respects with all applicable requirements of Section 13 or 15(dthe Securities Act of 1933 (the “Securities Act”) of and the Exchange Act, so long as any Notes are outstanding, and the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under promulgated thereunder (the Exchange Act “Company Filings”). None of such forms, reports or documents (including all exhibits and schedules included or incorporated by reference therein, but excluding the financial statements included therein, which are dealt with in the following paragraph), at the time filed (and, unless in the foregoing have been so filed case of registration statements and made publicly availableproxy statements, within five Business Days on the dates of filingeffectiveness and the dates of mailing respectively; and, in the case of any Company Filings amended or attempting to file, the same with the SEC, the Company will furnish superseded by a filing prior to the Trustee anddate of this Agreement, upon its prior requeston the date of such amending or superseding filing), contained any untrue statement of a material fact or omitted to any of the Holders or Beneficial Owners of the Notes:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be state a material fact required to be contained stated therein or necessary in a filing with order to make the SEC on Forms 10-Q and 10-K if statements therein, in light of the Company circumstances under which they were required to file such Formsmade, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon 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. The Company shall at all times comply with TIA § 314(a)not misleading.
(b) The consolidated balance sheets and the related consolidated statements of operations and cash flow (including the related notes thereto) of the Company included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006, present fairly in all material respects the consolidated financial position of the Company as of their respective dates, and the results of consolidated operations and consolidated cash flows for the periods presented therein, all in conformity with GAAP, except as otherwise noted therein. Except as expressly provided in this Agreement, no representation or warranty is made by the Company as to any financial information of the Company or the Subsidiaries, including any financial information made available to Parent in its due diligence investigation of the Company and its Subsidiaries or set forth in the Guarantors shall furnish Confidential Information Memorandum regarding the Company provided to Parent. Without limiting the generality of the foregoing, no representation or warranty is made as to the Holders and Beneficial Owners accuracy, fairness or reasonableness of any projections provided to Parent or the Notesassumptions used in preparing the same, prospective purchasers of or as to the Notes and securities analysts, upon their request, the information, if any, required to likelihood that such projections will be delivered pursuant to Rule 144A(d)(4) under the Securities Actachieved.
(c) If the The Company has designated any of established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its Subsidiaries as Unrestricted consolidated Subsidiaries, then, is made known to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in ManagementCompany’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company principal executive officer and its Restricted Subsidiaries separate from principal financial officer by others within those entities, particularly during the financial condition and results of operations of periods in which the Unrestricted Subsidiariesperiodic reports required under the Exchange Act are being prepared.
(d) Delivery The Company and its Subsidiaries have established and maintained a system of reportsinternal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) (“internal controls”). Such internal controls are designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Company’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of internal controls that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and documents (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. The Company has made available to Parent a summary of any such disclosure made by management to the Trustee Company’s auditors and audit committee since January 1, 2004.
(e) Except as set forth in the Company Filings, there are no outstanding loans or other extensions of credit made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under this Section is for informational purposes only and the Trustee’s receipt Exchange Act) or director of the foregoing shall not constitute constructive notice Company. The Company has not, since the enactment of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act.
(f) Except as set forth in Section 3.06 of the Disclosure Schedule, there are no pending (i) formal or, to the knowledge of the Company, informal investigations of the Company by the SEC, (ii) to the knowledge of the Company, inspections of an audit of the Company’s financial statements by the Public Company Accounting Oversight Board, or (iii) investigations by the audit committee of the Board regarding any complaint, allegation, assertion or claim that the Company or any Subsidiary has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls. The Company will promptly provide to Parent and Merger Sub information contained therein or determinable from information contained thereinas to any such matters that arise after the date hereof.
Appears in 2 contracts
Samples: Merger Agreement (Infousa Inc), Merger Agreement (Opinion Research Corp)
Reports. (a) Notwithstanding that Since January 1, 2004, the Company may not be subject Seller and its subsidiaries have timely filed, and subsequent to the date hereof, will timely file, all reports, registrations and statements, together with any amendments required to be made with respect thereto, that were and are required to be filed with (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q and Forms 8-K (collectively, the ‘‘Seller SEC Reports’’) (and copies of all such Seller SEC Reports have been or will be delivered or otherwise made available by the Seller to the Parent) and (ii) any applicable state securities authorities (except, in the case of state securities authorities, no such representation is made as to filings which are not material) (all such reports, registrations and statements, together with any amendments thereto, are collectively referred to herein as the ‘‘Seller Reports’’) and have paid all fees and assessments due and payable in connection with any of the foregoing. As of their respective dates, the Seller Reports complied and, with respect to filings made after the date of this Agreement, will at the date of filing comply, in all material respects, with all of the statutes, rules and regulations enforced or promulgated by the regulatory authority with which they were filed and did not contain and, with respect to filings made after the date of this Agreement, will not at the date of filing contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller’s subsidiaries is required to file any form, report or other document with the SEC. The Seller has made available to the Parent true and complete copies of all amendments and modifications that have not been filed by the Seller or any subsidiary with the SEC to all agreements, documents and other instruments that previously had been filed by the Seller or any subsidiary with the SEC and are currently in effect.
