Common use of Basic Financial Information Clause in Contracts

Basic Financial Information. The Company hereby covenants and agrees, so long as any Holder owns at least 770,000 Shares of Registrable Securities (as adjusted for stock splits, reverse stock splits, stock dividends and similar events), the Company will furnish the following reports to such Holder: (i) Within ninety (90) days after the end of each fiscal year of the Company, a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, 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 and certified by the independent public accountants of the Company. (ii) Within forty-five (45) days after the end of the first, second, and third quarterly accounting periods in each fiscal year of the Company, a consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and consolidated statements of income and cash flows of the Company and its subsidiaries for such period and for the current fiscal year to date, 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, subject to changes resulting from normal year-end audit adjustments, all in reasonable detail, except that such financial statements need not contain the notes required by generally accepted accounting principles. (iii) Within thirty (30) days after the end of each month a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such month and consolidated statements of income and cash flows of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principles. (iv) The Company may provide, and in lieu of the financial information required pursuant to subsections (a) and (b), copies of its annual reports on Form 10-K and its quarterly reports on Form 10-Q, respectively.

Appears in 2 contracts

Sources: Investor Rights Agreement (Intermix Media, Inc.), Investor Rights Agreement (Intermix Media, Inc.)

Basic Financial Information. The Company hereby covenants and agrees, so long as any Holder owns at least 770,000 Shares of Registrable Securities (as adjusted for stock splits, reverse stock splits, stock dividends and similar events), the Company will furnish the following reports to such Holder:the Investor (or its representatives): (i) Within ninety (90) days As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, a consolidated balance sheet of the Company and its subsidiariesSubsidiaries, if any, as at the end of such fiscal year, and consolidated statements of income and retained earnings and of statement of cash flows of the Company and its subsidiariesSubsidiaries, if anyany (collectively with the balance sheet, the "Investment Financial Statements"), for such year, 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 and certified by the independent public accountants of nationally recognized standing selected by and reporting to the CompanyBoard and approved by the Investor, and including a Company prepared comparison to budget. (ii) Within forty-five (45) days As soon as practicable after the end of each month and each of the first, second, second and third quarterly accounting periods in each fiscal year of the Company, a and in any event within thirty (30) days thereafter, consolidated balance sheet Investment Financial Statements of the Company and its subsidiariesSubsidiaries, if any, as of the end of each such quarterly period, and consolidated statements of income and cash flows of the Company and its subsidiaries for such period and for the current fiscal year to dateperiod, prepared in accordance with generally accepted accounting principles consistently applied applied, subject to changes resulting from year-end audit adjustments, and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, subject to changes resulting from normal year-end audit adjustments, all in reasonable detail, except that such certified by the principal financial statements need not contain or accounting officer of the notes required by generally accepted accounting principlesCompany. (iii) Within thirty (30) days after If the end of each month a consolidated balance sheet Company becomes subject to the reporting requirements of the Company and its subsidiaries, if anySecurities Exchange Act of 1934, as at amended (the end of such month and consolidated statements of income and cash flows of the Company and its subsidiaries"Exchange Act," which term shall include any successor federal statute), for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principles. (iv) The Company it may provide, and in lieu of the financial information required pursuant to subsections (athis Section 4(a)(i) and (b), ii) provide copies of its annual reports on Form 10-K and its quarterly reports on Form 10-Q, respectively, or other then-equivalent report form. (iv) Immediately upon any officer of the Company obtaining actual knowledge of the occurrence of any material violation or default by the Company or any of its Subsidiaries in the performance of (A) its agreements or covenants contained herein, (B) its material agreements or covenants contained in any other agreement to which the Company or any of its Subsidiaries is a party or (C) its agreements or covenants contained in the Certificate of Incorporation or of the occurrence of any condition, event or act which, with or without notice or lapse of time, or both, would constitute a material violation or an event of default, a written notice specifying the nature and status thereof and, what action the Company has taken, is taking and proposes to take with respect thereto. (v) Annually, but in any event no later than sixty (60) days after the commencement of each fiscal year of the Company, the yearly budget and operating plan of the Company, in such manner and form reasonably acceptable to the Investor and as approved by the Board, which plan shall include a projection of income and projected Investment Financial Statements as of the end of such fiscal year. Any material changes in such plan shall be submitted as promptly as practicable after such changes have been approved by the Board. (vi) As soon as practicable after transmission or occurrence and in any event within ten (10) days thereof, (A) copies of any reports or communications delivered to any of the Company's security holders (in their capacity as such), any governmental entity (excluding ordinary permit applications or similar types of correspondence and documentation in connection therewith), any financial institution or member of the financial community (other than correspondence and documents delivered to such financial institutions or members in the ordinary course of business which do not materially adversely impact on the Investor's investment in the Company) or to any other individual or entity who may receive such information by law or pursuant to a contract or other agreement with the Company (except in the ordinary course of business), including any filings by the Company, or by any of its officers or directors relating to the Company, with any securities exchange or the Commission or the National Association of Securities Dealers, Inc., (B) notice of any event which has a material adverse effect on the Company's business, prospects or condition, financial or otherwise, or on the ability of the Company to perform its obligations under this Agreement, or under any other agreement, or on the Investor's investment in the Series D Stock or in the Common Stock issuable upon conversion of the Series D Stock, and (C) notice of material breach or failure to comply with any representation, warranty, covenant or agreement of the Company contained herein, including the Exhibits hereto. (vii) Immediately upon any principal officer of the Company or any other officer of the Company involved in its financial administration obtaining knowledge of the occurrence of any (A) "reportable event," as such term is defined in section 4043 of ERISA, other than any such event with respect to which the statutory thirty (30)-day notice requirement has been waived by regulation, or (B) "prohibited transaction," as such term is defined in section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), in connection with any plan or any trust created thereunder, a written notice specifying the nature thereof, what action the Company has taken, is taking and proposes to take with respect thereto, and, when known, any action taken or threatened by the internal Revenue Service or the Pension Benefit Guaranty Corporation with respect thereto. (viii) With reasonable promptness, such other information and data with respect to the Company and its Subsidiaries, if any, as the Investor may from time to time reasonably request. (ix) The provisions of this Section 4(a)shall not be in limitation of any rights which the Investor may have to inspect the books and records of the Company and its Subsidiaries, or to inspect their properties or discuss their affairs, finances and accounts; and, in the event that the Company is unable to comply with the provisions of this Section 4(a), the Board shall, by resolution duly adopted, authorize and cause a firm of independent public accountants of nationally recognized standing in the United States to prepare promptly and furnish such information to the Investor at the Company's expense.

Appears in 2 contracts

Sources: Shareholder Agreement (Scriptgen Pharmaceuticals Inc), Shareholder Agreement (Scriptgen Pharmaceuticals Inc)

Basic Financial Information. The Company hereby covenants and agrees, so long as any Holder owns at least 770,000 Shares of Registrable Securities (as adjusted for stock splits, reverse stock splits, stock dividends and similar events), the Company will furnish the following reports to such Holdereach Investor: (ia) Within ninety (90) days As soon as practicable after the end of each fiscal year of the CompanyCompany (including, a without limitation, fiscal 1998), and in any event within ninety (90) days thereafter, an audited consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and audited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, 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 and certified by the independent public accountants of recognized national standing selected by the Company, and a Company-prepared comparison to the Company's operating plan for such year. (iib) Within forty-five (45) days As soon as practicable after the end 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 and its subsidiaries, if any, as of the end of each such quarterly period, and consolidated statements of income and cash flows of the Company and its subsidiaries subsidiaries, if any, for such period and for the current fiscal year to date, 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 yearyear 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 detaildetail 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 principles. (iii) Within thirty (30) days after the end of each month a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such month and consolidated statements of income and cash flows of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principles. (iv) The Company may provide, and in lieu of the financial information required pursuant to subsections (a) and (b), copies of its annual reports on Form 10-K and its quarterly reports on Form 10-Q, respectively.

Appears in 2 contracts

Sources: Investors' Rights Agreement (Zapme Corp), Investors' Rights Agreement (Zapme Corp)

Basic Financial Information. The Company hereby covenants and agrees, so long as any Holder owns at least 770,000 Shares of Registrable Securities (as adjusted for stock splits, reverse stock splits, stock dividends and similar events), the Company will shall furnish the following reports to such Holderreports: (ia) Within ninety To each Investor who in addition to their affiliates (90including the Redmile Group with respect to each of its members) days holds not less than 300,000 shares of Preferred Stock (a “Major Investor”), as soon as practicable after the end of each fiscal year of the CompanyCompany and in any event within 120 days after the end of each fiscal year, audited financial statements of the Company and its subsidiaries, if any, as of the end of such fiscal year including a consolidated balance sheet, consolidated statements of income and consolidated cash flows, for such year, 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. (b) To each Major Investor, as soon as practicable after the end of each month, and in any event within 45 days after the end of each such month, an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as at of the end of each such fiscal year, monthly period and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such yearmonthly period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied GAAP and setting forth in each case in comparative form the figures for the corresponding periods of the previous fiscal year, all in reasonable detail and certified by the independent public accountants principal financial or accounting officer of the Company, subject to changes resulting from normal year-end audit adjustments, except that such financial statements need not contain the notes required by GAAP. (iic) Within forty-five (45) To each Major Investor, as soon as practicable after the end of each fiscal quarter, and in any event within 45 days after the end of the firsteach such fiscal quarter, second, and third quarterly accounting periods in each fiscal year of the Company, a an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period, fiscal quarter and consolidated statements of income and cash flows of the Company and its subsidiaries subsidiaries, if any, for such fiscal period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied GAAP and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, all in reasonable detail and certified by the principal financial or accounting officer of the Company, subject to changes resulting from normal year-end audit adjustments, all in reasonable detail, except that such financial statements need not contain the notes required by generally accepted accounting principlesGAAP. (iiid) Within thirty To each Major Investor, as soon as available, but in any event not later than 30 days prior to the beginning of each new fiscal year, the Annual Budget as defined in the Voting Agreement. (30e) To each Major Investor, as soon as practicable after the end of each fiscal quarter, and in any event within 45 days after the end of each month such fiscal quarter, a consolidated balance sheet current capitalization table for the Company detailing, all issued and outstanding securities of the Company and its subsidiaries, if any, as at the end of such month and consolidated statements of income and cash flows of the Company and its subsidiaries, for Fully Diluted Common Stock beneficially owned by each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principlesHolder. (ivf) The Company may provideFor purposes on this Section 3.1 only, and in lieu ▇▇▇▇▇ Ventures, LLC (“WVC”) shall be considered a Major Investor for so long as it or its affiliates holds not less than 300,000 shares of the financial information required pursuant to subsections (a) and (b), copies of its annual reports on Form 10-K and its quarterly reports on Form 10-Q, respectivelyCommon Stock.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Myos Rens Technology Inc.)

