Common use of DOCUMENTS YOU WILL PROVIDE US Clause in Contracts

DOCUMENTS YOU WILL PROVIDE US. Upon signing this Warrant Agreement You will provide Us with: • Executed originals of this Warrant Agreement, and all other documents and instruments that We may reasonably require • Secretary’s certificate of incumbency and authority • Certified copy of resolutions of Your board of directors approving this Warrant Agreement • Certified copy of Certificate of Incorporation and by-laws as amended through the Effective Date • Current Investors’ Rights Agreement So long as this Warrant Agreement is in effect, You shall provide Us with the following: • Within ten (10) business days following the closing of any equity financing, or extension of an existing round of equity financing, occurring after the Effective Date, in which You issue preferred stock or other securities You will provide Us with copies of the fully executed equity financing documents, including without limitation the related stock purchase agreement, investors rights agreement, voting agreement, amended or restated certificates of incorporation, current capitalization table and other related documents. Notwithstanding the foregoing, Your failure to comply with the provisions in this paragraph shall not be deemed to be a breach, provided You have provided such information to Us within ten (10) business days of Our written request. • Within thirty (30) days after completion You shall provide Us with any 409A Valuation Reports or other similar reports prepared for You. Notwithstanding the foregoing, Your failure to comply with the provisions in this paragraph shall not be deemed to be a breach, provided You have provided such information to Us within ten (10) business days of Our written request. • After all obligations under the Loan Agreement have been finally paid in full, within forty five (45) days after the end of each of the first three fiscal quarters, You will provide Us with (1) an unaudited income statement, statement of cash flows, and an unaudited balance sheet prepared in accordance with GAAP accompanied by a report detailing any material contingencies, and (2) within one hundred eighty (180) days of the end of each fiscal year end, You will provide Us with audited financial statements accompanied by an audit report and an unqualified opinion of the independent certified public accountants. • You shall submit to Us any other documents and other information that We may reasonably request from time to time and are necessary to implement the provisions and purposes of this Warrant Agreement.

Appears in 4 contracts

Samples: English Warrant Agreement (Tintri, Inc.), English Warrant Agreement (Tintri, Inc.), English Warrant Agreement (Tintri, Inc.)

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DOCUMENTS YOU WILL PROVIDE US. Upon signing this Warrant Agreement Agreement, You will provide Us withwith each of the following documents on or before the Closing Date: • Executed originals of this Warrant Agreement, and all other documents and instruments that We may reasonably require require; SecretarySecretary’s/Director’s certificate of incumbency and authority for each of You; As it relates to ForgeRock, Inc. and ForgeRock US, Inc. • Certified copy of resolutions of each of Your board boards of directors approving this Agreement, the associated Warrant Agreement Agreement(s) and the other Loan Documents and the transactions evidenced by this Agreement, the associated Warrant Agreement(s) and the other Loan Documents; • Certified copy of Certificate of Incorporation and byBy-laws Laws for each of You, as amended through the Effective Closing Date; As it relates to ForgeRock Limited • Certified copy of resolutions of each of Your boards of directors approving this Agreement, Security Confirmation Deed and the other Loan Documents and the transactions evidenced by this Agreement and the other Loan Documents; • Certified copy of Your Articles of Association and Memorandum and Certificate of Incorporation, as amended through the Closing Date; • A certificate of good standing from the State of incorporation of each of You, and similar certificates from all other jurisdictions where any of Your Subsidiaries do business and where the failure to be qualified could reasonably be expected to have a Material Adverse Effect; • Payment of the Facility Fee for the Commitment Amount as denoted in the Table of Terms; • Your budget and business plan of the current fiscal year; • Executed Certificate of Perfection, attached as Exhibit C; and • Executed Managerial Assistance Acknowledgement Letter, attached as Exhibit F; the Parties acknowledge the Managerial Assistance Acknowledgment Letter executed on the Original Closing Date • Current Investors’ Rights Agreement So long as this Warrant Agreement is in effectfull force and effect and satisfies this condition; and • Any such other documents as We may reasonably request. Until Payment in Full of the Secured Obligations, each of You shall provide Us with the following: • Within ten (10) business days following the closing of any equity financing, or extension of an existing round of equity financing, occurring after the Effective Date, in which You issue preferred stock or other securities You will provide Us with copies of the fully executed equity financing documents, including without limitation the related stock purchase agreement, investors rights agreement, voting agreement, amended or restated certificates of incorporation, current capitalization table and other related documents. Notwithstanding the foregoing, Your failure to comply with the provisions in this paragraph shall not be deemed to be a breach, provided You have provided such information to Us within ten (10) business days of Our written request. • Within thirty (30) days after completion You shall provide Us with any 409A Valuation Reports or other similar reports prepared for You. Notwithstanding the foregoing, Your failure to comply with the provisions in this paragraph shall not be deemed to be a breach, provided You have provided such information to Us within ten (10) business days of Our written request. • After all obligations under the Loan Agreement have been finally paid in full, within forty five (45) days after the end of each of the first three fiscal quarters, You will provide Us with (1) an unaudited income statement, statement of cash flows, and an unaudited balance sheet prepared in accordance with GAAP accompanied by a report detailing any material contingencies, and (2) within one hundred eighty (180) days of the end of each fiscal year end, You will provide Us with audited financial statements accompanied by an audit report and an unqualified opinion of the independent certified public accountants. • You shall submit to Us any other documents and other information that We may reasonably request from time to time and are necessary to implement the provisions and purposes of this Warrant Agreement.with:

Appears in 2 contracts

Samples: Loan and Security Agreement (ForgeRock, Inc.), Loan and Security Agreement (ForgeRock, Inc.)

DOCUMENTS YOU WILL PROVIDE US. Upon signing this Warrant Agreement You will provide Us with: • Executed originals of this Warrant Agreement, and all other documents and instruments that We may reasonably require • Secretary’s certificate of incumbency and authority • Certified copy of resolutions of Your board of directors approving this Warrant Agreement • Certified copy of Certificate of Incorporation and byBy-laws Laws as amended through the Effective Date • Current Investors’ Investor’s Rights Agreement So long as this Warrant Agreement is in effect, You shall provide Us with the following: • Within ten fifteen (1015) business days following Business Days after the closing of any equity financing, or extension of an existing round of equity financing, occurring after the Effective Date, in which You issue preferred stock or other securities You will provide Us with copies of the fully executed equity financing documents, including without limitation the related stock purchase agreement, investors rights agreement, voting agreement, amended or restated certificates of incorporation, current capitalization table and other related documents. Notwithstanding any term or condition contained in this Warrant Agreement, the foregoingLoan Agreement to the contrary, Your failure to comply with the provisions in this paragraph shall not be deemed to be a breach, provided constitute an Event of Default unless You have not provided such the information to Us requested within ten (10) business days of Our written request • Promptly upon Our request. • Within thirty (30) days , after completion its completion, You shall provide Us with any 409A Valuation Reports or other similar reports prepared for You. Notwithstanding the foregoing, Your failure to comply with the provisions in this paragraph shall not be deemed to be a breach, provided You have provided such information to Us within ten (10) business days of Our written request. • After all obligations under the Loan Agreement have been finally paid in full, within forty five (45) days after the end of each of the first three fiscal quarters, You will provide Us with (1) an unaudited income statement, statement of cash flows, and an unaudited balance sheet prepared in accordance with GAAP accompanied by a report detailing any material contingencies, and (2) within one hundred eighty (180) days of the end of each fiscal year end, You will provide Us with audited financial statements accompanied by an audit report and an unqualified opinion of the independent certified public accountants. • You shall submit to Us any other documents and other information that We may reasonably request from time to time and are necessary to implement the provisions and purposes of this Warrant Agreement.

Appears in 2 contracts

Samples: Warrant Agreement (Chegg, Inc), Warrant Agreement (Chegg, Inc)