(b) Seller has (i) designed and maintained disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) to ensure that material information relating to the Seller, including its consolidated subsidiaries, that is required to be disclosed by the Seller in the reports it files under the Exchange Act is made known to its principal executive officer and principal financial officer or other appropriate members of management as appropriate to allow timely decisions regarding required disclosure; (ii) designed and maintained a system of internal control over financial reporting requirements of Section 13 or 15(d(as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, so long including reasonable assurance (A) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (B) regarding prevention or timely detection of any Notes are outstandingunauthorized acquisition, use or disposition of assets that could have a material effect on the Company will file Seller’s financial statements; (iii) with the SEC (unless participation of the SEC will not accept Seller’s principal executive and financial officers, completed an assessment of the effectiveness of the Seller’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2005, and such a filing) for public availability within assessment concluded that such internal controls were effective using the time periods framework specified in the SECSeller’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Annual Report on Forms 10-Q and Form 10-K if the Company were required to file for such Forms, including a “Management’s Discussion year ended; and Analysis of Financial Condition and Results of Operations” and, with respect (iv) to the annual information onlyextent required by applicable Laws, a disclosed in such report thereon or in any amendment thereto any change in the Seller’s internal control over financial reporting that occurred during the period covered by the Company’s certified independent accountants; and
(2) all current reports such report or amendment that would be required has materially affected, or is reasonably likely to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a).
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their requestmaterially affect, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities ActSeller’s internal control over financial reporting.
(c) If Seller has disclosed, based on the Company has designated any most recent quarterly evaluation of its Subsidiaries as Unrestricted Subsidiaries, theninternal control over financial reporting, to the extent Seller’s auditors and audit committee of the Seller board of directors (i) any significant deficiency or material weakness in the design or operation of internal control over financial reporting that is reasonably likely to adversely affect the Seller’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include that involves management or other employees who have a reasonably detailed presentation, either on the face of the financial statements or significant role in the footnotes to the Seller’s internal control over financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiariesreporting.
(d) Delivery of reportsThere are no pending (i) formal or, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt knowledge of the foregoing shall not constitute constructive notice Seller, informal investigations of Seller by the SEC, (ii) to the knowledge of the Seller, inspections of an audit of the Seller’s financial statements by the Public Company Accounting Oversight Boards or (iii) investigations by the audit committee of the Seller board of directors regarding any information contained therein complaint, allegation, assertion or determinable from information contained thereinclaim that the Seller or any the Seller subsidiary has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls.
Appears in 2 contracts
Samples: Merger Agreement (Digitas Inc), Merger Agreement (Digitas Inc)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActCommission, so long as any Notes are outstanding, the Company will file with shall furnish to the SEC (unless the SEC will not accept such a filing) for public availability Holders of Notes within the time periods specified in the SEC’s Commission's rules and regulations under (except as provided in the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes:
next paragraph) (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " and, with respect to the annual information only, a report thereon by the Company’s certified 's independent accountants; and
public accountants and (2ii) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a).
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 1003 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in Management’s 's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
Subsidiaries of the Company. In addition, following consummation of the Exchange Offer, whether or not required by the rules and regulations of the Commission, the Company shall (dexcept as provided in the next paragraph) file a copy of all such information and reports with the Commission for public availability within the time periods specified in the Commission's rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Company shall at all times comply with TIA § 314(a). Delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s 's receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates). Notwithstanding any other provision in this Section 1003, until December 31, 2004, the Company and the Guarantors shall not be required to provide, file or make available financial reports, information, documents or statements that the Company otherwise would have been required to provide, file or make available to the Trustee, the Commission, or any other Person pursuant to this Section 1003 on any date before December 31, 2004."
Appears in 2 contracts
Samples: Supplemental Indenture (Key Energy Services Inc), Third Supplemental Indenture (Key Energy Services Inc)
Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so So long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of cause the NotesTrustee to furnish to the Holders:
(1) within 90 days after the end of each fiscal year of the Company, all quarterly and annual financial and other information with respect to statements of the Company and its Subsidiaries for such fiscal year that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-Form 10 K if the Company were required to file such FormsForm, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” andthat describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, with respect to either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations 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) and a report on the annual information only, a report thereon financial statements by the Company’s certified independent accountants;
(2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, all quarterly financial statements that would be required to be contained in a filing with the SEC on Form 10 Q if the Company were required to file such Form, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations 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); and
(23) within the time periods required for filing such current reports and form as specified in the SEC’s rules and regulations, 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. The Documents filed by the Company shall at all times comply with TIA § 314(a).