Basic Financial Information. The Company hereby covenants and agrees, so long as any Holder owns at least 770,000 Shares of Registrable Securities (as adjusted for stock splits, reverse stock splits, stock dividends and similar events), the Company will furnish to each Investor and any owner of 5% or more of the following reports to such Holder:outstanding shares of Common Stock (“Qualifying Owner”): (i) Within ninety (90) as soon as practicable, but no later than 120 days after the end of each fiscal year of the Company, (A) a consolidated balance sheet as of the end of such fiscal year, (B) a profit and loss statement as of the end of such fiscal year, (C) a statement of cash flows of the Company and its subsidiaries, if any, as at of the end of such fiscal year, and consolidated statements (D) a statement of income and cash flows stockholders’ equity as of the Company and its subsidiaries, if any, for end of such fiscal 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 practices (“GAAP”) and audited and certified by an recognized accounting firm that is a PCAOB qualified auditor, commencing with the independent public accountants of the Company.2022 fiscal year; (ii) Within forty-five (45) as soon as practicable, but not later than 75 days after the end of the first, second, and third quarterly accounting periods in each fiscal year quarter of the Company, a consolidated balance sheet quarterly reports of management of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and consolidated statements of income and cash flows of the generally describing material Company and its subsidiaries for such period and for the current fiscal year to date, 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, subject to changes resulting events from normal year-end audit adjustments, all in reasonable detail, that quarter (except that such financial statements need not contain the notes required by generally accepted accounting principles. reports may (iiiA) Within thirty (30) days after the end of each month a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such month and consolidated statements of income and cash flows of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, all be subject to normal year-end audit auditing adjustments, prepared and (B) not contain all notes thereto that may be required in accordance with generally accepted accounting principles.GAAP, as required); (iii) as soon as practicable, after a change of more than ten percent (10%) of the stock ownership 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 stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Holders to calculate their respective percentage equity ownership in the Company, and certified by the Chief Executive Officer or senior finance officer of the Company as being true, complete, and correct; and (iv) The such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as the Majority Investor may from time-to-time reasonably request. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Section 1.1 to the contrary, the Company may provide, and cease providing the information set forth in lieu this Section 1.1 during the period starting with the date thirty (30) days before the Company’s good faith estimate of the financial information required pursuant date of filing of a registration statement in accordance with the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended; provided that (i) the Company’s covenants under this Section 1.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to subsections (a) and (b), copies of its annual reports on Form 10-K and its quarterly reports on Form 10-Q, respectivelycause such registration statement to become effective or such registration statement is withdrawn.

Appears in 1 contract

Sources: Investor Rights and Lock Up Agreement (Cadrenal Therapeutics, Inc.)

Basic Financial Information. The Company hereby covenants and agrees, so long as any Holder owns at least 770,000 Shares of Registrable Securities (as adjusted for stock splits, reverse stock splits, stock dividends and similar events), the Company will furnish to each Investor and any owner of 5% or more of the following reports to such Holder:outstanding shares of Common Stock (“Qualifying Owner”): (i) Within ninety (90) as soon as practicable, but no later than 120 days after the end of each fiscal year of the Company, (A) a consolidated balance sheet as of the end of such fiscal year, (B) a profit and loss statement as of the end of such fiscal year, (C) a statement of cash flows of the Company and its subsidiaries, if any, as at of the end of such fiscal year, and consolidated statements (D) a statement of income and cash flows stockholders’ equity as of the Company and its subsidiaries, if any, for end of such fiscal 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 practices (“GAAP”) and audited and certified by an recognized accounting firm that is a PCAOB qualified auditor, commencing with the independent public accountants of the Company.2022 fiscal year; (ii) Within forty-five (45) as soon as practicable, but not later than 75 days after the end of the first, second, and third quarterly accounting periods in each fiscal year quarter of the Company, a consolidated balance sheet quarterly reports of management of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and consolidated statements of income and cash flows of the generally describing material Company and its subsidiaries for such period and for the current fiscal year to date, 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, subject to changes resulting events from normal year-end audit adjustments, all in reasonable detail, that quarter (except that such financial statements need not contain the notes required by generally accepted accounting principles. reports may (iiiA) Within thirty (30) days after the end of each month a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such month and consolidated statements of income and cash flows of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, all be subject to normal year-end audit auditing adjustments, prepared and (B) not contain all notes thereto that may be required in accordance with generally accepted accounting principles.GAAP, as required); (iii) as soon as practicable, after a change of more than ten percent (10%) of the stock ownership 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 stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Holders to calculate their respective percentage equity ownership in the Company, and certified by the Chief Executive Officer or senior finance officer of the Company as being true, complete, and correct; and (iv) The such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as the Majority Investor may from time-to-time reasonably request. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Section 1.1 to the contrary, the Company may provide, and cease providing the information set forth in lieu this Section 1.1 during the period starting with the date thirty (30) days before the Company’s good faith estimate of the financial information required pursuant date of filing of a registration statement in accordance with the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended; provided that (i) the Company’s covenants under this Section 1.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to subsections (a) and (b), copies of its annual reports on Form 10-K and its quarterly reports on Form 10-Q, respectivelycause such registration statement to become effective or such registration statement is withdrawn.

Appears in 1 contract

Sources: Investor Rights and Lock Up Agreement (Unifoil Holdings, Inc.)

Basic Financial Information. The Company hereby covenants and agrees, so long as any Holder owns at least 770,000 Shares of Registrable Securities (as adjusted for stock splits, reverse stock splits, stock dividends and similar events), the Company will furnish the following reports to such HolderPurchaser: (iA) Within ninety (90) days As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiariesSubsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles GAAP consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified followed promptly thereafter (to the extent not available) such financial statements accompanied by the opinion of independent public accountants of recognized national standing selected by the Company, and a Company-prepared comparison to the Company's operating plan for such year. (iiB) Within forty-five (45) days As soon as practicable after the end 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 and its subsidiariesSubsidiaries, if any, as of the end of each such quarterly period, and consolidated statements of income and cash flows of the Company and its subsidiaries Subsidiaries, if any, for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles GAAP consistently applied and setting forth in comparative form the figures for the corresponding periods of the previous fiscal yearyear 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 detaildetail 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 principles. (iiiC) Within thirty (30) days As soon as practical after the end of each month and in any event within twenty (20) days thereafter (within thirty (30) days thereafter for the first three months following the Closing), the Company will deliver to Purchaser a consolidated balance sheet of the Company and its subsidiariesSubsidiaries, if any, as at the end of such month and consolidated statements of income and cash flows of the Company and its subsidiariesSubsidiaries, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted GAAP consistently applied and certified by the principal financial or accounting principlesofficer of the Company, together with a comparison of such statements to the corresponding periods of the prior fiscal year and to the Company's operating plan then in effect and approved by its Board of Directors. (ivD) The Company may providewill deliver to Purchaser an annual financial plan for the Company for the next fiscal year, and in lieu no later than forty-five (45) days before the start of the Company's next fiscal year, in such manner and form as approved by the Board of Directors of the Company, which financial information required pursuant to subsections (a) plan shall include at least a projection of income and (b), copies of its annual reports on Form 10-K and its quarterly reports on Form 10-Q, respectively.a projected cash flow statement

Appears in 1 contract

Sources: Series F Preferred Stock Purchase Agreement (Birch Telecom Inc /Mo)

Basic Financial Information. The Company hereby covenants and agrees, so long as any Holder owns at least 770,000 Shares of Registrable Securities (as adjusted for stock splits, reverse stock splits, stock dividends and similar events), the Company will furnish the following reports to such each Major Holder: (ia) Within ninety (90) within 180 days after the end of each fiscal year of the Company, a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and consolidated statements of income and income, cash flows and stockholders’ equity of the Company and its subsidiaries, if any, for such fiscal year, 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 yearapplied, all in reasonable detail and certified by the independent public accountants of regionally recognized standing selected by the Company.; (iib) Within forty-five (45) within 60 days after the end of the first, second, second and third quarterly accounting periods in each fiscal year of the Company, a an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and consolidated statements of income and cash flows of the Company and its subsidiaries subsidiaries, if any, for such period and for the current fiscal year to dateperiod, 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, subject to changes resulting from normal year-end audit adjustments, all in reasonable detail, (except that such financial statements need may be subject to normal year-end adjustments and may not contain the notes all footnotes required by generally accepted accounting principles.); (iiic) Within thirty (30) within 45 days after the end of each month month, a consolidated balance sheet of the Company and its subsidiaries, if any, as at of the end of such month monthly period, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustmentssuch period, prepared in accordance with generally accepted accounting principles consistently applied (except that such financial statements may be subject to normal year-end adjustments and may not contain all footnotes required by generally accepted accounting principles.; (ivd) The Company may provideat least 30 days prior to the beginning of each fiscal year a comprehensive operating budget forecasting the Company’s revenues, expenses and in lieu cash position on a month-to-month basis for the upcoming fiscal year; and (e) such other information relating to the financial condition, business or corporate affairs of the financial information required pursuant Company as any Major ▇▇▇▇▇▇ may from time to subsections (a) and (b), copies of its annual reports on Form 10-K and its quarterly reports on Form 10-Q, respectivelytime reasonably request.

