Information and Inspection Rights. The Company shall permit, and shall cause each of its Subsidiaries to permit, the Purchaser, its representatives or any independent auditor or legal counsel appointed by the Purchaser, during normal business hours following reasonable notice by the Purchaser to the Company, to (i) visit and inspect any of the properties of the Company or any of its Subsidiaries, (ii) examine the books of account and records of the Company or any of its Subsidiaries, and (iii) discuss the affairs, finances and accounts of the Company or any of its Subsidiaries with the directors, officers, and management employees of the Company or any of its Subsidiaries.
Information and Inspection Rights. In the case of (x) Sections 7.1(a), 7.1(b) and 7.1(c), for so long as the Investor either (i) meets the 5% Threshold or (ii) both meets the 2.5% Threshold and is an Offtaker, (y) in the case of Section 7.1(d), for so long as the Investor must account for under the equity method under U.S. GAAP, and (z) and in the case of Section 7.1(e), for so long as the Investor or any of its Affiliates is a shareholder of the Corporation, the Corporation shall provide the Investor, its designees and its Representatives with reasonable access upon reasonable notice during normal business hours, to:
(a) provide the Investor, its designees and its Representatives with reasonable access, upon reasonable notice during normal business hours, to the Corporation's and its Subsidiaries' books and records and executive management so that the Investor may conduct reasonable inspections, investigations and audits relating to the Corporation and its Subsidiaries, including as to the internal accounting controls and operations of the Corporation and its Subsidiaries;
(b) allow the Investor, its designees and its Representatives, upon reasonable notice during normal business hours, to conduct a minimum of four (4) site visits per year at the Corporation's and its Subsidiaries' properties;
(c) deliver to Investor, forthwith following receipt thereof, a copy of any notice, letter, correspondence or other communication from a Governmental Entity or any litigation proceedings or filings involving the Corporation, in each case, in respect of the Corporation's potential, actual or alleged material violation of any and all Laws applicable to the business, affairs and operations of the Corporation and its Subsidiaries anywhere in the world, and any responses by the Corporation in respect thereto;
(d) for the quarter ended June 30, 2023 and subsequent reporting periods, deliver to the Investor, as promptly as practicable following the end of each fiscal quarter and fiscal year, an unaudited reconciliation of the Corporation's quarterly publicly issued financial statements with respect to such fiscal quarter and audited reconciliation of the Corporation's annually publicly issued financial statements with respect to such fiscal year to U.S. GAAP, if it was reasonably determined by the Investor in consultation with its auditor, that this information is necessary for the Investor's financial reporting, accounting or tax purposes; and
(e) deliver to Investor, as promptly as practicable, such infor...
Information and Inspection Rights. (a) The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Preferred Holder holds any Preferred Shares, the Company will deliver to such Preferred Holder:
(i) audited annual consolidated financial statements of the Group prepared and delivered by a “Big 4” accounting firm within ninety (90) days after the end of each fiscal year;
(ii) unaudited quarterly consolidated financial statements of the Group within thirty (30) days of the end of each fiscal quarter;
(iii) unaudited monthly consolidated financial statements and individual standard accounts of the Group within fifteen (15) days of the end of each month;
(iv) a monthly management report in the form of Schedule 9 hereto within 20 days after the end of each month;
(v) an annual budget for the Group within thirty (30) days prior to the end of each fiscal year;
(vi) copies of all documents or other information sent to any Shareholder;
(vii) upon the written request by the Preferred Holder, such other information as the Preferred Holder shall reasonably request within seven (7) days following receipt by the Company of notice from the Preferred Holder requesting such information, unless the Company demonstrates to the reasonable satisfaction of the Preferred Holder that more than seven (7) days is required to produce such information, in which case, within a reasonable period of time following receipt of such notice from the Preferred Holder; provided, that the Preferred Holder agrees to keep confidential any information so obtained and that the Preferred Holder may be excluded from access to any material, records or other information if the Company is restricted from making such disclosure in accordance with applicable laws or pursuant to a bona fide agreement with a third party or if such disclosure will jeopardize any attorney-client privilege of the Company;
(viii) full details of any progress in the Company planned initial public offering involving all or part of the Group’s business;
(ix) prompt notification of any withdrawal of any loan or credit facility of any Group Member in the ordinary course of business but exceeding $5,000,000 or loan or credit facility of any Group Member not occurring in the ordinary course of business and such Group Member’s efforts to restore the foregoing withdrawn loan or credit facility;
(x) prompt notification of any material litigation or any circumstance that would reasonably likely to give rise to any material litigation...