(b) The Company and the Guarantors shall furnish SEC via the XXXXX system will be deemed to be furnished to the Holders registered holders at the time such documents are filed. In addition, the Company agrees that, for so long as any Notes remain outstanding, it will use commercially reasonable efforts to hold and Beneficial Owners participate in quarterly conference calls with holders of the Notes, prospective purchasers beneficial owners of the Notes and securities analysts to discuss such financial information no later than ten business days after distribution of such financial information (it being understood that such quarterly conference calls may be the same conference calls as with the Company’s equity investors and analysts). Furthermore, the Company agrees that, at any time it is not subject to Section 13 or Section 15(d) of the Exchange Act, for so long as any Notes remain outstanding, it will furnish to the holders of Notes, any beneficial owner of the Notes, securities analysts and prospective investors, upon their request, the information, if any, information and reports described above and any other information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.
Appears in 2 contracts
Samples: Indenture (CURO Group Holdings Corp.), Indenture (CURO Group Holdings Corp.)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActSEC, so long as any Notes are outstanding, the Company Parent will file with furnish to the SEC (unless Trustee and Holders of the SEC will not accept such a filing) for public availability Notes, within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any rule of the Holders or Beneficial Owners of the NotesSEC with respect to such filings:
(1) all quarterly and annual financial and other information with respect to the Company Parent and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Parent 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 thereon on the annual financial statements by the CompanyParent’s certified independent accountants; and
(2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Parent were required to file such reports; provided that the filing of the foregoing with the SEC for public availability on the SEC’s XXXXX system (or any successor) shall be deemed to satisfy the Parent’s delivery obligation with respect to the foregoing. The Company shall at all times comply with TIA § 314(a).
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph clause (a1) of this Section 4.03(a) shall be accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. At any time that any of the Company’s subsidiaries are Unrestricted Subsidiaries, then the annual and quarterly financial information required by this Section 4.03 shall will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations, ,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(d) Subsidiaries of the Company. Delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing 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 Officers’ Certificates).
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes and to 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.
Appears in 2 contracts
Samples: Indenture (Jones Energy, Inc.), Indenture (Jones Energy, Inc.)
Reports. (a) Notwithstanding that the The Company may not be subject shall furnish to the reporting requirements Trustee and, upon request, to Holders, beneficial owners and prospective investors a copy of Section 13 or 15(d) all of the Exchange Act, so long as any Notes are outstanding, the Company will file with the SEC information and reports referred to in clauses (unless the SEC will not accept such a filingi) for public availability and (ii) below within the time periods specified in the SECCommission’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notesregulations:
(1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be is required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such FormsK, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent accountants; and
(2ii) all current reports that would be are required to be filed with the SEC Commission on Form 8-K K. Whether or not required by the Commission, the Company shall comply with the periodic reporting requirements of the Exchange Act and shall file the reports specified in Section 4.03(a)(i) and Section 4.03(a)(ii) with the Commission within the time periods specified above unless the Commission shall not accept such a filing. The Company agrees that it shall not take any action for the purpose of causing the Commission not to accept any such filings. If, notwithstanding the foregoing, the Commission shall not accept the Company’s filings for any reason, the Company shall post the reports referred to in the preceding paragraph on its website within the time periods that would apply if the Company were required to file such reports. The Company shall at all times comply those reports with TIA § 314(a)the Commission.
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations, ,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Company’s Unrestricted Subsidiaries.
(c) The Issuers and the Guarantors, for so long as any Notes remain outstanding, shall furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(d) Delivery of such reports, information and documents to the Trustee under pursuant to the provisions of this Section 4.03 is for informational purposes only and the Trustee’s receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
Appears in 2 contracts
Samples: Indenture (Windstream Services, LLC), Indenture (Windstream Services, LLC)
Reports. (a) Notwithstanding that Whether or not required by the Commission, so long as any Notes are Outstanding, the Company may not be will furnish to the Holders of Notes and the Trustee, within the time periods specified in the Commission’s rules and regulations for a company subject to the reporting requirements of under Section 13 13(a) or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon 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 Commission on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a).
(b) In addition, whether or not required by the Commission, the Company will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the Commission’s rules and regulations for a company subject to reporting under Section 13(a) or 15(d) of the Exchange Act (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. Notwithstanding the foregoing, to the extent the Company files the information and reports referred to in clauses (1) and (2) above with the Commission and such information is publicly available on the Internet, the Company shall be deemed to be in compliance with its obligations to furnish such information to the Holders of the Notes and to make such information available to securities analysts and prospective investors. The Company will not take any action for the purpose of causing the Commission not to accept any such filings. If, notwithstanding the foregoing, the Commission will not accept the Company’s filings for any reason, the Company will post the reports referred to in clauses (1) and (2) above on its website within the time periods that would apply if the Company were required to file those reports with the Commission.