Appears in 1 contract

Sources: Investors’ Rights Agreement (MapLight Therapeutics, Inc.)

Basic Financial Information. The Company hereby covenants and agrees, so (a) So long as any Holder owns at least 770,000 Shares or any subsidiary, affiliate or partner of such Holder shall own any shares of series A, Series B or Series C Preferred Stock or Registrable Securities (as adjusted for stock splitsSecurities, reverse stock splits, stock dividends and similar events), the Company will to furnish the following reports to such Holderreports: (i) Within ninety (90) days As soon as practicable after the end of each fiscal year of the Companyyear, a and in any event within 120 days thereafter, audited consolidated balance sheet sheets of the Company and its subsidiaries, if any, as at the end of such fiscal year, and audited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such fiscal year, 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 and certified accompanied by the a report and opinion thereon by independent public accountants of selected by the Company's board of directors and by a copy of such accountants' management letter prepared in connection therewith. (ii) Within As soon as practicable after the end of each of the first three (3) quarters of the fiscal year, but in any event within forty-five (45) days after the end of the firsteach such quarter, second, and third quarterly accounting periods in each fiscal year of the Company, a 's unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly periodquarter, and its unaudited consolidated statements of income and cash flows of the Company and its subsidiaries for such period quarter, all in reasonable detail and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in comparative form certified by the figures for the corresponding periods principal financial or accounting officer of the previous fiscal year, subject to changes resulting from normal year-end audit adjustments, all in reasonable detail, except that such financial statements need not contain the notes required by generally accepted accounting principlesCompany. (iiib) Within So long as any Holder, when considered together with any subsidiary, affiliate or partner of such Holder shall own at least 100,000 shares of Series A, Series B or Series C Preferred Stock or Registrable Securities, (i) to furnish to such Holder as soon as practicable after the end of each month, but in any event within thirty (30) days after thereafter, the end of each month a Company's unaudited consolidated balance sheet as of the Company and its subsidiaries, if any, as at the end of such month and consolidated statements its unaudited statement of income and cash flows of for such month, indicating actual results versus the Company and its subsidiaries, for each month and for the current fiscal year of the Company to dateCompany's plan, all subject to normal year-end audit adjustments, in reasonable detail and prepared in accordance with generally accepted accounting principlesprinciples and certified by the principal financial or accounting officer of the Company; and (ii) to furnish to such Holder no later than thirty (30) days prior to the beginning of each fiscal year a copy of the Company's annual operating plan for the forthcoming fiscal year and, as soon as practicable after the adoption thereof, copies of any revisions to such annual operating plan. (ivc) The rights granted pursuant to this paragraph 3.1 may not be assigned or otherwise conveyed by any Holder or by any subsequent transferee of any such rights without the written consent of the Company, which consent shall not be unreasonably withheld; provided that the Company may provide, and in lieu refuse such written consent if the proposed transferee is a competitor of the financial information Company; and provided further, that no such written consent shall be required pursuant if the transfer is in connection with the transfer of Series A, Series B or Series C Preferred Stock to subsections (a) and (b), copies of its annual reports on Form 10-K and its quarterly reports on Form 10-Q, respectively.any partner or

Appears in 1 contract

Sources: Registration Rights Agreement (Kofax Image Products Inc)

Basic Financial Information. The Company hereby covenants and agrees, so long as any Holder owns at least 770,000 Shares of Registrable Securities (as adjusted for stock splits, reverse stock splits, stock dividends and similar events), the Company will furnish the following reports to such each Major Holder: (ia) Within ninety one hundred fifty (90150) days after the end of each fiscal year of the Company, a an audited consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and consolidated statements of income and income, cash flows and stockholders’ equity of the Company and its subsidiaries, if any, for such fiscal year, 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 and certified by the independent public accountants of the Companyapplied. (iib) Within forty-five (45) days after the end of the first, second, second and third quarterly accounting periods in each fiscal year of the Company, a an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and consolidated statements of income and cash flows of the Company and its subsidiaries subsidiaries, if any, for such period and for the current fiscal year to dateperiod, 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, subject to changes resulting from normal year-end audit adjustments, all in reasonable detail, (except that such financial statements need may be subject to normal year-end adjustments and may not contain the notes all footnotes required by generally accepted accounting principles). Such financial statements shall also set forth applicable plan figures and variances from plan. (iiic) Within thirty (30) days after the end of each month month, a consolidated balance sheet of the Company and its subsidiaries, if any, as at of the end of such month monthly period, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustmentssuch period, prepared in accordance with generally accepted accounting principles consistently applied (except that such financial statements may be subject to normal year-end adjustments and may not contain all footnotes required by generally accepted accounting principles. Such financial statements shall also set forth applicable plan figures and variances from plan. (ivd) The At least thirty (30) days prior to the beginning of each fiscal year, an annual budget and business plan for such fiscal year. In addition, the Company may provideshall promptly and accurately respond, and in lieu shall use commercially reasonable best efforts to cause its transfer agent to promptly respond, to requests for information made on behalf of the financial information required pursuant any LCP Investor, Fidelity Investor, Wellington Investor or AllianceBernstein Investor relating to subsections (a) and accounting or securities law matters required in connection with its audit or (b)) the actual holdings of such Investor, copies including in relation to the total outstanding shares; provided however, that the Company shall not be obligated to provide any such information that could reasonably result in a violation of its annual reports on Form 10-K and its quarterly reports on Form 10-Q, respectivelyapplicable law or conflict with a confidentiality obligation of the Company.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Honest Company, Inc.)

Basic Financial Information. The Company hereby covenants and agrees, so long as any Holder owns at least 770,000 Shares of Registrable Securities (as adjusted for stock splits, reverse stock splits, stock dividends and similar events), the Company will furnish to each Investor and any owner of 5% or more of the following reports to such Holder:outstanding shares of Common Stock (“Qualifying Owner”): (i) Within ninety (90) as soon as practicable, but no later than 120 days after the end of each fiscal year of the Company, (A) a consolidated balance sheet as of the end of such fiscal year, (B) a profit and loss statement as of the end of such fiscal year, (C) a statement of cash flows of the Company and its subsidiaries, if any, as at of the end of such fiscal year, and consolidated statements (D) a statement of income and cash flows stockholders’ equity as of the Company and its subsidiaries, if any, for end of such fiscal year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form practices (“GAAP”) and audited and certified by an recognized accounting firm that is a PCAOB qualified auditor, commencing with the figures for the previous 2022 fiscal year; (ii) as soon as practicable, but not later than 45 days after each fiscal quarter of the Company, quarterly reports of management of the Company generally describing material Company events from that quarter (except that such reports may (A) be subject to normal year-end auditing adjustments, and (B) not contain all notes thereto that may be required in accordance with GAAP, as required); (iii) as soon as practicable, after a change of more than ten percent (10%) of the stock ownership 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 stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in reasonable sufficient detail as to permit the Holders to calculate their respective percentage equity ownership in the Company, and certified by the independent public accountants Chief Executive Officer or senior finance officer of the Company.Company as being true, complete, and correct; (iiiv) Within forty-five as soon as practicable, but in any event by December 1 of each calendar year, the officers of the Company shall prepare and present an annual budget (45the “Budget”) days for the Company and each of its subsidiaries for the upcoming year, which Budget shall include, without limitation, all expense and capital spending expectations for the Company; (v) as soon as practicable, but in any event by March 15 after the end of the first, second, and third quarterly accounting periods in each fiscal year of the Company, all tax information necessary for the Investors to file their respective state and federal tax filings; (vi) at the option of an Investor holding a majority of the outstanding Notes (the “Majority Investor”), and up to two times annually, certain officers of the Company, as selected by the Majority Investor (which may include, among others, the Chief Executive Officer and/or senior finance officer), shall provide an in-person presentation to the Investors at the Company’s corporate headquarters or by Video teleconference covering, among any other topic(s) selected by the Investor or Qualifying Owner, the performance of (past and forecasted), recent developments relating to, and material risks facing, the Company; and (vii) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as the Majority Investor may from time-to-time reasonably request. If, for any period, the Company has any subsidiary whose accounts are consolidated balance sheet with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and its all such consolidated subsidiaries. Notwithstanding anything else in this Section 1.1 to the contrary, if any, as of the end of each such quarterly period, and consolidated statements of income and cash flows of the Company and its subsidiaries for such period and for may cease providing the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied and setting information set forth in comparative form this Section 1.1 during the figures for period starting with the corresponding periods of the previous fiscal year, subject to changes resulting from normal year-end audit adjustments, all in reasonable detail, except that such financial statements need not contain the notes required by generally accepted accounting principles. (iii) Within date thirty (30) days after before the end of each month a consolidated balance sheet Company’s good faith estimate of the Company and its subsidiaries, if any, as at the end date of such month and consolidated statements filing of income and cash flows of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared a registration statement in accordance with generally accepted accounting principlesthe Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended; provided that (i) the Company’s covenants under this Section 1.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective or such registration statement is withdrawn. (iv) The Company may provide, and in lieu of the financial information required pursuant to subsections (a) and (b), copies of its annual reports on Form 10-K and its quarterly reports on Form 10-Q, respectively.