Information and Inspection Rights. The Company covenants and agrees with each Investor that, commencing on the date of this Agreement, for so long as an Investor does not dispose of (by way of sale) more than 30% of the voting, convertible, redeemable Series A preferred shares of the Company (the “Series A Shares”) held by it as at the date of this Agreement and the ordinary shares of the Company (the “Ordinary Shares”) issuable upon conversion of such Series A Shares, the Company shall deliver to that Investor:
(a) audited annual consolidated financial statements, within ninety (90) Business Days after the end of each fiscal year of the Company ending September 30, prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) or International Financial Reporting Standards (“IFRS”) to be determined by the Ordinary Shareholders at their discretion and applied on a consistent basis and audited by a “Big 4” accounting firm of the Company’s choice;
(b) unaudited monthly consolidated financial statements (containing a profit and loss statement, balance sheet and cash flow statement), within thirty (30) Business Days of the end of each month, certified by the Chief Financial Officer or Financial Controller of the Company, which shall contain a reasonably detailed financial reporting in an agreed format setting forth (i) the Company’s actual results, in each case as determined in accordance with U.S. GAAP or IFRS to be determined by the Ordinary Shareholders at their discretion, (ii) target numbers in the consolidated net revenues of the Company (“Consolidated Net Revenues”) as set forth in the Financial Plan (as defined below) then in effect with respect to the relevant month and (iii) target numbers for Consolidated Net Revenues for the following twelve (12)-month period;
(c) an annual consolidated financial and business plan and operating plan and budget for the following fiscal year that has been approved by the Company’s board of directors (the “Board”) including the approval of both Investor Appointed Directors (as defined below) (the “Financial Plan”), within thirty (30) days prior to the end of each fiscal year;
(d) a report comparing the Financial Plan to the annual and monthly financial reports required under Sections 1.1(a) and 1.1(b) to be delivered to the Investor in a format that is reasonably satisfactory to the Investors within a reasonable time after the annual and monthly financial reports are delivered; and
(e) copies of all documents or...
Information and Inspection Rights. The rights of an Investor under Section 1 hereof may be assigned only to a party who acquires from an Investor (or an Investor’s permitted assigns) the number of shares of Preferred Stock and/or an equivalent number (on an as-converted basis) of shares of Conversion Stock that is required in order to be entitled to information or inspection rights under Section 1.1 or 1.2 hereof, respectively.
Information and Inspection Rights. 2.1 Information and Inspection Rights (Pre-Qualified IPO).
Information and Inspection Rights. The Company shall provide any Major Investor owning Company capital stock representing twenty percent (20%) or more of the outstanding voting power of the Company with all of the information, documents and access to employees or directors as reasonably requested by such Major Investor to prepare and timely file all regulatory filings, which include, but is not limited to, the following list within the specified time frames, as may be reasonably revised from time to time by notice from the Major Investor in accordance with the provisions of Section 5.6; provided, that the Board of Directors has not reasonably determined that such Major Investor is a competitor of the Company; provided, further, Arrowhead is not deemed to be, and will not be deemed to be, a competitor of the Company (i) so long as it owns capital stock representing in excess of fifty percent (50%) of the outstanding voting power of the Company, or (ii) by virtue of its incubation funding or management of companies engaged in therapeutics:
(a) The Company shall deliver to each such Major Investor as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company, a balance sheet and income statement as of the last day of such year; a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with GAAP, (except that the financial report may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto which may be required in accordance with GAAP) and audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) The Company shall deliver to each such Major Investor as soon as practicable, but in any event within thirty (30) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited income statement, schedule as to the sources and application of funds for such fiscal quarter, an unaudited balance sheet and a statement of stockholder’s equity as of the end of such fiscal quarter;
(c) The Company shall deliver to each such Major Investor as soon as practicable, but in any event within thirty (30) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stoc...