(c) In addition, for so long as any Notes remain Outstanding, the Company and the Guarantors shall will furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and to securities analystsanalysts and prospective investors, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under of the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(d) Delivery of any reports, information and documents by the Company or Guarantors to the Trustee under pursuant to the provisions of this Section 4.03 is for informational purposes only and the Trustee’s receipt of the foregoing same shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or any Guarantor’s compliance with any of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
Appears in 2 contracts
Samples: Fourth Supplemental Indenture (TreeHouse Foods, Inc.), First Supplemental Indenture (TreeHouse Foods, Inc.)
Reports. (a1) Notwithstanding that For so long as the Company may not be subject is required, pursuant to any of the respective indentures governing any outstanding series of the Existing Notes, to submit reports to the reporting requirements of Section 13 or 15(d) of Commission, the Exchange Act, Company shall (for so long as any Notes are remain outstanding) file (or furnish, as the Company will file case may be) with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules Commission and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any Holders of the Holders or Beneficial Owners of Notes and the NotesTrustee:
(1i) all quarterly and within 120 days after the end of each fiscal year, annual financial and other information with respect to reports on the Company and its Subsidiaries that would be required to be contained in a filing with Commission’s Form 20-F or Form 40-F, as applicable, or any successor form; and
(ii) (a) within 45 days after the SEC end of each of the first three fiscal quarters of each fiscal year, reports on Forms the Commission’s Form 10-Q Q, or any successor form, or (b) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, reports on the Commission’s Form 6-K, or any successor form, which, in each case, regardless of applicable requirements, shall, at a minimum, contain unaudited interim financial statements and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect ”. Each such report shall be deemed to be delivered to the Holders of the Notes and the Trustee if the Company either files (or furnishes, as the case may be) such report with the Commission through the Commission’s EXXXX database (or successor database thereto), posts such report on its public website or furnishes such report to the Trustee.
(2) If the Company is no longer required under any of the respective indentures governing any outstanding series of the Existing Notes, applicable law or otherwise to file or furnish such reports with the Commission and no longer does so, the Company shall instead furnish to the Holders of the Notes and the Trustee:
(i) within 120 days after the end of each fiscal year, annual information only, a report thereon by the Company’s certified independent accountantsaudited financial statements; and
(2ii) all current reports that would within 60 days after the end of each of the first three fiscal quarters of each fiscal year, unaudited interim financial statements; in each case together with a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Each such report which shall be required deemed to be filed with delivered to the SEC on Form 8-K Holders of the Notes and the Trustee if the Company were required furnishes such reports to file such reports. The Company shall at all times comply with TIA § 314(a)the Trustee or posts them on its public website.
(b3) The For so long as (i) the Notes are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the 1933 Act, and (ii) the Company and is neither subject to Section 13 or 15(d) of the Guarantors shall furnish Exchange Act, nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, to make available to Holders and Beneficial Owners beneficial owners of the Notes, and to prospective purchasers of the such Notes and securities analystsdesignated by such Holders, upon their requestthe request of such Holders, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act1933 Act to permit compliance with Rule 144A in connection with resales of the Notes.
(c4) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations, ,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt Subsidiaries of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained thereinCompany.
Appears in 2 contracts
Samples: Indenture (Quebecor Media Inc), Indenture (Quebecor Media Inc)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act andregulations, and upon request, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with already available on the SEC’s XXXXX filing system, the Company will furnish (without exhibits) to the Trustee and, upon its prior request, for delivery to any of the Holders or Beneficial Owners of the Notes:
(1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “Management’s Discussion discussion and Analysis analysis of Financial Condition financial condition and Results results of Operationsoperations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent accountantsauditors; and
(2ii) 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. The Company shall at all times comply with TIA § 314(a).
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners If as of the Notesend of any such quarterly or annual period referred to in Section 4.18(a), prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, then the Company shall deliver (promptly after such SEC filing referred to in Section 4.18(a)) to the extent material, Trustee for delivery to the Holders of the Notes quarterly and annual financial information required by paragraph (aSection 4.18(a) of this Section 4.03 shall as revised to include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in “Management’s Discussion discussion and Analysis analysis of Financial Condition financial condition and Results results of Operations, operations,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company.
(dc) Delivery of reportsSo long as any Notes remain outstanding, information and documents the Issuers shall furnish to the Trustee Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained thereinSecurities Act.
