Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, the Company will furnish each Major Investor a balance sheet of the Company as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing, which are in good standing with the SEC, selected by the Company’s Board of Directors. The Company shall also furnish drafts copies of such financial statements to each Major Investor within forty-five (45) days after the end of each fiscal year of the Company. (c) The Company will furnish each Major Investor: as soon as practicable after the end of each of the first, second and third quarterly accounting periods in each fiscal year of the Company, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date. The Company will furnish to each Major Investor with reasonable promptness such other data and information as from time to time may be reasonably requested. (d) In the event the Company fails to provide any of the reports or financial statements required by Sections 3.1(b) and (c), any Major Investor may give the Company notice requesting immediate delivery of such reports.
Appears in 1 contract
Sources: Investor Rights Agreement (Pacific DataVision, Inc.)
Basic Financial Information and Reporting. (a) 3.1.1 The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) 3.1.2 As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, the Company will furnish each Major Investor a with an audited consolidated balance sheet of the Company Company, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Company Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and an opinion thereon by independent public accountants of national standing, which are in good standing with the SEC, selected by the Company’s 's Board of Directors. The .
3.1.3 So long as the Series E Investor (with its affiliates) shall own not less than 500,000 Shares of Common or 10,000 Shares of Series E Stock (as adjusted for stock splits and combinations), the Company shall also will furnish drafts copies of such financial statements to each Major the Series E Investor within forty-five (45i) at least thirty (30) days after prior to the end beginning of each fiscal year of the Company.
an annual budget and operating plans for such fiscal year (cand as soon as available, any subsequent revisions thereto); and (ii) The Company will furnish each Major Investor: as soon as practicable after the end of each of the firstmonth, second and third quarterly accounting periods in each fiscal year of the Companyany event within twenty-one (21) days thereafter, a consolidated balance sheet of the Company as of the end of each such quarterly periodmonth, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such period month and for the current fiscal year to date. The , including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
3.1.4 So long as the Series F Investor (with its affiliates) shall own not less than 20,000 Shares of Common or 10,000 Shares of Series F Stock (as adjusted for stock splits and combinations), the Company will furnish to the Series F Investor as soon as practicable after the end of each Major Investor with reasonable promptness such other data fiscal quarter, and information as from time to time may be reasonably requested.
in any event within twenty-one (d21) In the event days thereafter, a consolidated balance sheet of the Company fails to provide any as of the reports or financial statements required by Sections 3.1(b) end of each such quarter, and (c), any Major Investor may give a consolidated statement of income and a consolidated statement of cash flows of the Company notice requesting immediate delivery of for such reportsquarter and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
Appears in 1 contract
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety one hundred twenty (90120) days thereafter, the Company will furnish each Major Investor a consolidated balance sheet of the Company Company, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Company Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing, which are in good standing with the SEC, selected by the Company’s 's Board of Directors. The Company shall also furnish drafts copies of such financial statements to each Major Investor within forty-five (45) days after the end of each fiscal year of the Company.
(c) The Company will furnish each Major Series A Investor and the Series C Investor: , as soon as practicable after the end of each of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five (45) days thereafter, a consolidated balance sheet of the Company as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such period and for the current fiscal year to date. The Company will furnish , prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to each Major Investor with reasonable promptness such other data statements and information as from time to time year-end audit adjustments may be reasonably requestednot have been made.
(d) In the event the Company fails to provide any of the reports or financial statements required by Sections 3.1(b) and (c), any Major Investor may give the Company notice requesting immediate delivery of such reports.
Appears in 1 contract
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety one hundred twenty (90120) days thereafter, to the extent requested by an Investor the Company will furnish each Major Investor a balance sheet of the Company Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing, which are in good standing with the SEC, selected by the Company’s 's Board of Directors. The Company shall also furnish drafts copies of such financial statements to each Major Investor within forty-five (45) days after the end of each fiscal year of the Company.
(c) The Company will furnish each Major Investor: , as soon as practicable after the end of each of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five (45) days thereafter, to the extent requested by such Investor a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date. The Company will furnish , prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to each Major Investor with reasonable promptness such other data statements and information as from time to time year-end audit adjustments may be reasonably requestednot have been made.