Appears in 1 contract

Sources: Investor Rights and Lock Up Agreement (Kairos Pharma, LTD.)

Basic Financial Information. The Company hereby covenants and agrees, so long as any Holder owns at least 770,000 Shares of Registrable Securities (as adjusted for stock splits, reverse stock splits, stock dividends and similar events), the Company will furnish the following reports to such Holdereach holder of Registrable Securities: (ia) Within ninety (90) days As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, a consolidated balance sheet of the Company and its subsidiariesSubsidiaries, if any, as at of the end of such fiscal year, and consolidated statements of income and cash flows flow of the Company and its subsidiariesSubsidiaries, if any, for such year, 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 and certified by the independent public accountants selected by the Company in accordance with the provisions of Section 5.7. (b) As soon as practicable after the end of each quarterly accounting period in each fiscal year of the Company. (ii) Within , and in any event within forty-five (45) days after the end of the first, second, and third quarterly accounting periods in each fiscal year of the Companythereafter, a consolidated balance sheet of the Company and its subsidiariesSubsidiaries, if any, as of the end of each such quarterly period, and consolidated statements of income and cash flows flow of the Company and its subsidiaries Subsidiaries, if any, for such period and for the current fiscal year to date, 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, subject to changes resulting from normal year-end audit adjustments, all in reasonable detaildetail and certified by the Chief Financial Officer of the Company (or the Chief Executive Officer or President if no Chief Financial Officer is in place), except that such financial statements need not contain the notes required by generally accepted accounting principlesprinciples for year-end financial statements. (iiic) Within As soon as practicable after the end of each monthly accounting period and in any event within thirty (30) days after the end of each month thereafter, a consolidated balance sheet of the Company and its subsidiariesSubsidiaries, if any, as at of the end of such month and consolidated statements of income and of cash flows flow of the Company and its subsidiariesSubsidiaries, if any, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principles. (iv) The Company may provide, principles consistently applied and in lieu certified by the Chief Financial Officer of the financial information required pursuant to subsections Company (a) and (bor the Chief Executive Officer or President if no Chief Financial Officer is in place), copies of its annual reports on Form 10except that such statements need not contain the notes required by generally accepted accounting principles for year-K and its quarterly reports on Form 10-Q, respectivelyend financial statements.

Appears in 1 contract

Sources: Stockholders Agreement (Cypress Communications Inc)

Basic Financial Information. The Company hereby covenants and agrees, so long as any Holder owns at least 770,000 Shares of Registrable Securities (as adjusted for stock splits, reverse stock splits, stock dividends and similar events), the Company will furnish the following reports to such each holder of at least twenty percent (20%) of the outstanding Common Stock (a “Significant Holder”), as adjusted for stock splits, stock dividends and other like recapitalization events: (ia) Within ninety (90) days As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, 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 yearapplied, all in reasonable detail and certified audited by the an independent public accountants accountant of recognized national standing selected by the Company. (iib) Within As soon as practicable after the end of each month and in any event within forty-five (45) days after the end of the firstthereafter, second, and third quarterly accounting periods in each fiscal year of the Company, a an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly monthly period, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries for such period and for the current fiscal year to dateperiod, 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 yearapplied, subject to changes resulting from normal year-end audit adjustmentsadjustments and the absence of notes, all in reasonable detail, except that such detail and certified by the principal financial statements need not contain or accounting officer of the notes required by generally accepted accounting principlesCompany. (iiic) Within Not less than thirty (30) days before the end of each fiscal year, an annual financial plan of the Company, which financial plan shall have been approved by the Board of Directors and shall provide each Significant Holder with the Company’s projections of its monthly financial statements for the forthcoming fiscal year. (d) As soon as practicable after the end of each month a consolidated balance sheet month, an executive summary of the activities of the Company including, without limitation, marketing, financial, product development and its subsidiariessupport and other material activities. (e) The rights to basic financial information set forth in this Section 13 may be transferred to any person acquiring from a Significant Holder of at one million (1,000,000) shares of of Common Stock (as adjusted for stock splits, if anystock dividends and other like recapitalization events) provided that the transferred Common Stock is not transferred to an unaffiliated third-party who, as at in the end reasonable judgment of such month and consolidated statements of income and cash flows the Company, is a competitor of the Company and its subsidiaries, or would use the information for each month and for competitive purposes or in a manner otherwise harmful to the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principlesCompany. (ivf) The Each Significant Holder agrees that any information obtained by such Significant Holder pursuant to this Section 17 which the Company may provide, and identifies in lieu writing to be proprietary or otherwise confidential will not be disclosed without the prior written consent of the financial Company. Each Significant Holder further acknowledges and understands that any information required pursuant to subsections (a) so obtained which may be considered “inside” non-public information will not be utilized by such Significant Holder in connection with purchases and/or sales of the Company’s securities except in compliance with applicable state and (b), copies of its annual reports on Form 10federal anti-K and its quarterly reports on Form 10-Q, respectivelyfraud statutes.

Appears in 1 contract

Sources: Registration Rights Agreement (Staktek Holdings Inc)

Basic Financial Information. The Company hereby covenants and agrees, so long as any Holder owns at least 770,000 Shares of Registrable Securities (as adjusted for stock splits, reverse stock splits, stock dividends and similar events), the Company will furnish the following reports to such each Holder of at least 400 shares (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like and aggregating all shares of Registrable Securities held by entities affiliated with an Investor, including but not limited to trusts for the benefit of an Investor or Investor's immediate family members and any partner of an Investor) of the Company's Registrable Securities (each a "Significant Holder:"): (ia) Within ninety (90) days As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, 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 and certified by the independent public accountants of recognized national standing selected by the Company. (iib) Within forty-five (45) days As soon as practicable after the end 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 and its subsidiaries, if any, as of the end of each such quarterly period, and consolidated statements of income and cash flows of the Company and its subsidiaries for such period and for the current fiscal year to date, 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 yearyear 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 detaildetail 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 principles. (iiic) Within thirty (30) days after From the end of each month a consolidated balance sheet date the Company becomes subject to the reporting requirements of the Company and its subsidiaries, if any, as at the end of such month and consolidated statements of income and cash flows of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principles. Exchange Act (iv) The Company may providewhich shall include any successor federal statute), and in lieu of the financial information required pursuant to subsections (aSections 2.1(a) and (b), copies of its annual reports on Form 10-K and its quarterly reports on Form 10-Q, respectively.

Appears in 1 contract

Sources: Investor Rights Agreement (Alsius Corp)

Basic Financial Information. The Company hereby covenants and agrees, so long as any Holder owns at least 770,000 Shares of Registrable Securities (as adjusted for stock splits, reverse stock splits, stock dividends and similar events), the Company will furnish the following reports to such each Holder: (ia) Within ninety (90) days As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and consolidated statements of income and cash flows sources and applications of funds of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles consistently applied and applied, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail detail, and certified audited in each case by the independent public accountants of national standing selected by the Company, and a Company prepared comparison to the Company's operating plan for such year. (iib) Within forty-five (45) days As soon as practicable after the end of the first, second, 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 and its subsidiaries, if any, as of the end of each such quarterly period, and unaudited consolidated statements of income and statements of cash flows of the Company and its subsidiaries subsidiaries, if any, for such period and for the current fiscal year to date, 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 yearyear 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 detaildetail and certified by the principal financial or accounting officer of the Company, except that such financial statements balance sheet need not contain the notes or the end-of-period adjustments required by generally accepted accounting principles. (iiic) Within thirty (30) days after From the end of each month a consolidated balance sheet date the Company becomes subject to the reporting requirements of the Company and its subsidiaries, if any, as at the end of such month and consolidated statements of income and cash flows of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principles. (iv) The Company may provideExchange Act, and in lieu of the financial information required pursuant to subsections (a) and (bSections 3.1(a), copies of its annual reports on Form 10-K and its quarterly reports on Form 10-Q, respectively.

Appears in 1 contract

Sources: Investors' Rights Agreement (Egreetings Network Inc)

Basic Financial Information. The Company hereby covenants and agrees, so long as any Holder owns at least 770,000 Shares of Registrable Securities (as adjusted for stock splits, reverse stock splits, stock dividends and similar events), the Company will furnish the --------------------------- following reports to such each Qualified Holder, as defined in Section 2.1 above: (ia) Within ninety (90) days As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, 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 and certified audited by the independent public accountants of recognized national standing selected by the Company. (iib) Within forty-five (45) days As soon as practicable after the end 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 and its subsidiaries, if any, as of the end of each such quarterly period, and consolidated statements of income and cash flows of the Company and its subsidiaries for such period and for the current fiscal year to date, 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 yearyear 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 detaildetail 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 principles. (iiic) Within thirty From the date the Company becomes subject to the reporting requirements of the Exchange Act (30which shall include any successor federal statute), and in lieu of the financial information required pursuant to Sections 3.1(a) days and (b) hereof, copies of its annual reports on Form 10-K and its quarterly reports on Form 10-Q, respectively. (d) As soon as practical after the end of each month and in any event within thirty (30) days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such month and consolidated statements of income and cash flows of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted certified by the principal financial or accounting principlesofficer of the Company. (ive) The Company may provide, Annually (and in lieu any event no later than ten (10) days after adoption by the Board of Directors of the Company) the financial information required pursuant to subsections (a) plan of the Company, in such manner and (b)form as approved by the Board of Directors of the Company, copies which financial plan shall include at least a projection of its annual reports on Form 10-K income and its quarterly reports on Form 10-Q, respectivelya projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year.