Appears in 2 contracts
Samples: Indenture (Atlas Pipeline Partners Lp), Indenture (Atlas Pipeline Holdings, L.P.)
Reports. (a) Notwithstanding that Whether or not the Company may not be is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with provide the SEC Trustee and the Holders of Notes within fifteen (unless 15) Business Days after filing, or in the SEC will not accept event no such a filingfiling is made or required, within fifteen (15) for public availability within Business Days after the end of the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notesthose sections with:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information financial statements only, a report thereon 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. The provided that the foregoing delivery requirements will be deemed satisfied if the foregoing materials are available on the SEC’s XXXXX system or on the Company’s website within the applicable time period specified above (provided that if posted to a secure internet portal, the Company shall at all times comply will separately electronically deliver such reports to the Trustee). For the avoidance of doubt, the foregoing delivery requirements will be deemed satisfied by filings with TIA § 314(a)the SEC that are made jointly by Holdings and the Company.
(b) The In addition, following the earlier of (x) the Issue Date or (y) the consummation of the Exchange Offer whether or not required by the SEC, the Company shall, if the SEC will accept the filing, file a copy of all of the information and reports referred to in clauses (1) and (2) of the Guarantors preceding clause (a) with the SEC for public availability within the time periods specified in the SEC’s rules and regulations.
(c) For so long as any of the Notes remain outstanding and constitute “restricted securities” under Rule 144, the Company shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analystsprospective investors, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(cd) If Notwithstanding anything herein to the contrary, the Company has designated shall not be deemed to have failed to comply with any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) provision of this reporting covenant for purposes of Section 4.03 shall include 6.01(4) hereof as a reasonably detailed presentation, either on the face result of the financial statements late filing or in provision of any required information or report until 90 days after the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiariesdate any such information or report was due.
(de) Delivery of reports, information and documents referred to above, to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
Appears in 2 contracts
Samples: Indenture (MGM Growth Properties Operating Partnership LP), Indenture (MGM Growth Properties Operating Partnership LP)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActCommission, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) Commission for public availability within the time periods specified in the SECCommission’s rules and regulations under the Exchange Act and, (unless the foregoing have been so filed Commission will not accept such a filing), and made publicly availablethe Company will, within five Business Days of after filing, or attempting to file, the same with the SECCommission, the Company will (a) furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of Notes and (b) post on its website or otherwise make available to prospective purchasers of the Notes:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent registered public accountants; and
(2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company were required to file such reports. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports, including Section 3-10 of Regulation S-X, if the Company is not then subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. The availability of the foregoing information or reports on the SEC’s website will be deemed to satisfy the foregoing delivery requirements. The Company shall will at all times comply with TIA § §314(a).
(b) The Any and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner a report or certification required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing or filing such report or certification as contemplated by this Section 4.03 (but without regard to the date on which such report or certification is so furnished or filed); provided that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if the principal, premium, if any, and interest have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(c) For so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by paragraph (a) of this Section 4.03, the Issuers and the Guarantors shall will furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and to securities analystsanalysts and prospective investors, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(d) Delivery of reports, information and documents to the Trustee under this Section 4.03 is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.
Appears in 2 contracts
Samples: Indenture (Exterran Partners, L.P.), Indenture (Exterran Partners, L.P.)
Reports. (a) Notwithstanding that At any time on or after November 11, 2002, whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with shall furnish to the SEC (unless the SEC will not accept such a filing) for public availability Holders of Notes, within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notesregulations:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon 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. The Company shall at all times comply with TIA § 314(a).
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by the preceding paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company. In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, whether or not required by the SEC, the Company shall file a copy of all of the information and reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Company shall at all times comply with TIA § 314(a).
(db) Delivery of reportsFor so long as any Notes remain outstanding, information the Company and documents the Guarantors shall furnish to the Trustee Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained thereinSecurities Act.
Appears in 2 contracts
Samples: Indenture (Johnson Polymer Inc), Indenture (Johnson Polymer Inc)
Reports. (a) Notwithstanding that Whether or not the Company may not be is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, so long as any Notes are outstandingto the extent not prohibited by the Exchange Act, the Company will file with make available to the Trustee and the Holders of the Notes without cost to any Holder, the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC (unless may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the SEC will not accept such Exchange Act and applicable to a filing) for public availability U.S. corporation within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes:
(1) all quarterly and annual financial and other information therein with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon 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. The Company shall at all times comply with TIA § 314(a)an accelerated filer.
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to then the extent material, the quarterly and annual financial information required by paragraph (aSection 4.03(a) of this Section 4.03 shall above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company.
