Certain Information Rights Sample Clauses
Certain Information Rights. (a) The Company shall promptly advise the Purchasers in writing of the occurrence of any matter or event that would cause a Material Adverse Effect, that occurs on or after the date of this Agreement and prior to the Closing.
(b) Prior to the Closing and, so long as (i) the Fairfax Share Percentage is equal to or greater than 50% and (ii) the Fairfax Beneficial Ownership Percentage is equal to or greater than 5%, at any time from and after the Closing, the Company shall, and shall cause its subsidiaries to, afford and its accountants, counsel and other representatives, upon reasonable notice and at such reasonable times as may be requested by any Purchaser, reasonable access, to (x) consult with the management on significant business issues relating to the operation of the Company and its subsidiaries as may be reasonably requested by such Purchaser and (y) materials within the control of the Company as may be reasonably requested by such Purchaser; provided that if the Company reasonably believes it would be in the best interests of the Company to not provide any such materials to such Purchaser due to the sensitive nature of such materials (such materials, “Restricted Materials”), the Company shall notify such Purchaser of such determination and in good faith discuss the basis for such determination with such Purchaser and, following such discussion, the Company shall have no obligation to disclose to such Purchaser any materials that the Company reasonably believes are Restricted Materials, subject, in the case of clauses (x) and (y), to appropriate confidentiality undertakings with respect to any proprietary information and facilities.
(c) During any period in which the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and so long as (i) the Fairfax Share Percentage is equal to or greater than 50% and (ii) the Fairfax Beneficial Ownership Percentage is equal to or greater than 5%, the Company shall provide to the Purchasers (i) within 120 days after the end of each fiscal year of the Company, audited consolidated financial statements of the Company for such fiscal year and (ii) within 45 days after the end of each fiscal quarter, unaudited consolidated financial statements of the Company for such fiscal quarter, provided that the Company shall not be required to deliver any such report with respect to the fourth fiscal quarter.
(d) Notwithstanding anything to the contrary, the rights set forth in clauses (b...
Certain Information Rights. The Company shall deliver to the Purchaser the following information; provided that the requirements of the following clauses shall be deemed satisfied to the extent such information is publicly filed or publicly furnished with the SEC by the date required under the Exchange Act and/or applicable rules and regulations of the SEC:
(a) Within 90 days after the end of each fiscal year of the Company, audited consolidated balance sheets and audited consolidated statements of operations and comprehensive loss, equity and cash flows of the Company and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by an independent public accountant of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial position and results of operations and cash flows of the Company and its Subsidiaries as of the end of and for such year on a consolidated basis in accordance with GAAP consistently applied; and
(b) Within 45 days after the end of each fiscal quarter of the Company, unaudited condensed consolidated balance sheets and unaudited condensed consolidated statements of operations and comprehensive loss, equity and cash flows of the Company and its subsidiaries as of the end of and for such fiscal quarter (except in the case of cash flows) and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheets, as of the end of) the previous fiscal year, all certified by a financial officer of the Company as presenting fairly in all material respects the financial position and results of operations and cash flows of the Company and its Subsidiaries as of the end of and for such fiscal quarter (except in the case of cash flows) and such portion of the fiscal year on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes. Purchaser shall continue to have the information rights provided by this Section 4.09 so long as the Ownership Condition is satisfied.
Certain Information Rights. Between the date hereof and the Closing Date, the Company shall inform the Purchasers promptly of any inquiries, discussions, offers or proposals for, or negotiations looking toward, any purchase or other acquisition of any of the capital stock of or equity interests in (whether newly issued or currently outstanding) the Company or any of the Company Subsidiaries; and the Company shall provide promptly to the Purchasers copies of any written documents prepared by or received by the Company or its advisors in connection therewith.
Certain Information Rights. 35 ARTICLE V. CONDITIONS...............................................................................35
Certain Information Rights. At the request of Microsoft Corporation, for so long as it beneficially owns a majority of the aggregate principal amount of the Notes then outstanding directly or through one or more wholly-owned Subsidiaries, from time to time (but in no event more than once per quarter) upon reasonable advance written notice to Parent, Parent will make members of senior management of Parent and its Subsidiaries available to meet with members of senior management of Microsoft Corporation at a mutually agreeable time and place during business hours for the purpose of discussing Parent’s and its Subsidiaries’ business, financial condition and results of operations.
Certain Information Rights. In the event the Acquiror ceases to file periodic reports under the Securities Exchange Act of 1934 for any reason, Acquiror shall furnish to any Company Major Stockholder, so long as such Company Major Stockholder owns no less than twenty-five percent (25%) of the shares originally issued to such Company Major Stockholder as Closing Merger Consideration and is not a competitor (or Affiliate of a competitor) of the Acquiror or any of its Subsidiaries (as reasonably determined in good faith by A▇▇▇▇▇▇▇), the following: (i) quarterly (a) unaudited financial statements and (b) then-current redacted capitalization table of the Acquiror (or, at Acquiror’s option, confirmation of the applicable Company Major Stockholder’s outstanding percentage interest in Acquiror), in each case, within sixty (60) days after the last day of each fiscal quarter of Acquiror. For purposes of this Section 6.04, all such reports will be deemed to be “furnished” to any such Company Major Stockholder upon Acquiror’s delivery of such reports to the Stockholder Representative for further distribution by such Stockholders Representatives to the applicable Company Major Stockholders. Notwithstanding the foregoing, the Acquiror may at any time condition any Company Major Stockholder’s receipt of such information on such Company Major Stockholder’s execution of a customary confidentiality agreement.