DOCUMENTS YOU WILL PROVIDE US. Upon signing this Warrant Agreement You will provide Us with: • Executed originals of this Warrant Agreement, and all other documents and instruments that We may reasonably require require; • Secretary’s certificate of incumbency and authority authority; • Certified copy of resolutions of Your board of directors approving this Warrant Agreement and the associated Warrant; • Certified copy of Your Certificate of Incorporation and byBy-laws Laws as amended through the Effective Date date The Parties enter into this Agreement; Current Investors’ Rights Agreement A certificate of good standing from Your state of incorporation and similar certificates from all other jurisdictions where You do business and where the failure to be qualified would have a material adverse effect upon (i) Your business, operations, properties prospects, assets or condition (financial or otherwise), (ii) Your ability to perform the Secured Obligations in accordance with the terms of the Loan Documents or the ability of Us to enforce any of Our rights and remedies with respect to the Secured Obligations in accordance with the terms of the Loan Documents or (iii) the Collateral or Our Liens on the Collateral or the priority of such Liens in the Collateral; • Payment of the Facility Fee as denoted on Page 1 of this document; and • Any such other documents as We may reasonably request. So long as this Warrant Agreement is in effectthere are any unpaid principal, interest, fees, costs or other amounts owed by You to Us or We have any obligations to make any additional Advances, You shall provide Us with the followingwith: • Within ten (10) business days following the closing of any equity financing, or extension of an existing round of equity financing, occurring after the Effective Date, in which You issue preferred stock or other securities You will provide Us with copies of the fully executed equity financing documents, including without limitation the related stock purchase agreement, investors rights agreement, voting agreement, amended or restated certificates of incorporation, current capitalization table and other related documentsFinancial Statements. Notwithstanding the foregoing, Your failure to comply with the provisions in this paragraph shall not be deemed to be a breach, provided You have provided such information to Us within ten (10) business days of Our written request. • Within thirty (30) days after completion You shall provide Us with any 409A Valuation Reports or other similar reports prepared for You. Notwithstanding the foregoing, Your failure to comply with the provisions in this paragraph shall not be deemed to be a breach, provided You have provided such information to Us within ten (10) business days of Our written request. • After all obligations under the Loan Agreement have been finally paid in full, within forty five (45) days after the end of each of the first three fiscal quartersmonth, You will provide Us with (1) an unaudited income statement, statement of cash flows, and an unaudited balance sheet prepared in accordance with GAAP generally accepted accounting principles accompanied by a report detailing any material contingencies, and (2) within . Within one hundred eighty (180) days of the end of each every fiscal year end, You will provide Us with audited financial financials statements accompanied by an audit report and an unqualified opinion of the independent certified public accountants; provided, however, that such 180-day period may be extended by Your Board of Directors in the event that You are unable to meet the 180-day deadline, but such extension shall not exceed two hundred seventy (270) days from such fiscal year end. Within twenty (20) days prior to the end of each fiscal year (or at such other time as approved by Your Board of Directors), You shall submit to will provide Us a budget and business plan for the next fiscal year. You will provide Us any other documents additional information (including, but not limited to, tax returns, income statements, balance sheets and other information that names of principal creditors) as We may reasonably request from time to time and believe are necessary to implement evaluate Your continuing ability to meet financial obligations. These statements should be emailed to Us at xxxxxxxxxx@xxxx.xxx, or upon Our prior approval, facsimiled or mailed to Us at the provisions and purposes address listed on Page 1 of this Warrant Agreement. Notice of Re-organization. You will notify Us immediately in the event that You change Your state of organization.

Appears in 2 contracts

Samples: Loan and Security Agreement (Bayhill Therapeutics, Inc.), Loan and Security Agreement (Bayhill Therapeutics, Inc.)

DOCUMENTS YOU WILL PROVIDE US. Upon signing this Warrant Agreement You will provide Us with: · Executed originals of this Warrant Agreement, and all other documents and instruments that We may reasonably require · Secretary’s certificate of incumbency and authority · Certified copy of resolutions of Your board of directors approving this Warrant Agreement · Certified copy of Your Certificate of Incorporation and by-laws as amended through the Effective Date · Current Investors’ Rights Agreement So long as this Warrant Agreement is in effect, You shall provide Us with the following: · Within ten (10) business days following Business Days after the closing of any equity financing, or extension of an existing round of equity financing, occurring after the Effective Date, in which You issue preferred stock or other securities You will provide Us with copies of the fully executed equity financing documents, including without limitation the related stock purchase agreement, investors rights agreement, voting agreement, amended or restated certificates Certificates of incorporationIncorporation, current capitalization table and other related documents. Notwithstanding any term or condition contained in this Warrant Agreement to the foregoingcontrary, Your failure to comply with the provisions in this paragraph shall not be deemed to be constitute a breach, provided default unless You have not provided such the information to Us requested within ten (10) business days of Our written request. · Within thirty (30) days after completion You shall provide Us with any 409A Valuation Reports or other similar reports prepared for You. Notwithstanding any term or condition contained in this Warrant Agreement to the foregoingcontrary, Your failure to comply with the provisions in this paragraph shall not be deemed to be constitute a breach, provided default unless You have not provided such the information to Us requested within ten (10) business days of Our written request. · After all obligations under the Loan Agreement have been finally paid in full, within forty five thirty (4530) days after the end of each of the first three fiscal quartersquarter, You will provide Us with (1) an unaudited income statement, statement of cash flows, and an unaudited balance sheet prepared in accordance with GAAP accompanied by a report detailing any material contingencies, and (2) within one hundred eighty (180) days of the end of each fiscal year end, You will provide Us with audited financial statements accompanied by an audit report and an unqualified opinion of the independent certified public accountants. Notwithstanding any term or condition contained in this Warrant Agreement to the contrary, Your failure to comply with this paragraph shall not constitute a default unless You have not provided the information requested within ten (10) days of Our request. · You shall submit to Us any other documents and other information that We may reasonably request from time to time and are necessary to implement the provisions and purposes of this Warrant Agreement.