(c) For so long as any of the Notes remain outstanding and constitute “restricted securities” under Rule 144, the Company will furnish to the Holders of the Notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(d) Delivery of reports, information and documents The Company shall be deemed to have furnished such reports to the Trustee under this Section is for informational purposes only and the TrusteeHolders of Notes if it has filed such reports with the SEC using the EXXXX filing system or on the Company’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained thereinwebsite and such reports are publicly available.
Appears in 2 contracts
Samples: Indenture (Ultra Petroleum Corp), Indenture (Ultra Petroleum Corp)
Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with shall provide to the SEC (unless Trustee and the SEC will not accept such a filing) for public availability registered Holders of the Notes, within 15 days of the applicable time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notesrelevant forms:
(1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such FormsForms (but without any requirement to provide separate financial statements of any Subsidiary of the Company), including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent accountantsregistered public accounting firm; and
(2ii) 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. The Company ; provided, however, that to the extent such reports described in clauses (i) or (ii) are filed with the SEC and publicly available, such reports shall at all times comply with TIA § 314(a).
(b) The Company and the Guarantors shall furnish have been deemed to have been provided to the Holders and Beneficial Owners of no additional copies need to be provided to the NotesHolders; however, copies will still be delivered to the Trustee. In addition, the Company shall furnish or otherwise make available to the Holders and to prospective purchasers of the Notes and securities analystsdesignated by such Holders, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, Act to the extent material, such Notes constitute “restricted securities” within the quarterly meaning of the Securities Act. The Company shall maintain a website to which all of the reports and annual financial information press releases required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on 3.2(a) are posted (unless such reports are otherwise filed with the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSEC).
(d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.
Appears in 2 contracts
Samples: Indenture (FedNat Holding Co), Indenture (FEDERATED NATIONAL HOLDING Co)
Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will make publicly available on its website or file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the NotesAct:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon 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. The , except to the extent the Company shall at all times comply with TIA § 314(a)reasonably determines such report would not be material to investing in debt securities.
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
Appears in 2 contracts
Samples: Indenture (Chesapeake Midstream Partners Lp), Indenture (Chesapeake Midstream Partners Lp)
Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActSince April 14, so long as any Notes are outstanding1994, the Company will file has filed (i) all SEC Reports required to be filed by it with the SEC Commission and (unless the SEC will not accept such a filingii) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be have filed all other Reports required to be contained filed by any of them with any other Governmental Authorities, including state securities administrators, except where the failure to file any such Reports could not reasonably be expected to have a Material Adverse Effect on the Company. Such Reports, including all those filed after the date of this Plan and prior to the Effective Time, (x) were prepared in a filing all material respects in accordance with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis requirements of Financial Condition and Results of Operations” andapplicable Law (including, with respect to SEC Reports, the annual information onlySecurities Act and the Exchange Act, as the case may be, and the applicable Regulations of the Commission thereunder) and (y), in the case of the SEC Reports, did not at the time they were filed contain any untrue statement of a report thereon by the Company’s certified independent accountants; and
(2) all current reports that would be material fact or omit to state a material fact required to be filed with stated therein or necessary in order to make the SEC on Form 8-K if statements therein, in the Company light of the circumstances under which they were required to file such reports. The Company shall at all times comply with TIA § 314(a)made, not misleading.
(b) The Company Consolidated Financial Statements and any consolidated financial statements of the Company (including any related notes thereto) contained in any SEC Reports filed by the Company with the Commission after the date of this Plan (i) have been or will have been prepared in accordance with the published Regulations of the Commission and in accordance with GAAP (except (A) to the extent required by changes in GAAP and (B), with respect to the SEC Reports filed by the Company prior to the date of this Plan, as may be indicated in the notes thereto) and (ii) fairly present the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the Guarantors shall furnish to consolidated results of their operations and cash flows for the Holders periods indicated (including, in the case of any unaudited interim financial statements, reasonable estimates of normal and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Actrecurring year-end adjustments).
(c) If the Company has designated any of its Subsidiaries Except as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (aset forth in Section 4.07(c) of this Section 4.03 shall include a reasonably detailed presentationthe Company's Disclosure Letter, either on the face of the financial statements there exist no liabilities or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations obligations of the Company and its Restricted Subsidiaries separate from that are Material to the Company, whether accrued, absolute, contingent or threatened, and that would be required to be reflected, reserved for or disclosed under GAAP in consolidated financial condition and results of operations statements of the Unrestricted Subsidiaries.
Company as of and for the period ended on the date of this representation and warranty, other than (di) Delivery liabilities or obligations that are adequately reflected, reserved for or disclosed in the Company's Consolidated Financial Statements, (ii) liabilities or obligations incurred in the ordinary course of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt business of the foregoing shall not constitute constructive notice Company since March 31, 1997 and (iii) liabilities or obligations the incurrence of any information contained therein or determinable from information contained thereinwhich is permitted by Section 6.02(a).