Appears in 1 contract

Sources: Investors' Rights Agreement (Magma Design Automation Inc)

Basic Financial Information. The Company hereby covenants and agreesshall furnish to each Purchaser holding that number of shares equal to or in excess of the quotient determined by dividing (x) the Major Purchaser Dollar Threshold by (y) the Purchase Price, so long as any Holder owns at least 770,000 Shares of Registrable Securities rounded up to the next whole share (as adjusted for stock splits, reverse stock splits, stock dividends and similar eventsa “Major Purchaser”), the Company will furnish the following reports and any entity that requires such information pursuant to such Holder: its organizational documents when available (i1) Within ninety (90) days after the end of annual unaudited financial statements for each fiscal year of the Company, a consolidated including an unaudited balance sheet as of the Company and its subsidiaries, if any, as at the end of such fiscal year, an unaudited income statement, and consolidated statements an unaudited statement of income and cash flows of the Company and its subsidiariesflows, if any, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in practices, and (2) quarterly unaudited financial statements for each case in comparative form fiscal quarter of the figures for Company (except the previous fiscal year, all in reasonable detail and certified by the independent public accountants last quarter of the Company. (ii) Within forty-five (45) days after the end of the first’s fiscal year), second, and third quarterly accounting periods in each fiscal year of the Company, a consolidated including an unaudited balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly periodfiscal quarter, an unaudited income statement, and consolidated statements an unaudited statement of income and cash flows of the Company and its subsidiaries for such period and for the current fiscal year to dateflows, all 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 yearpractices, subject to changes resulting from normal year-end audit adjustments, all in reasonable detail, except that such financial statements need not contain . If the notes required by generally accepted accounting principles. (iii) Within thirty (30) days after the end Company has audited records of each month a consolidated balance sheet any of the Company and its subsidiariesforegoing, if any, as at the end of such month and consolidated statements of income and cash flows of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principles. (iv) The Company may provide, and then it shall provide those in lieu of the unaudited versions. In addition to and without limiting the foregoing, and prior to the occurrence of any Series Seed Failure to Invest, the Company shall: (i) provide to one (1) authorized representative of LAI (initially E▇ ▇▇▇▇), at the frequency reasonably requested by such representative, all financial information required pursuant reasonably necessary for such representative to subsections analyze and manage the Company’s payables, financial commitments and cash flow; (aii) provide to the Series Seed Board Designees (as defined below) monthly financial updates concerning the Company; and (biii) notify LAI in writing (including by email) (each a “Financial Commitment Notice”), copies and seek LAI’s written consent (including by email) (e.g., from either E▇ ▇▇▇▇, J▇▇ ▇▇▇, J▇▇▇▇▇ ▇▇▇▇▇▇▇ or another authorized representative of its annual reports on Form 10-K and its quarterly reports on Form 10-QLAI), respectivelybefore the Company commits to pay any contractual or financial obligation with an aggregate value in excess of $50,000 (each a “Financial Commitment Consent”).

Appears in 1 contract

Sources: Series Seed Preferred Stock Investment Agreement (Alfi, Inc.)

Basic Financial Information. The Company hereby covenants and agrees, so So long as any Holder owns at least 770,000 Shares Series A Stockholder continues to hold outstanding shares of Registrable Securities Series A Preferred Stock (as adjusted for stock splits, reverse stock splits, stock dividends and similar eventsor Common Stock issued upon conversion thereof), the Company will furnish the following reports to each such HolderSeries A Stockholder: (ia) Within ninety (90) days as soon as practicable after the end of each fiscal year of the Company, a and in any event within ninety (90) days thereafter, an audited consolidated balance sheet of the Company and its subsidiaries, if any, as at of the end of such fiscal year, and audited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, 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 and certified by the an independent public accountants accounting firm of nationally recognized standing selected by the Company.; (iib) Within forty-five (45) days as soon as practicable after the end of the first, second, and third quarterly accounting periods each calendar quarter in each fiscal year of the Company, a and0 in any event within forty-five (45) days thereafter, an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries subsidiaries, if any, for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (subject to changes resulting from normal year-end audit adjustments and except that such financial statements need not contain the notes required by generally accepted accounting principles) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, subject to changes resulting from normal year-end audit adjustmentsyear and the corresponding budgeted figures for the current periods, all in reasonable detail, except that such detail and certified by the principal financial statements need not contain or accounting officer of the notes required by generally accepted accounting principles.Company; and (iiic) Within thirty (30) days as soon as practicable after the end of each month a consolidated month, but in any event within 30 days thereafter, the unaudited balance sheet of the Company and its subsidiaries, if any, as at of the end of such month and consolidated statements its unaudited statement of income and losses, stockholders' equity and cash flows of for such month (without the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with footnotes required under generally accepted accounting principles). (iv) The Company may provide, and in lieu of the financial information required pursuant to subsections (a) and (b), copies of its annual reports on Form 10-K and its quarterly reports on Form 10-Q, respectively.

Appears in 1 contract

Sources: Investors Rights Agreement (Synchronoss Technologies Inc)

Basic Financial Information. The Company hereby covenants and agrees, so long as any Holder owns at least 770,000 Shares of Registrable Securities (as adjusted for stock splits, reverse stock splits, stock dividends and similar events), the Company will furnish the following reports to any Holder, so long as such Holder (or its representative) owns at least 191,000 Shares, or such number of shares of Common Stock issued upon conversion of 191,000 or more Shares, or any combination thereof (as presently constituted and subject to subsequent adjustment for stock splits, stock dividends, reverse stock splits, recapitalizations and the like (a "Significant Holder:"): (ia) Within As soon as practicable after the end of each fiscal] year of the Company, and in any event within ninety (90) days after the end of each fiscal year of the Companythereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and consolidated statements of income and cash flows sources and applications of funds of the Company and its subsidiaries, if any, for such year, 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 and certified by the independent public accountants of recognized national standing selected by the Company, and a Company-prepared comparison to the Company's operating plan for such year. (iib) Within forty-five (45) days As soon as practicable after the end 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 and its subsidiaries, if any, as of the end of each such quarterly period, and consolidated statements of income and cash flows sources and applications of funds of the Company and its subsidiaries for such period and for the current fiscal year to date, prepared in accordance with generally accepted accepting accounting principles consistently applied and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, year subject to changes resulting from normal year-end audit adjustments, all in reasonable detaildetail 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 principles. (iiic) Within thirty (30) days after From the end of each month a consolidated balance sheet date the Company becomes subject to the reporting requirements of the Company and its subsidiaries, if any, as at the end of such month and consolidated statements of income and cash flows of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principles. Exchange Act (iv) The Company may providewhich shall include any successor federal statute), and in lieu of the financial information required pursuant to subsections (aSections 2.1(a) and (b), copies of its annual reports on Form 10-K and its quarterly reports on Form 10-Q, respectively.

Appears in 1 contract

Sources: Investors' Rights Agreement (Overland Data Inc)

Basic Financial Information. The Company hereby covenants and agrees, so long as any Holder owns at least 770,000 Shares of Registrable Securities (as adjusted for stock splits, reverse stock splits, stock dividends and similar events), the Company will furnish the following reports to such Holdereach holder of Registrable Securities: (ia) Within ninety (90) days As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as at of the end of such fiscal year, and consolidated statements of income and cash flows flow of the Company and its subsidiaries, if any, for such year, 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 and certified by the independent public accountants of recognized national standing selected by the Company. (iib) Within As soon as practicable after the end of each quarterly accounting period in each fiscal year of the Company, and in any event within forty-five (45) days after the end of the first, second, and third quarterly accounting periods in each fiscal year of the Companythereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period, period and consolidated statements of income and cash flows flow of the Company and its subsidiaries subsidiaries, if any, for such period and for the current fiscal year to date, 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, subject to changes resulting from normal year-end audit adjustments, all in reasonable detaildetail and certified by the chief financial officer of the Company (or the president if no CFO is in place), except that such financial statements need not contain the notes required by generally accepted accounting principles. (iiic) Within As soon as practicable after the end of each monthly accounting period and in any event within thirty (30) days after the end of each month thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as at of the end of such month and consolidated statements of income and of cash flows flow of the Company and its subsidiaries, if any, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principles consistently applied and certified by the chief financial officer of the Company (or the president if no CFO is in place), except that such statements need not contain the notes required by generally accepted accounting principles. (iv) The Company may provide, and in lieu of the financial information required pursuant to subsections (a) and (b), copies of its annual reports on Form 10-K and its quarterly reports on Form 10-Q, respectively.