Information and Inspection Rights. The Company shall furnish to each Stockholder that, together with its Affiliates, owns at least 5% of the outstanding Common Shares such information regarding the business, affairs, prospects and financial condition of the Company and its Subsidiaries as such Stockholder may reasonably request and shall permit such Stockholder or any of its designated representatives to examine the books and records of the Company and its Subsidiaries (and to make copies thereof and extracts therefrom), and to inspect their respective facilities.
Information and Inspection Rights. (i) For so long as the Purchaser, together with its Affiliates, collectively, beneficially own at least the Minimum Shares, the Company shall provide the Purchaser with the following information:
A. to the extent and for so long as the Company is required by law or pursuant to the terms of any outstanding indebtedness of the Company to prepare such reports, any annual reports, quarterly reports and other periodic reports pursuant to Section 13 or 15(d) of the Exchange Act actually prepared by the Company as soon as available (provided, that any such reports shall be deemed to have been provided when such reports are publicly available via the SEC’s XXXXX system or any successor to the XXXXX system); and
B. unaudited quarterly (within forty-five (45) days of the end of each quarter or, if not then available, as soon as available thereafter) and audited (by a nationally recognized accounting firm) annual (within ninety (90) days of the end of each year or, if not then available, as soon as available thereafter) financial statements prepared in accordance with GAAP, which statements shall include:
a. the consolidated balance sheets of the Company and its Subsidiaries and the related consolidated statements of income, shareholders’ equity (with respect to annual reports only) and cash flows;
b. a comparison to the corresponding data for the corresponding periods of the previous fiscal year; and
c. a narrative descriptive report of the operations of the Company and its Subsidiaries in the form and to the extent prepared for presentation to senior management of the Company for the applicable period and for the period from the beginning of the then current fiscal year to the end of such period. Notwithstanding the foregoing, for so long as the Company is current in providing the reports required by clause (A) above, it shall not be required to comply with this clause (B).
C. the Company’s annual budget for the next fiscal year (as soon as available and in any event at the same time as it is delivered to the Company’s Board of Directors); and
D. semi-annual reports regarding the Company’s execution of its budget for the current fiscal year (as soon as available and in any event at the same time as it is delivered to the Company’s Board of Directors).
(ii) Except as required pursuant to applicable legal, regulatory, governmental or administrative process or proceeding or agreed to by the Company, the Purchaser agrees, and any representative of the Purchaser will ag...
Information and Inspection Rights. The Company shall deliver to each Purchaser that owns at least ___ shares(7) of Class B Stock on a Fully-Diluted Basis (each such Purchaser, an "Inspecting Purchaser") (i) annual audited consolidated balance sheets and the related statements of income and cash flows (or the equivalent) within 60 days after the end of each fiscal year; (ii) unaudited quarterly -------- (7) Number to represent 25% of shares of Class B Stock and Exchangeable Shares issued to each Purchaser in the merger (e.g., 9.375 of 37.5 shares). consolidated balance sheets, related statements of income and cash flows and any other statements routinely prepared and delivered to the Board (the "Unaudited Financials") within 30 days of the end of each fiscal quarter; (iii) monthly Unaudited Financials within 30 days of the end of each month; and (iv) the Annual Operating Budget within 60 days prior to the end of each fiscal year. Each Inspecting Purchaser and its respective agents shall be entitled, during normal business hours, to inspect all of the facilities, properties, books, records, contracts and commitments of the Company and its Subsidiaries and the Company shall make its officers available to the Purchasers and their respective agents, as such may reasonably request from time to time. In addition, the Company shall deliver to each Purchaser copies of the Company's Forms 10-K, 10-Q, 8-K (as filed with the SEC), annual reports to shareholders of the Company and any other schedules, registrations or other statements, forms or reports promptly after such documents are filed with the SEC. The Company shall file all reports required to be filed by it under the Securities Act and the Securities Exchange Act and the rules and regulations adopted by the SEC thereunder.