Appears in 2 contracts
Samples: Merger Agreement (Numar Corp), Merger Agreement (Halliburton Co)
Reports. (a) Notwithstanding The Company shall file with the Trustee, within 15 days after the time of filing with the Commission, copies of the reports, information and other documents (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) that the Company may is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act. If the Company is not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long the Company shall file with the Commission and the Trustee all such reports, information and other documents as it would be required to file if it were subject to the requirements of Section 13 or 15(d) of the Exchange Act; provided, that the Company shall not be in default of the provisions of this Section 4.3 for any failure to file reports with the Commission solely by refusal by the Commission to accept the same for filing. The Company shall deliver (or cause the Trustee to deliver) copies of all reports, information and documents required to be filed with the Trustee pursuant to this Section 4.3 to the Holders at their addresses appearing in the register of Notes are outstandingmaintained by the Registrar. The Company shall also comply with the provisions of TIA ss. 314(a).
(b) If the Company is required to furnish annual, quarterly or current reports to its stockholders pursuant to the Exchange Act, the Company will file shall cause any annual, quarterly, current or other financial report furnished by it generally to its stockholders to be filed with the SEC (unless Trustee and mailed to the SEC will not accept such a filing) for public availability within the time periods specified Holders at their addresses appearing in the SEC’s rules and regulations under register of Notes maintained by the Registrar. If the Company is not required to furnish annual, quarterly or current reports to its stockholders pursuant to the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SECAct, the Company will furnish to shall cause the Trustee and, upon its prior request, to any financial statements of the Holders or Beneficial Owners of the Notes:
(1) all quarterly and annual financial and other information with respect to the Company and its consolidated Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q (and 10-K similar financial statements for all unconsolidated Subsidiaries, if the Company were required to file such Formsany), including any notes thereto (and, with respect to annual reports, an auditors' report by an accounting firm of established national reputation), and a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” and, with respect ," comparable to the annual information only, a report thereon by the Company’s certified independent accountants; and
(2) all current reports that which would be have been required to appear in annual or quarterly reports filed under Section 13 or 15(d) of the Exchange Act to be so filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a).
(b) The Company Trustee and the Guarantors shall furnish mailed to the Holders and Beneficial Owners promptly, but in any event, within 90 days after the end of each of the Notes, prospective purchasers fiscal years of the Notes Company and securities analysts, upon their request, within 45 days after the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under end of each of the Securities Actfirst three quarters of each such fiscal year.
(c) If So long as is required for an offer or sale of the Notes to qualify for an exemption under Rule 144A, the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries(and the Guarantors) shall, thenupon request, to provide the extent material, the quarterly and annual financial information required by paragraph clause (ad)(4) thereunder to each Holder and to each beneficial owner and prospective purchaser of this Section 4.03 shall include a reasonably detailed presentation, either on the face Notes identified by any Holder of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSecurities.
(d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.
Appears in 2 contracts
Samples: Indenture (Atlantic Express Transportation Corp), Indenture (Atlantic Express Transportation Corp)
Reports. (a) Notwithstanding that the Company may not be required to remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will shall file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notesset forth below:
(1i) within 90 days after the end of each fiscal year, all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing an annual report on Form 10-K, or any successor or comparable form, filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such FormsSEC, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to section and a report on the annual information only, a report thereon financial statements by the Company’s certified independent accountantsregistered public accounting firm;
(ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, all financial information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section; and
(2iii) within 5 days after the applicable number of days specified in the SEC’s rules and regulations, all current reports that would be required to be filed with the SEC on Form 8-K K, or any successor or comparable form, if the Company were required to file such reports. The Company shall at , in each case in a manner that complies in all times comply material respects with TIA § 314(a)the requirements specified in such form.
(b) The Notwithstanding Section 4.2(a), the Company shall not be obligated to file such reports with the SEC if the SEC does not permit such filing, so long as the Company provides such information to the Trustee and the Guarantors shall furnish to the Holders and Beneficial Owners makes available such information to prospective purchasers of the Notes, in each case at the Company’s expense and by the applicable date the Company would be required to file such information pursuant to the preceding paragraph. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Company shall furnish to Holders and to securities analysts and prospective purchasers of the Notes and securities analystsNotes, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The reports required by this covenant need not include any separate financial statements of Subsidiary Guarantors or information required by Rule 3-10 or 3-16 of Regulation S-X (or any successor regulation). The requirements set forth in this Section 4.2(b) and in Section 4.2(a) may be satisfied by posting copies of such information on a website (which may be nonpublic and may be maintained by the Company or a third party) to which access is given to the Trustee, Holders and prospective purchasers of the Notes. The Trustee shall have no responsibility whatsoever to determine if such filings have been made. Reports by the Company or Subsidiary Guarantors delivered to the Trustee should be considered for informational purposes only and the Trustee shall not be deemed to have constructive notice of any information contained, or determinable from information contained, in any reports referred to above, including the Company’s compliance with any of its covenants in this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
(c) If any of the Company’s Subsidiaries is not a Subsidiary Guarantor and such Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary for any fiscal year, on an annual basis within the time period specified in Section 4.2(a) for annual reports, the Company has designated any of its Subsidiaries as Unrestricted Subsidiariesshall provide in the annual report for such fiscal year or in a report filed or furnished on Form 8-K (or posted, thenif applicable), to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of with respect to such Subsidiaries that are not Subsidiary Guarantors collectively consistent with the financial statements or information included in the footnotes Offering Memorandum with respect to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiariesthat are not Subsidiary Guarantors.