(d) In the event the Company fails to provide any of the reports or financial statements required by Sections 3.1(b) and (c), any Major Investor may give the Company notice requesting immediate delivery of such reports.
Appears in 1 contract
Basic Financial Information and Reporting. (aA) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(bB) As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) 45 days thereafter, the Company will furnish each Major Investor Purchaser a consolidated balance sheet of the Company Company, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Company Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing, which are in good standing with the SEC, selected by the Company’s Board of Directors. The Company shall also furnish drafts copies of such financial statements to each Major Investor within forty-five (45) days after the end of each fiscal year of the Companyprinciples.
(cC) The Company will furnish each Major Investor: Purchaser, as soon as practicable after the end of each of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within 30 days thereafter, a consolidated balance sheet of the Company as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such period and for the current fiscal year to date. The Company will furnish to each Major Investor , prepared in accordance with reasonable promptness such other data and information as from time to time may be reasonably requestedgenerally accepted accounting principles.
(d) In the event the Company fails to provide any of the reports or financial statements required by Sections 3.1(b) and (c), any Major Investor may give the Company notice requesting immediate delivery of such reports.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Zitel Corp)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety one hundred twenty (90120) days thereafter, the Company will furnish each Major Investor Demand Holder a consolidated balance sheet of the Company Company, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing, which are in good standing with the SEC, auditors selected by the Company’s 's Board of Directors. The Company shall also furnish drafts copies of such financial statements to each Major Investor within forty-five (45) days after the end of each fiscal year of the Company.
(c) The Company will furnish each Major Investor: Demand Holder, as soon as practicable after the end of each of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within ninety (90) days thereafter, a consolidated balance sheet of the Company as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such period and for the current fiscal year to date. The Company will furnish , prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to each Major Investor with reasonable promptness such other data statements and information as from time to time year-end audit adjustments may be reasonably requestednot have been made.
(d) In the event the Company fails to provide any of the reports or financial statements required by Sections 3.1(b) and (c), any Major Investor may give the Company notice requesting immediate delivery of such reports.
Appears in 1 contract
Sources: Investor Rights Agreement (Firstworld Communications Inc)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its their business transactions pursuant to a system of accounting established and administered in accordance with U.S. generally accepted accounting principles consistently appliedapplied (“GAAP”), and will set aside on its their books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently appliedGAAP.
(b) The Company will maintain a system of internal accounting controls similar to those maintained by corporations of established reputation in the same or similar business.
(c) As soon as reasonably practicable after the end of each fiscal year of the Companyyear, and in any event within ninety (90) calendar days thereafterafter the end of each such fiscal year, the Company will furnish to each Major Investor Holder of at least 2,000,000 shares of Registrable Securities (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) (a “Significant Holder”) a consolidated balance sheet of the Company Company, as at the end of such fiscal year, and a consolidated statement of income and a statement of cash flows of the Company Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report detail and opinion thereon audited and certified by independent public accountants of national standing, which are in good standing with the SEC, selected approved by the Company’s audit committee of the Board of Directors. The Company Directors (which shall also furnish drafts copies be comprised solely of such financial statements to each Major Investor within fortynon-five (45) days after the end of each fiscal year of the Companyemployee directors).
(cd) The Company will furnish each Major Investor: as As soon as reasonably practicable after the end of each of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within thirty (30) calendar days after the end of each such quarter, the Company will furnish to each Significant Holder a consolidated balance sheet of the Company as of the end of each such quarterly period, and a consolidated statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date. , all certified by the Company’s Chief Financial Officer (or, if there is no such officer, the senior employee(s) responsible for the accounting and financial statements of the Company), prepared in accordance with GAAP (with the exception that no notes need be attached to such statements, and year-end audit adjustments may not have been made) and setting forth in each case in comparative form the figures from the corresponding quarter and year-to-date periods of the previous fiscal year and from the Budget and Operating Plan (defined below).