Appears in 1 contract

Sources: Stockholders Agreement (Exactis Com Inc)

Basic Financial Information. The Company hereby covenants and agrees, so long as any Holder owns at least 770,000 Shares of Registrable Securities (as adjusted for stock splits, reverse stock splits, stock dividends and similar events), the Company will furnish to each Investor and any owner of 5% or more of the following reports to such Holder:outstanding shares of Common Stock (“Qualifying Owner”): (i) Within ninety (90) as soon as practicable, but no later than 120 days after the end of each fiscal year of the Company, (A) a consolidated balance sheet as of the end of such fiscal year, (B) a profit and loss statement as of the end of such fiscal year, (C) a statement of cash flows of the Company and its subsidiaries, if any, as at of the end of such fiscal year, and consolidated statements (D) a statement of income and cash flows stockholders’ equity as of the Company and its subsidiaries, if any, for end of such fiscal year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form practices (“GAAP”) and audited and certified by an recognized accounting firm that is a PCAOB qualified auditor, commencing with the figures for the previous 2021 fiscal year; (ii) as soon as practicable, but not later than 45 days after each fiscal quarter of the Company, quarterly reports of management of the Company generally describing material Company events from that quarter (except that such reports may (A) be subject to normal year-end auditing adjustments, and (B) not contain all notes thereto that may be required in accordance with GAAP, as required); (iii) as soon as practicable, after a change of more than ten percent (10%) of the stock ownership 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 stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in reasonable sufficient detail as to permit the Holders to calculate their respective percentage equity ownership in the Company, and certified by the independent public accountants Chief Executive Officer or senior finance officer of the Company.Company as being true, complete, and correct; (iiiv) Within forty-five as soon as practicable, but in any event by December 1 of each calendar year, the officers of the Company shall prepare and present an annual budget (45the “Budget”) days for the Company and each of its subsidiaries for the upcoming year, which Budget shall include, without limitation, all expense and capital spending expectations for the Company; (v) as soon as practicable, but in any event by March 15 after the end of the first, second, and third quarterly accounting periods in each fiscal year of the Company, all tax information necessary for the Investors to file their respective state and federal tax filings; (vi) at the option of an Investor holding a majority of the outstanding Notes (the “Majority Investor”), and up to two times annually, certain officers of the Company, as selected by the Majority Investor (which may include, among others, the Chief Executive Officer and/or senior finance officer), shall provide an in-person presentation to the Investors at the Company’s corporate headquarters or by Video teleconference covering, among any other topic(s) selected by the Investor or Qualifying Owner, the performance of (past and forecasted), recent developments relating to, and material risks facing, the Company; and (vii) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as the Majority Investor may from time-to-time reasonably request. If, for any period, the Company has any subsidiary whose accounts are consolidated balance sheet with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and its all such consolidated subsidiaries. Notwithstanding anything else in this Section 1.1 to the contrary, if any, as of the end of each such quarterly period, and consolidated statements of income and cash flows of the Company and its subsidiaries for such period and for may cease providing the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied and setting information set forth in comparative form this Section 1.1 during the figures for period starting with the corresponding periods of the previous fiscal year, subject to changes resulting from normal year-end audit adjustments, all in reasonable detail, except that such financial statements need not contain the notes required by generally accepted accounting principles. (iii) Within date thirty (30) days after before the end of each month a consolidated balance sheet Company’s good faith estimate of the Company and its subsidiaries, if any, as at the end date of such month and consolidated statements filing of income and cash flows of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared a registration statement in accordance with generally accepted accounting principlesthe Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended; provided that (i) the Company’s covenants under this Section 1.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective or such registration statement is withdrawn. (iv) The Company may provide, and in lieu of the financial information required pursuant to subsections (a) and (b), copies of its annual reports on Form 10-K and its quarterly reports on Form 10-Q, respectively.

Appears in 1 contract

Sources: Subscription Agreement (Shuttle Pharmaceuticals Holdings, Inc.)

Basic Financial Information. The Company hereby covenants and agrees, so long as any Holder owns at least 770,000 Shares not less than 5% of Registrable Securities the outstanding voting stock of the Company (as adjusted for stock splits, reverse stock splits, stock dividends and similar eventson a fully diluted basis), the Company it will furnish the following reports to such each Holder: (ia) Within ninety (90) days As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, 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 yearyear (if any), all in reasonable detail and certified by the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or independent public accountants of recognized national standing selected by the Company. (iib) Within forty-five (45) days As soon as practicable after the end 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 and its subsidiaries, if any, as of the end of each such quarterly period, and consolidated statements of income and cash flows of the Company and its subsidiaries for such period and for the current fiscal year to date, 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 yearyear 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 detaildetail 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 principles. (iiic) Within thirty (30) days As soon as practical after the end of each month and in any event within thirty (30) days thereafter a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such month and consolidated statements of income and cash flows of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principlesprinciples consistently applied and certified by the principal financial or accounting officer of the Company, together with a comparison of such statements to the corresponding periods of the prior fiscal year and to the Company's operating plan then in effect and approved by its Board of Directors. (ivd) The Company may provideAnnually (but in any event at least thirty (30) days prior to the commencement of each fiscal year of the Company) the financial plan of the Company, in such manner and form as approved by the Board of Directors of the Company, which financial plan shall include a projection of income and a projected cash flow statement for such fiscal year and a projected balance sheet as of the end of such fiscal year. Any material changes in such business plan shall be submitted as promptly as practicable after such changes have been approved by the Board of Directors of the Company. (e) Within 30 days of receipt by the Company, a copy of the annual management review letter of the Company's independent public accountants. (f) As soon as practicable after transmission or occurrence and in lieu of the financial information required pursuant to subsections (a) and (b)any event within ten days thereof, copies of its annual any reports on Form 10-K or communications delivered to any class of the Company's security holders or broadly to the financial community, including any filings by the Company with any securities exchange, the Securities and its quarterly reports on Form 10-QExchange Commission or the National Association of Securities Dealers, respectively.Inc.

Appears in 1 contract

Sources: Investor's Rights Agreement (Ridgewood Power Growth Fund /Nj)

Basic Financial Information. The Company hereby covenants and agrees, so long as any Holder owns at least 770,000 Shares of Registrable Securities (as adjusted for stock splits, reverse stock splits, stock dividends and similar events), the Company will furnish the following reports to each Investor, so long as such Investor (or its representative) owns at least 200,000 Shares, or such number of shares of Common Stock issued upon conversion of 200,000 or more Shares, or any combination thereof (as presently constituted and subject to subsequent adjustment for stock splits, stock dividends, reverse stock splits, recapitalizations and the like) (a "Significant Holder:") (or a representative of any Significant Holder): (ia) Within ninety (90) days As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and consolidated statements of income and cash flows sources and applications of funds of the Company and its subsidiaries, if any, for such year, 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 and certified by the independent public accountants of recognized national standing selected by the Company. (iib) Within forty-five (45) days As soon as practicable after the end 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 and its subsidiaries, if any, as of the end of each such quarterly period, and consolidated statements of income and cash flows sources and applications of funds of the Company and its subsidiaries for such period and for the current fiscal year to date, 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, subject to changes resulting from normal year-end audit adjustments, all in reasonable detaildetail and certified by the principal financial or accounting officer of the Company, except that such financial statements balance sheet need not contain the notes required by generally accepted accounting principles. (iii) Within thirty (30) days after the end of each month a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such month and consolidated statements of income and cash flows of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principles. (iv) The Company may provide, and in lieu of the financial information required pursuant to subsections (a) and (b), copies of its annual reports on Form 10-K and its quarterly reports on Form 10-Q, respectively.

Appears in 1 contract

Sources: Investors' Rights Agreement (Collateral Therapeutics Inc)

Basic Financial Information. The Company hereby covenants and agrees, so long as any Holder owns at least 770,000 Shares of Registrable Securities (as adjusted for stock splits, reverse stock splits, stock dividends and similar events), the Company will furnish the following reports to such each Major Holder: (ia) Within ninety (90) within 120 days after the end of each fiscal year of the Company, a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and consolidated statements of income and income, cash flows and stockholders’ equity of the Company and its subsidiaries, if any, for such fiscal year, 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 yearapplied, all in reasonable detail audited and certified by the independent public accountants of nationally recognized standing selected by the Company.; (iib) Within forty-five (45) within 45 days after the end of the first, second, second and third quarterly accounting periods in each fiscal year of the Company, a an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and consolidated statements of income and cash flows of the Company and its subsidiaries subsidiaries, if any, for such period and for the current fiscal year to dateperiod, 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, subject to changes resulting from normal year-end audit adjustments, all in reasonable detail, (except that such financial statements need may be subject to normal year-end adjustments and may not contain the notes all footnotes required by generally accepted accounting principles.), and a comparison between (i) the actual amounts as of and for such quarterly accounting period and (ii) the comparable amounts for the respective prior quarterly accounting period and as included in the Budget (as defined below) for such quarterly accounting period; (iiic) Within thirty (30) within 45 days after the end of each month month, a consolidated balance sheet of the Company and its subsidiaries, if any, as at of the end of such month monthly period, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustmentssuch period, prepared in accordance with generally accepted accounting principles consistently applied (except that such financial statements may be subject to normal year-end adjustments and may not contain all footnotes required by generally accepted accounting principles.; (ivd) The Company may provideat least 30 days prior to the beginning of each fiscal year a comprehensive operating budget forecasting the Company’s revenues, expenses and in lieu cash position on a month-to-month basis for the upcoming fiscal year (the “Budget”); and (e) such other information relating to the financial condition, business or corporate affairs of the financial information required pursuant Company as any Major ▇▇▇▇▇▇ may from time to subsections (a) and (b), copies of its annual reports on Form 10-K and its quarterly reports on Form 10-Q, respectivelytime reasonably request.

Appears in 1 contract

Sources: Investors’ Rights Agreement (MapLight Therapeutics, Inc.)