Certain Information Rights. Subject to Section 4.3, the Company shall provide to the Investor, within five (5) Business Days of the same being available, copies of (a) monthly operational reports as prepared for the senior management team of the Company; (b) quarterly reports of net revenues and adjusted EBITDA for each business segment of the Company; and (c) quarterly compliance certificates as delivered to the lenders under the Second Amended and Restated Credit Agreement, dated as of March 28, 2014, as amended and as may be further amended or replaced from time to time; provided, that the Company shall have no obligation to deliver any of the foregoing at any time after the earlier of (i) the Investor holds fewer than 2,410,800 shares of Series A Preferred Stock originally issued pursuant to the Subscription Agreement (or the shares of Common Stock issued upon conversion thereof) (as adjusted for stock splits, combinations, reorganizations and the like with respect to the Series A Preferred Stock) and (ii) the consummation of the IPO.
Certain Information Rights. Until the redemption of all of the outstanding Series A Preferred Units, the Company shall provide to Investor the following information:
(a) concurrently with the delivery to the lenders of Credit and Guarantee Agreement, dated September 1, 2023, by and among OPAL Fuels Intermediate HoldCo LLC, as the borrower, the financial institutions from time to time parties thereto as lenders and as issuers of letters of credit, Bank of America, N.A. as the administrative agent, and the other agents and persons from time to time party thereto (as amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time), including any replacement or refinancing thereof (collectively, the “Specified Indebtedness”), any compliance certificates being delivered under the Specified Indebtedness related to the financial statements furnished and compliance with any covenants thereunder (the “Specified Indebtedness Compliance Certificates”);
(b) as soon as available, but in any event within 90 days after the end of each fiscal year of the Parent (subject to a 30 day cure period), copies of the balance sheets of the Parent and its consolidated Subsidiaries (including such consolidating statements for Parent), in each case, as at the end of such year, the related statements of income and of cash flows for such year and statements of stockholders’ or members’ equity, as applicable, for such year, in each case (i) together with an opinion of a firm of nationally recognized independent certified public accountants and (ii) showing a comparison against the balance sheets and statements, as applicable, from the prior fiscal year; and
(c) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of the Parent (subject to a 30 day cure period), copies of the unaudited balance sheets of Parent and its consolidated Subsidiaries (including such consolidating statements for Parent), in each case, as at the end of such quarter, the related unaudited statements of income and of cash flows for such quarter and statements of stockholders’ or members’ equity, as applicable, for such quarter and the portion of the fiscal year through the end of such quarter, in each case, showing a comparison against the balance sheets and statements, as applicable, from the prior dates and periods.
(d) Any financial statements delivered pursuant to Section 8(b) or 8(c) above, hereinafter refer...
Certain Information Rights. Subject to the provisions of Section 2 above, while a public market exists for the Warrant Shares, the Company agrees to make and keep public information available, as those terms are construed in Rule 144 under the Securities Act of 1933, to file with the commission in a timely manner all periodic reports and to use its best efforts to file other documents required of the Company under the such Act and the Securities Exchange Act of 1934 for applicable time periods under Rule 144. Upon the request of any Holder, the Company will furnish such Holder a copy of such filings. Holder can elect to purchase Shares separately from this Agreement in order to become eligible to receive information provided to all shareholders and can elect to be on Company's non obligatory "courtesy copy" fax list in order to receive corporate (as opposed to commercial or product) press releases along with other interested parties by providing Company with current contact information from time to time.
Certain Information Rights. (a) So long as Grande Holdings or any Subsidiary thereof continues to hold any partnership interest in Ultimate Parent and Grande Holdings is required to comply with the disclosure and reporting obligations of the Exchange Act, Ultimate Parent shall provide to Grande Holdings and its auditors, at Grande Holdings’ expense, such information as is reasonably requested by Grande Holdings and provide reasonable access to relevant accounting records and personnel to enable Grande Holdings to comply with such disclosure and reporting obligations; provided Ultimate Parent’s obligations pursuant to this Section 7.23(a) shall apply only with respect to such disclosure and reporting obligations of Grande Holdings for its fiscal year ending on December 31, 2009 and any period prior thereto.
(b) So long as the Grande Holdings Investor continues to hold any partnership interest in Ultimate Parent (and to the extent not already provided for above, in the Partnership Agreement, or in the RULPA (as defined in the Partnership Agreement), the Grande Holdings Investor shall be entitled to examine the books and records of Ultimate Parent and receive other such information as the Grande Holdings Investor may reasonably request, at reasonable times and intervals, concerning the general status of Ultimate Parent’s financial condition and operations.
(c) So long as Grande Holdings. or any Subsidiary thereof continues to hold any partnership interest in Ultimate Parent, the Grande Holdings Investor shall be entitled to consult with and advise management of Ultimate Parent on significant business issues, including management’s proposed quarterly and annual operating plans. Upon request by the Grande Holdings Investor, management of the Ultimate Parent shall meet with authorized representatives of the Grande Holdings Investor, at a mutually agreeable time and place, to review progress in achieving such plans.