(e) As soon as reasonably practicable after each calendar month, and in any event within thirty (30) calendar days after each such calendar month, the Company will furnish to each Significant Holder a consolidated balance sheet of the Company as of the end of each such monthly period, and a consolidated statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, all certified by the Company’s Chief Financial Officer (or, if there is no such officer, the senior employee(s) responsible for the accounting and financial statements of the Company), prepared in accordance with GAAP (with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made) and setting forth in each case in comparative form the figures from the previous month and from the Budget and Operating Plan.
(f) The Company will furnish to each Major Investor Significant Holder at least thirty (30) calendar days prior to the beginning of each fiscal year a consolidated annual budget and operating plan for such fiscal year (and as soon as available, any subsequent written revisions thereto) which shall be approved by the Board (the “Budget and Operating Plan”), and a statement of income and a statement of cash flows of the Company for the current fiscal year to date, including a comparison to the Budget and Operating Plan figures for such current fiscal period, all certified by the Company’s Chief Financial Officer (or, if there is no such officer, the senior employee(s) responsible for the accounting and financial statements of the Company) and prepared in accordance with reasonable promptness GAAP, with the exception that no notes need be attached to such other data statements and information as from time to time year-end audit adjustments may be reasonably requestednot have been made.
(dg) In addition to the event information required to be reported pursuant to Section 3.14 below, the Company fails shall provide notice of a Reportable Event (as hereinafter defined) as soon as possible and in any event no later than five (5) days following the occurrence of said event to provide any each Significant Holder. The following events shall be “Reportable Events”:
(i) so long as such Significant Holder has a right to designate a member or observer of the reports or financial statements required Board, the receipt by Sections 3.1(b) and (c), any Major Investor may give the Company of an offer to buy a controlling interest in the capital stock of the Company or a significant amount of its assets;
(ii) receipt by the Company of notice requesting immediate delivery of the resignation or, subject to applicable laws, serious illness of the Chief Executive Officer, the President, the Chief Financial Officer or the Chief Operating Officer of the Company;
(iii) the receipt by the Company of a notice that the Company is in default under any loan agreement to which the Company is a party; and
(iv) the existence of any known material default by the Company under this Agreement or any other Transaction Document (as defined in the Purchase Agreement).
(h) The Company shall provide promptly any other information regarding the Company’s business to any Significant Holder that reasonably requests such reportsinformation.
Appears in 1 contract
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As So long as an Investor (together with its affiliates or other investment companies with a common investment adviser) shall own not less than one hundred thousand (100,000) shares of Registrable Securities (as adjusted for stock splits, stock dividends, recapitalizations and the like) (a "MAJOR INVESTOR"), as soon as practicable after the end of each fiscal year of the Company, and in any event within ninety one hundred twenty (90120) days thereafter, the Company will furnish each such Major Investor a an audited consolidated balance sheet of the Company Company, as at the end of such fiscal year, and a an audited consolidated statement of income and a an audited consolidated statement of cash flows of the Company Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case case, in comparative form form, the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing, which are in good standing with the SEC, selected by the Company’s Board of Directors. The Company shall also furnish drafts copies After completion of such financial statements, Investors (other than Major Investors) will be provided a copy of such yearly audited financial statements to each Major Investor within forty-five (45) days after the end of each fiscal year of the Companyupon request.
(c) The Company will furnish each Major Investor: , as soon as practicable after the end of each of the first, second and third quarterly accounting periods in each fiscal year of the Company, a and in any event within forty-five (45) days thereafter, an unaudited consolidated balance sheet of the Company as of the end of each such quarterly period, and a an unaudited consolidated statement of income and a an unaudited consolidated statement of cash flows of the Company for such period and for the current fiscal year to date. The Company will furnish to each Major Investor with reasonable promptness such other data and information as from time to time may be reasonably requested.
(d) In the event the Company fails to provide any of the reports or financial statements required by Sections 3.1(b) and (c), any Major Investor may give the Company notice requesting immediate delivery of such reports.the
Appears in 1 contract
Basic Financial Information and Reporting. (a) The Company will maintain true accurate books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety one hundred twenty (90120) days thereafter, to the extent requested by an Investor the Company will furnish each Major Investor a balance sheet of the Company Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing, which are in good standing with the SEC, selected by the Company’s 's Board of Directors. The Company shall also furnish drafts copies of such financial statements to each Major Investor within forty-five (45) days after the end of each fiscal year of the Company.