Basic Financial Information. The Company hereby covenants and agrees, so 3.1.1 So long as any Series A Holder, Series B Holder owns at least 770,000 Shares or any assignee of such Holder shall own any Registrable Securities (as adjusted for stock splits, reverse stock splits, stock dividends and similar events), the Company will shall furnish the following reports to such Holder: (ia) Within ninety (90) days As soon as practicable after the end of each fiscal year of the Companyyear, a and in any event within 90 days thereafter, audited consolidated balance sheet sheets of the Company and its subsidiaries, if any, as at the end of such fiscal year, and audited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such fiscal year, 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 and certified accompanied by the a report and opinion thereon, by independent public accountants of national reputation selected by the Company.'s Board of Directors and by a copy of such accountants' management letter prepared in connection therewith; (iib) Within forty-five (45) days As soon as practicable after the end of the firsteach month, secondbut in any event within thirty (30) days thereafter, and third quarterly accounting periods in each fiscal year of the Company, a 's unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period, month and consolidated statements its unaudited statement of income and cash flows of the Company and its subsidiaries for such period month, indicating actual results versus the Company's plan, all in reasonable detail and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in comparative form certified by the figures for the corresponding periods principal financial or accounting officer of the previous fiscal year, subject to changes resulting from normal year-end audit adjustments, all in reasonable detail, except that such financial statements need not contain the notes required by generally accepted accounting principles.Company; (iiic) Within No later than thirty (30) days prior to the beginning of each fiscal quarter and not later than sixty (60) days prior to the beginning of each fiscal year, a copy of the Company's annual operating plan for the forthcoming fiscal quarter or year, as the case may be, forecasting the Company's revenues, expenses and cash position on a monthly basis and, as soon as practicable after the end adoption thereof, copies of each month a consolidated balance sheet any revisions to such operating plan; (d) With respect to the financial statements called for in subsection (b) of this Section 3.1.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its subsidiaries, if any, as at the end results of such month and consolidated statements of income and cash flows of the Company and its subsidiaries, for each month and operation for the current fiscal year of the Company to dateperiod specified, all subject to normal year-end audit adjustmentsadjustment; and (e) Such other information relating to the financial condition, prepared business, prospects or corporate affairs of the Company as a Series A Holder, Series B Holder or any assignee of a Series A Holder or Series B Holder may from time to time request, provided, however, that the Company shall not be obligated under this subsection (e) or any other subsection of Section 3.1.1 to provide information which it deems in accordance with generally accepted accounting principlesgood faith to be a trade secret or similar confidential information unless such Series A Holder or Series B Holder agrees to hold such information in confidence. (iv) 3.1.2 The Company may provide, and in lieu require any recipient of the financial information required set forth in Section 3.1.1 above to execute a reasonable non-disclosure agreement in a form acceptable to Company counsel. 3.1.3 The rights granted pursuant to subsections (a) this Section 3.1 may be assigned or otherwise conveyed by the Series A Holders or Series B Holders or by any subsequent transferee of Registrable Securities, provided such transferee holds at lease 50,000 shares of Registrable Securities; and (b)provided further, copies that the Company may refuse to provide such information if the transferee is a competitor of its annual reports on Form 10-K and its quarterly reports on Form 10-Q, respectivelythe Company.

Appears in 1 contract

Sources: Investor Rights Agreement (Trizetto Group Inc)

Basic Financial Information. The If at any time the Company hereby covenants and agrees, so long as any Holder owns is not subject to the reporting requirements at least 770,000 Shares Section 13 or 15(d) of Registrable the Securities (as adjusted for stock splits, reverse stock splits, stock dividends and similar events)Exchange Act of 1934, the Company will furnish the following reports to such each Holder: (ia) Within ninety (90) days As soon as practicable after the end of each fiscal year of the Company, and in any event within 90 days thereafter, a consolidated and consolidating balance sheet of the Company and its subsidiaries, if any, as at of the end of such fiscal year, and consolidated and consolidating statements of income and cash flows flow of the Company and its subsidiaries, if any, for such year, 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 and certified audited by a "Big Five" international accounting firm selected by the independent public accountants of the Company.; (iib) Within forty-five (45) days As soon as practicable after the end of the first, second, and third each quarterly accounting periods period in each fiscal year of the Company, and in any event within 45 days thereafter, a consolidated and consolidating balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and consolidated and consolidating statements of income and cash flows flow of the Company and its subsidiaries subsidiaries, if any, for such period and for the current fiscal year to date, 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, subject to changes resulting from normal year-end audit adjustments, all in reasonable detaildetail and certified by the chief financial officer of the Company, except that such financial statements need not contain the notes required by generally accepted accounting principles.; and (iiic) Within thirty (30) days As soon as practicable after the end of each month monthly accounting period and in any event within 30 days thereafter, a consolidated and consolidating balance sheet of the Company and its subsidiaries, if any, as at of the end of such month and consolidated and consolidating statements of income and of cash flows flow of the Company and its subsidiaries, if any, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principles. (iv) The Company may provide, principles consistently applied and in lieu certified by an officer of the Company, except that such statements need not contain the notes required by generally accepted accounting principles. Such balance sheet and statements shall include a comparison to the Company's financial information required pursuant to subsections (a) plan for such month and (b), copies of its annual reports on Form 10fiscal year-K to-date period and its quarterly reports on Form 10-Q, respectivelyshall show variances therefrom.

Appears in 1 contract

Sources: Stockholders Agreement (Knology Inc)

Basic Financial Information. The Company hereby covenants and agrees, so long as any Holder owns at least 770,000 Shares of Registrable Securities (as adjusted for stock splits, reverse stock splits, stock dividends and similar events), the Company will furnish the following reports to such each Holder: (ia) Within ninety (90) days As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared and audited by a nationally recognized accounting firm 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 and certified by detail. (b) As soon as practicable after the independent public accountants end of each quarterly accounting period in each fiscal year of the Company. (ii) Within , and in any event within forty-five (45) days after the end of the first, second, and third quarterly accounting periods in each fiscal year of the Companythereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and consolidated statements of income and cash flows of the Company and its subsidiaries for such period and for the current fiscal year to date, 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 yearyear 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 detaildetail 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 principles. (iiic) Within As soon as practicable before the beginning of the Company's fiscal year, and in any event at least thirty (30) days after before the end of each month a consolidated balance sheet beginning of the Company Company's fiscal year, an annual budget and its subsidiaries, if any, as at the end of such month and consolidated statements of income and cash flows of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principlesoperating plan. (ivd) The From the date the Company may providebecomes subject to the reporting requirements of the Exchange Act (which shall include any successor federal statute), and in lieu of the financial information required pursuant to subsections (aSections 2.1(a) and (b), copies of its annual reports on Form 10-K and its quarterly reports on Form 10-Q, respectively.

Appears in 1 contract

Sources: Investors' Rights Agreement (Webex Inc)

Basic Financial Information. The Company hereby covenants and agrees, so long as any Holder owns at least 770,000 Shares of Registrable Securities (as adjusted for stock splits, reverse stock splits, stock dividends and similar events), the Company will furnish the following reports to such Holder:each Holder who owns at least five percent (5%) of the outstanding shares of the Company’s Common Stock assuming full conversion of the Shares and full conversion or exercise of all outstanding convertible securities, rights, options and warrants of the Company (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits and the like) (collectively, the “Major Holders”): (i) Within As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days after the end of each fiscal year of the Company, a an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with U.S. 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 and certified by the independent public accountants of the Companyapplied. (ii) Within As soon as practicable after the end 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 after the end of the first, second, and third quarterly accounting periods in each fiscal year of the Company, a an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries subsidiaries, if any, for such period and for the current fiscal year to dateperiod, prepared in accordance with U.S. generally accepted accounting principles consistently applied and setting forth in comparative form the figures for the corresponding periods of the previous fiscal yearapplied, subject to changes resulting from normal year-end audit adjustments, all in reasonable detail, except that such financial statements need not contain adjustments and the notes absence of required by generally accepted accounting principlesfootnote disclosure. (iii) Within thirty (30) days prior to the beginning of each fiscal year of the Company, an annual operating plan for such fiscal year and, as soon as practicable after the end of each month a monthly accounting period in each fiscal year of the Company, and in any event within thirty (30) days after the end of each such monthly accounting period, an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as at of the end of such month monthly accounting period, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for each month such monthly accounting period, prepared consistently and for in accordance with the current fiscal year of the Company to dateU.S. generally accepted accounting principles consistently applied, all subject to changes resulting from normal year-end audit adjustmentsadjustments and the absence of required footnote disclosure, prepared in accordance with generally accepted each compared against the annual operating plan results for such monthly accounting principlesperiod. (iv) The Company may provide, and in lieu of the financial information required pursuant to subsections (a) and (b), copies of its annual reports on Form 10-K and its quarterly reports on Form 10-Q, respectively.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Homeunion Holdings, Inc.)

Basic Financial Information. The Company hereby covenants and agrees, so long as any Holder owns will furnish the following reports to each of the Investors holding at least 770,000 Shares of Registrable Securities (as 500,000 shares(as adjusted for stock splits, reverse stock splits, stock dividends and similar events), transactions) of the Company will furnish the following reports to such Holderoutstanding Registrable Securities: (ia) Within ninety (90) days As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as at of the end of such fiscal year, and consolidated statements of income and cash flows flow of the Company and its subsidiaries, if any, for such year, 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 and certified by the independent public accountants of recognized national standing selected by the Company. (iib) Within As soon as practicable after the end of each quarterly accounting period in each fiscal year of the Company, and in any event within forty-five (45) days after the end of the first, second, and third quarterly accounting periods in each fiscal year of the Companythereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and consolidated statements of income and cash flows flow of the Company and its subsidiaries subsidiaries, if any, for such period and for the current fiscal year to date, 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, subject to changes resulting from normal year-end audit adjustments, all in reasonable detaildetail and certified by the chief financial officer of the Company (or the chief accounting officer if no chief financial officer is in place), except that such financial statements need not contain the notes required by generally accepted accounting principles. (iiic) Within As soon as practicable after the end of each monthly accounting period and in any event within thirty (30) days after the end of each month thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as at of the end of such month and consolidated statements of income and of cash flows flow of the Company and its subsidiaries, if any, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principles consistently applied and certified by the chief financial officer of the Company (or the chief accounting officer if no chief financial officer is in place), except that such statements need not contain the notes required by generally accepted accounting principles. (ivd) The Subsequent to the Company's initial public offering, the Company may providewill deliver to all holders of greater than or equal to 500,000 shares (as adjusted for stock splits, stock dividends and in lieu similar transactions) of the financial information required pursuant to subsections (a) and (b)Registrable Securities, copies of its annual all reports on Form 10-K and its quarterly reports on Form 10-Qrequired to be filed by the Company pursuant to the requirements of the Securities Exchange Act of 1934, respectivelyas amended.