(d) Delivery In the event that any direct or indirect parent company of reportsthe Company becomes a guarantor of the Notes, information and documents to the Trustee Company may satisfy its obligations under this Section is 4.2 to provide consolidated financial information of the Company by furnishing consolidated financial information relating to such parent; provided that (i) such financial statements are accompanied by consolidating financial information for informational purposes only such parent and the Trustee’s receipt Company in the manner prescribed by the SEC or (ii) such parent is not engaged in any business in any material respect other than such activities as are incidental to its ownership, directly or indirectly, of the foregoing shall not constitute constructive notice Capital Stock of any information contained therein or determinable from information contained thereinthe Company.
Appears in 2 contracts
Samples: Indenture (MSCI Inc.), Indenture (MSCI Inc.)
Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will provide the Trustee with such annual and quarterly reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such information, documents and reports to be so long as any Notes are outstandingprovided at the times specified for the filing of such information, documents and reports under such Sections. Notwithstanding the foregoing, the Company will file with not be required to furnish any information required by Rule 3-05, 3-09 or 3-10 of Regulation S-X. The financial statements, information and other documents required to be provided as described above may be those of (i) the SEC Company or (unless ii) any direct or indirect parent of the SEC will not accept Company; provided that, if the financial information so delivered relates to such a filing) for public availability within direct or indirect parent of the time periods specified Company, and such parent conducts, transacts or engages in any material business or operations other than its direct or indirect ownership of all of the SEC’s rules Equity Interests in, and regulations under its management, of the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to fileCompany, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon is accompanied 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. The Company shall at all times comply with TIA § 314(a).
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentationdescription of the quantitative differences between the information relating to such parent, either on the face of one hand, and the financial statements or in the footnotes information relating to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from on a standalone basis, on the financial condition other hand. The Company will not be required to provide the Trustee with any such information, documents or reports that are filed with the SEC and results of operations of the Unrestricted Subsidiaries.
(d) Delivery of reports, Trustee shall have no responsibility whatsoever to determine if such reports and information and documents have been filed with the SEC or to monitor the Company’s filings. Notwithstanding anything herein to the contrary, the Company will not be deemed to have failed to comply with any of its obligations hereunder for purposes of Section 6.1(5) until 120 days after the date any report hereunder is due. Any such reports delivered or filed by the Company with the Trustee under this Section is shall be considered for informational purposes only and the Trustee’s receipt of the foregoing such reports shall not constitute constructive notice or actual knowledge of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).
Appears in 2 contracts
Samples: Indenture (WillScot Mobile Mini Holdings Corp.), Indenture (WillScot Corp)
Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActCommission, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, (unless the foregoing have been so filed SEC will not accept such a filing), and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of Notes, within five Business Days of filing, or attempting to file, the Notessame with the SEC:
(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries reports that would be required to be contained in a filing filed with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such Formsreports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information report only, a report thereon on the Company’s 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 Commission on Form 8-K if the Company were required to file such reports. The availability of the foregoing reports on the SEC’s XXXXX filing system will be deemed to satisfy the foregoing delivery requirements. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. The Company shall will at all times comply with TIA § §314(a).
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (aSection 4.03(a) of this Section 4.03 shall will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(c) Any and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner a report or other information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing or filing such report or other information as contemplated by this Section 4.03 (but without regard to the date on which such report or other information is so furnished or filed); provided that such cure shall not otherwise affect the rights of the Holders or the Trustee under Article 6 hereof if the principal, premium, if any, and interest have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(d) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and Beneficial Owners of the Notes and to securities analysts and prospective investors in the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(e) Delivery of the foregoing information, reports or certificates or any annual reports, information information, documents and documents other reports to the Trustee under this Section is for informational purposes only only, and the Trustee’s receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
Appears in 2 contracts
Samples: Indenture (Legacy Reserves Inc.), Indenture (Legacy Reserves Lp)