(c) The Company will furnish each Major Investor: , as soon as practicable after the end of each of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five (45) days thereafter, to the extent requested by such Investor a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date. The Company will furnish , prepared in accordance with generally accepted accounting principles, but unaudited, with the exception that no notes need be attached to each Major Investor with reasonable promptness such other data statements and information as from time to time year-end audit adjustments may be reasonably requestednot have been made.
(d) In the event the Company fails to provide any So long as an Investor (with its affiliates) shall own not less than five hundred thousand (500,000) shares of the reports or financial statements required by Sections 3.1(b) and Registrable Securities (c), any Major Investor may give the Company notice requesting immediate delivery of such reports.as adjusted for stock splits and
Appears in 1 contract
Sources: Series B 1 Preferred Stock Purchase Agreement (Oryx Technology Corp)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As The Company will furnish to each such Investor, as soon as practicable after the end of each fiscal year of the Company, Company and in any event within ninety (90) days thereafter, the Company will furnish each Major Investor a consolidated balance sheet of the Company as at of the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by a “Big 4” independent public accountants of national standing, which are in good standing with the SEC, accounting firm selected by the Company’s Board of Directors. The Company , and shall also furnish drafts copies of such be certified by the company’s chief financial statements to each Major Investor within forty-five (45) days after the end of each fiscal year of the Companyofficer.
(c) The Company will furnish to each Major such Investor: , as soon as practicable after the end of each of the first, second and third quarterly accounting periods in each fiscal year of the CompanyCompany and in any event within forty-five (45) days thereafter, a consolidated and consolidating balance sheet sheets of the Company as of the end of each such quarterly period, consolidated and a statement consolidating statements of income and a statement consolidated and consolidating statements of cash flows of the Company for such period and for the current fiscal year to date. , prepared in accordance with generally accepted accounting principles and which shall be certified by the Company’s chief financial officer, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) The Company will furnish each Investor (including any group of affiliated or related funds, in the case of an Investor that is a venture capital fund investor) who holds at least ten million Shares (as adjusted for stock splits, stock dividends, recapitalizations and similar events) as soon as practicable after the end of each month, and in any event within thirty (30) days thereafter, consolidated and consolidating balance sheets of the Company as of the end of each such month, and consolidated and consolidating statements of income and consolidated and consolidating statements of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied and which shall be certified by the company’s chief financial officer, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) The Company will furnish to each Major Investor with reasonable promptness (including any group of affiliated or related funds, in the case of an Investor that is a venture capital fund investor) who holds at least ten million Shares (as adjusted for stock splits, stock dividends, recapitalizations and similar events) (i) within thirty (30) days prior to the commencement of each fiscal year, an annual budget, operating plans for such fiscal year, and an updated five year strategic plan (and, as soon as available, any subsequent revisions thereto); (ii) copies of all press releases and other data and information as from time to time may be reasonably requested.
(d) In the event statements made available generally by the Company fails to provide the public, including copies of any reports or communications delivered to the financial community; and (iii) concurrently with delivery therewith, copies of all reports and other written material submitted to the Board of Directors of the reports or financial statements required by Sections 3.1(b) and (c), any Major Investor may give the Company notice requesting immediate delivery of such reportsCompany.
Appears in 1 contract
Sources: Investor Rights Agreement (Grande Communications Holdings, Inc.)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) 90 days thereafterthereafter or, after the Initial Offering, simultaneously with the filing of the Company's annual report on Form 10-K with the SEC, the Company will furnish each Major Investor Holder a consolidated balance sheet of the Company Company, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing, which are in good standing with the SEC, selected by the Company’s 's Board of Directors. The Company shall also furnish drafts copies of such financial statements to each Major Investor within forty-five (45) days after the end of each fiscal year of the Company.
(c) The Company will furnish each Major Investor: as As soon as practicable after the end of each of the first, second and third quarterly accounting periods in each fiscal year quarter of the Company, and in any event within thirty days thereafter or, after the Initial Offering, simultaneously with the filing of the Company's reports on Form 10-Q with the SEC, the Company will furnish each Holder a consolidated balance sheet of the Company Company, as of at the end of each such quarterly periodfiscal quarter, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such period quarter, prepared and for presented in a manner consistent with the current fiscal year to datefinancial statements described in Section 3.1(b). The Company will furnish to each Major Investor with reasonable promptness such other data and information as from time to time may Such statement shall be reasonably requested.