Appears in 1 contract

Sources: Stockholders' Agreement (Vstream Inc /Co)

Basic Financial Information. The Company hereby covenants and agrees, so long as any Holder owns at least 770,000 Shares of Registrable Securities (as adjusted for stock splits, reverse stock splits, stock dividends and similar events), the Company will furnish to each Investor and any owner of 5% or more of the following reports to such Holder:outstanding shares of Common Stock (“Qualifying Owner”): (i) Within ninety (90) as soon as practicable, but no later than 120 days after the end of each fiscal year of the Company, (A) a consolidated balance sheet as of the end of such fiscal year, (B) a profit and loss statement as of the end of such fiscal year, (C) a statement of cash flows of the Company and its subsidiaries, if any, as at of the end of such fiscal year, and consolidated statements (D) a statement of income and cash flows stockholders’ equity as of the Company and its subsidiaries, if any, for end of such fiscal 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 practices (“GAAP”) and audited and certified by an recognized accounting firm that is a PCAOB qualified auditor, commencing with the independent public accountants of the Company.2021 fiscal year; (ii) Within forty-five as soon as practicable, but no later than twenty four (45) days after the end of the first, second, and third quarterly accounting periods in each fiscal year of the Company, a consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and consolidated statements of income and cash flows of the Company and its subsidiaries for such period and for the current fiscal year to date, 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, subject to changes resulting from normal year-end audit adjustments, all in reasonable detail, except that such financial statements need not contain the notes required by generally accepted accounting principles. (iii) Within thirty (3024) days after the end of each month a consolidated balance sheet of the Company and its subsidiariescalendar month, if any, as at the end of such month and consolidated unaudited statements of income and of cash flows for such month, an unaudited balance sheet and a statement of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to datestockholders’ equity, all prepared in accordance with GAAP after (except that such financial statements may (A) be subject to normal year-end audit auditing adjustments, prepared and (B) not contain all notes thereto that may be required in accordance with GAAP, as required), and key Company business metrics and performance indicators as of the end of such month; (iii) as soon as practicable, but not later than 45 days after each fiscal quarter of the Company, quarterly reports of management of the Company generally accepted accounting principles.describing material Company events from that quarter (except that such reports may (A) be subject to normal year-end auditing adjustments, and (B) not contain all notes thereto that may be required in accordance with GAAP, as required); (iv) The as soon as practicable, after a change of more than ten percent (10%) of the stock ownership 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 stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Holders to calculate their respective percentage equity ownership in the Company, and certified by the Chief Executive Officer or senior finance officer of the Company as being true, complete, and correct; (v) as soon as practicable, but in any event by December 1 of each calendar year, the officers of the Company shall prepare and present an annual budget (the “Budget”) for the Company and each of its subsidiaries for the upcoming year, which Budget shall include, without limitation, all expense and capital spending expectations for the Company; (vi) as soon as practicable, but in any event by March 15 after the end of the fiscal year of the Company, all tax information necessary for the Investors to file their respective state and federal tax filings; (vii) at the option of an Investor holding a majority of the outstanding Notes (the “Majority Investor”), and up to two times annually, certain officers of the Company, as selected by the Majority Investor (which may include, among others, the Chief Executive Officer and/or senior finance officer), shall provide an in-person presentation to the Investors at the Company’s corporate headquarters or by Video teleconference covering, among any other topic(s) selected by the Investor or Qualifying Owner, the performance of (past and forecasted), recent developments relating to, and material risks facing, the Company; and (viii) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as the Majority Investor may from time to time reasonably request. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Section 1.1 to the contrary, the Company may provide, and cease providing the information set forth in lieu this Section 1.1 during the period starting with the date thirty (30) days before the Company’s good faith estimate of the financial information required pursuant date of filing of a registration statement in accordance with the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended; provided that (i) the Company’s covenants under this Section 1.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to subsections (a) and (b), copies of its annual reports on Form 10-K and its quarterly reports on Form 10-Q, respectivelycause such registration statement to become effective or such registration statement is withdrawn.

Appears in 1 contract

Sources: Investor Rights and Lock Up Agreement (Signing Day Sports, Inc.)

Basic Financial Information. The Company hereby covenants and agrees, so long as any Holder owns at least 770,000 Shares of Registrable Securities (as adjusted for stock splits, reverse stock splits, stock dividends and similar events), the Company will furnish the following reports to such each Holder: (i) Within ninety (90) days a. As soon as practicable after the end of each fiscal year of the Company, in any event within ninety (90) days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as at of the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, 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, all in reasonable detail and certified by the independent certified public accountants of selected by the Company. (ii) Within forty-five (45) days b. As soon as practicable after the end of the first, second, 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 and its subsidiaries, if any, as of the end of each such quarterly period, and consolidated statements of income and cash flows of the Company and its subsidiaries subsidiaries, if any, for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the corresponding periods of the previous fiscal year, subject to changes resulting from normal year-end audit adjustments, all in reasonable detaildetail 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 principles. (iii) Within thirty (30) days after c. At the end request of each month a consolidated balance sheet Holder, copies of annual operating budgets for the upcoming fiscal year that have been provided to Silicon Valley Bank under the terms of its loan and security agreement. d. From the date the Company becomes subject to the reporting requirements of the Company and its subsidiaries, if any, as at the end of such month and consolidated statements of income and cash flows of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principles. Exchange Act (iv) The Company may providewhich shall include any successor federal statute), and in lieu of the financial information required pursuant to subsections (aSections 14(a) and (b14(b), the Company shall file copies of its annual reports on Form 10-K and its quarterly reports on Form 10-Q, respectively.

Appears in 1 contract

Sources: Investors' Rights Agreement (Quinton Cardiology Systems Inc)

Basic Financial Information. The Company hereby covenants and agrees, so long as any Holder owns at least 770,000 Shares of Registrable Securities (as adjusted for stock splits, reverse stock splits, stock dividends and similar events)a) Subject to Section 2.1 (b) below, the Company will furnish the following reports to such each Holder: (i) Within ninety (90) days As soon as practicable after the end of each fiscal year of the Company, a and in any event within ninety (90) days thereafter, an audited consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and audited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, 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 and certified by the independent public accountants of the Companydetail. (ii) Within forty-five (45) days As soon as practicable after the end 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 and its subsidiaries, if any, as of the end of each such quarterly period, and consolidated statements of income and cash flows of the Company and its subsidiaries for such period and for the current fiscal year to date, 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, subject to changes resulting from normal year-end audit adjustments, all in reasonable detail, except that such financial statements need not contain the notes required by generally accepted accounting principles. (iii) Within As soon as practicable before the beginning of each fiscal year, and in any event no later than thirty (30) days after the end of prior to each month fiscal year, a consolidated balance sheet plan of the Company and its subsidiaries, if any, as at the end of such month and consolidated statements of income and cash flows of the Company and its subsidiaries, for each month and Company's annual operating budget for the current approaching fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principles. (iv) The To the extent available, monthly unaudited financial statements (including income statements, balance sheets, cash flow statements and summaries of bookings), annual and long-term budgets and other customary information such as reports of adverse developments, management letters, communications with stockholders, press releases and registration statements. (v) From the date the Company may providebecomes subject to the reporting requirements of the Exchange Act (which shall include any successor federal statute), and in lieu of the financial information required pursuant to subsections Section 2.1 (a) and (b)hereof, copies of its annual reports on Form 10-K and its quarterly reports on Form 10-QQ. (b) The rights of any Holder pursuant to Section 2.1 (a) above shall terminate on the date such Holder owns less than thirty-three percent (33%) of such Holder's initial Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, respectivelystock dividends, reverse stock splits and the like).

Appears in 1 contract

Sources: Investors' Rights Agreement (PeopleSupport, Inc.)

Basic Financial Information. The Company hereby covenants and agrees, so long as any Holder owns at least 770,000 Shares of Registrable Securities (as adjusted for stock splits, reverse stock splits, stock dividends and similar events), the Company will furnish the following reports to such each Holder of at least 400 shares (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like and aggregating all shares of Registrable Securities held by entities affiliated with an Investor, including but not limited to trusts for the benefit of an Investor or Investor’s immediate family members and any partner of an Investor) of the Company’s Registrable Securities (each a “Significant Holder:”): (ia) Within ninety (90) days As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, 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 and certified by the independent public accountants of recognized national standing selected by the Company. (iib) Within forty-five (45) days As soon as practicable after the end 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 and its subsidiaries, if any, as of the end of each such quarterly period, and consolidated statements of income and cash flows of the Company and its subsidiaries for such period and for the current fiscal year to date, 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 yearyear 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 detaildetail 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 principles. (iiic) Within thirty (30) days after From the end of each month a consolidated balance sheet date the Company becomes subject to the reporting requirements of the Company and its subsidiaries, if any, as at the end of such month and consolidated statements of income and cash flows of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principles. Exchange Act (iv) The Company may providewhich shall include any successor federal statute), and in lieu of the financial information required pursuant to subsections (aSections 2.1(a) and (b), copies of its annual reports on Form 10-K and its quarterly reports on Form 10-Q, respectively.

Appears in 1 contract

Sources: Investor Rights Agreement (Ithaka Acquisition Corp)