(d) In accompanied by a certificate signed by the event the Company fails to provide any Chairman of the reports or financial statements required by Sections 3.1(b) Board and (c), any Major Investor may give the Company notice requesting immediate delivery of such reports.Chief
Appears in 1 contract
Sources: Convertible Debenture Purchase Agreement (Air South Airlines Inc)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, the Company will furnish each Major Investor upon request a consolidated balance sheet of the Company Company, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Company Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be audited by, and accompanied by a report and opinion thereon by independent public accountants of national standing, which are in good standing with the SEC, selected by the Company’s 's Board of Directors. The Company shall also furnish drafts copies of such financial statements to each Major Investor within forty-five (45) days after the end of each fiscal year of the Company.
(c) The Company will furnish each Major Investor: Investor upon request, as soon as practicable after the end of each of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five (45) days thereafter, a consolidated balance sheet of the Company as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such period and for the current fiscal year to date. The Company will furnish , prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to each Major Investor with reasonable promptness such other data statements and information as from time to time year-end audit adjustments may be reasonably requestednot have been made.
(d) In the event the Company fails to provide any of the reports or financial statements required by Sections 3.1(b) and (c), any Major Investor may give the Company notice requesting immediate delivery of such reports.
Appears in 1 contract
Basic Financial Information and Reporting. (a) 3.1.1 The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
3.1.2 So long as a Purchaser (bwith its affiliates) As shall own not less than an aggregate of one million (1,000,000) shares of Series A and/or Series B Preferred Stock (or the Common Stock issuable upon conversion thereof) ("Major Purchaser"), as soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, the Company will furnish each Major Investor Purchaser a consolidated balance sheet of the Company Company, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing, which are in good standing with the SEC, selected by the Company’s 's Board of Directors. The Company shall also furnish drafts copies of such financial statements to each Major Investor within forty-five (45) days after the end of each fiscal year of the Company.
(c) The Company will furnish each Major Investor: as 3.1.3 As soon as practicable after the end of each of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five (45) days thereafter, the Company will furnish each Major Purchaser a consolidated balance sheet of the Company as of the end of each such quarterly period, and a statement consolidated statements of income and a statement of cash flows of the Company for such period and for the current fiscal year to date. The , prepared in accordance with generally accepted accounting principles consistently applied and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and to the Company's operating plan then in effect and approved by its Board of Directors, subject to changes resulting from normal year-end audit adjustments, all in reasonable detail and certified by the principal financial or accounting officer of the Company, except that such financial statements need not contain the notes required by generally accepted accounting principals.
3.1.4 As soon as practicable after the end of each calendar month and in any event within thirty (30) days thereafter, the Company will shall furnish to each Major Investor with reasonable promptness such other data and information as from time to time may be reasonably requested.
(d) In the event Purchaser a consolidated balance sheet of the Company fails to provide any as of the reports or financial end of such calendar month, and consolidated statements required by Sections 3.1(b) of income and (c), any Major Investor may give cash flows of the Company notice requesting immediate delivery for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and to the Company's operating plan then in effect and approved by the Company's Board of Directors; provided, however, that no such reportsmonthly information need be provided if the Board of Directors unanimously determines that such information need not be provided.
Appears in 1 contract
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, the Company will furnish each Major Investor a consolidated balance sheet of the Company Company, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Company Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing, which are in good standing with the SEC, selected by the Company’s 's Board of Directors. The Company shall also furnish drafts copies of such financial statements , and a Company-prepared comparison to each Major Investor within forty-five (45) days after the end of each fiscal year of the Company's operating plan for such year.
(c) The Company will furnish each Major Investor: , as soon as practicable after the end of each of the first, second and third quarterly accounting periods in each fiscal year of the CompanyCompany and in any event within forty-five (45) days thereafter, a consolidated balance sheet of the Company as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such period and for the current fiscal year to date. , prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) The Company will furnish each such Investor at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto).
(e) The Company will furnish to each Major Investor within sixty (60) days after the end of each calendar month, a preliminary consolidated and consolidating balance sheet of the Company and its subsidiaries as of the end of such month and preliminary consolidated and consolidating statements of income, stockholders' equity and cash flow for such month and for the period commencing at the end of the previous fiscal year and ending with the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable promptness such other data and information as from time to time may be reasonably requesteddetail.
(df) In the event The Company will furnish to each Investor promptly, upon receipt thereof, any written report, so called "management letter," and any other communication submitted to the Company fails or any subsidiary by its independent public accountants relating to provide any the business, prospects or financial condition of the reports Company or financial statements required by Sections 3.1(bany subsidiaries.
(g) The Company will furnish to each Investor promptly, after the commencement thereof, notice of (i) all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Company (or any subsidiary) which, if successful, would materially and adversely affect the Company's business as then conducted; and (c), any Major Investor may give ii) all material defaults by the Company notice requesting immediate delivery of such reports.or any subsidiary (whether or not declared) under any agreement for money borrowed (unless waived or cured within applicable grace periods)
Appears in 1 contract
Basic Financial Information and Reporting. (aA) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(bB) As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) 90 days thereafter, the Company will furnish each Major Investor a consolidated balance sheet of the Company Company, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Company Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing, which are in good standing with the SEC, selected by the Company’s 's Board of Directors. The Company shall also furnish drafts copies of such financial statements to each Major Investor within forty-five (45) days after the end of each fiscal year of the Company.
(cC) The Company will furnish each Major Investor: , as soon as practicable after the end of each of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five (45) days thereafter, a consolidated balance sheet of the Company as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such period and for the current fiscal year to date. The Company will furnish , prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to each Major Investor with reasonable promptness such other data statements and information as from time to time year-end audit adjustments may be reasonably requestednot have been made.
(d) In the event the Company fails to provide any of the reports or financial statements required by Sections 3.1(b) and (c), any Major Investor may give the Company notice requesting immediate delivery of such reports.
Appears in 1 contract
Sources: Investor Rights Agreement (Sensus Drug Development Corp)
Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. In addition to the information described in Section 3.1(b), (c) and (d), the Company shall provide in a timely manner any other information concerning the Company and its business and affairs as any of the Investors may from time to time reasonably request.
(b) As soon as practicable after the end of each fiscal year of the CompanyCompany and so long as any of the Shares are outstanding, and in any event within ninety one hundred twenty (90120) days thereafter, the Company will furnish to each Major Investor a consolidated balance sheet of the Company Company, as at the end of such fiscal year, and a an audited consolidated income statement and an audited consolidated cash flow statement of income and a statement of cash flows of the Company Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for from the previous fiscal year, with an explanation of any material differences between them, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing, which are in good standing with the SEC, selected by the Company’s 's Board of Directors. The Company shall also furnish drafts copies of such financial statements to each Major Investor within forty-five (45) days after the end of each fiscal year Directors and a report by management with a discussion of the Company's business, including any changes in the Company's financial condition and any significant business developments.
(c) The As long as any of the Shares are outstanding, the Company will furnish each Major Investor: , as soon as practicable after the end of each of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five (45) days thereafter, a consolidated balance sheet of the Company as of the end of each such quarterly period, and a consolidated income statement of income and a consolidated cash flow statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made, and setting forth in each case in comparative form the figures from the previous fiscal year, with an explanation of any material differences between them. The Company will furnish to each Major Investor Such financial statements shall be accompanied by a report by management with reasonable promptness such other data a discussion of the Company's business, including any changes in the Company's financial condition and information as from time to time may be reasonably requestedany significant business developments.
(d) In the event the Company fails to provide As long as any of the reports or financial statements required by Sections 3.1(bShares are outstanding, the Company will furnish each Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and, as soon as available, any subsequent revisions thereto); and (c)ii) as soon as practicable after the end of each month, and in any Major Investor may give event within thirty (30) days thereafter, a consolidated balance sheet of the Company notice requesting immediate delivery as of the end of each such reportsmonth, and a consolidated income statement and a consolidated cash flow statement of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
Appears in 1 contract