Appears in 2 contracts

Samples: Warrant Agreement (CrowdStrike Holdings, Inc.), Warrant Agreement (CrowdStrike Holdings, Inc.)

DOCUMENTS YOU WILL PROVIDE US. Upon signing this Warrant Agreement You will provide Us with: • Executed originals of this Warrant Agreement, and all other documents and instruments that We may reasonably require • Secretary’s certificate of incumbency and authority • Certified copy of resolutions of Your board of directors approving this Warrant Agreement • Certified copy of Certificate of Incorporation and by-laws as amended through the Effective Date • Current Investors’ Rights Agreement So long as this Warrant Agreement is in effect, You shall provide Us with the following: • Within ten (10) business days following Promptly after the closing of any equity financing, or extension of an existing round of equity financing, occurring after the Effective Date, in which You issue preferred stock or other securities You will provide Us with copies of the fully executed equity financing documents, including without limitation the related stock purchase agreement, investors rights agreement, voting agreement, amended or restated articles/certificates of incorporation, current capitalization table and other related documents. Notwithstanding the foregoing• Promptly after completion, Your failure to comply with the provisions in this paragraph shall not be deemed to be a breach, provided You have provided such information to Us within ten (10) business days of Our written request. • Within thirty (30) days after completion You shall provide Us with any 409A Valuation Reports or other similar reports prepared for You. Notwithstanding the foregoing, Your failure to comply with the provisions You (but in this paragraph shall not be deemed to be a breach, provided You have provided such information to Us within ten no event later than two (102) business days of Business Days after Our written request). • After all obligations under the Loan Agreement have been finally paid in full, within forty five (45) days after the end of each of the first three fiscal quarters, You will provide Us us with (1) an unaudited income statement, statement of cash flows, the financial statements and an unaudited balance sheet prepared other reports described in accordance with GAAP accompanied by a report detailing any material contingencies, and (2) within one hundred eighty (180) days Section 2.1 of the end of each fiscal year endInvestors’ Rights Agreement, You will provide Us with audited financial statements accompanied by an audit report subject to the terms and an unqualified opinion conditions of the independent certified public accountantsInvestors’ Rights Agreement. • You shall submit to Us any other documents and other information that We may reasonably request from time to time and are necessary to implement the provisions and purposes of this Warrant Agreement. • We will keep all information You provide to Us under this Warrant Agreement confidential and We will use such information solely for purposes of (i) making an exercise decision under this Warrant Agreement, and (ii) managing Our investment, if any, in Your Preferred Stock.

Appears in 2 contracts

Samples: English Warrant Agreement (Nutanix, Inc.), English Warrant Agreement (Nutanix, Inc.)

DOCUMENTS YOU WILL PROVIDE US. Upon signing this Warrant Agreement You will provide Us with: • Executed originals of this Warrant Agreement, and all other documents and instruments that We may reasonably require • Secretary’s certificate of incumbency and authority • Certified copy of resolutions of Your board of directors approving this Warrant Agreement • Certified copy of Certificate of Incorporation and by-laws as amended through the Effective Date • Current Investors’ Investor Rights Agreement So long as this Warrant Agreement is in effect, You shall provide Us with the following: • Within ten fifteen (1015) business days following Business Days after the closing of any equity financing, or extension of an existing round of equity financing, occurring after the Effective Date, in which You issue preferred stock or other securities You will provide Us with copies of the fully executed equity financing documents, including without limitation the related stock purchase agreement, investors rights agreement, voting agreement, the amended or restated certificates certificate of incorporation, current capitalization table and such other related documents. Notwithstanding the foregoing, Your failure to comply with the provisions in this paragraph shall not be deemed to be a breach, provided You have provided documents (such information to Us within ten (10as any voting agreement) business days of Our written as We may reasonably request. • Within thirty (30) days after completion You shall provide Us with any 409A Valuation Reports or other similar reports prepared for You. Notwithstanding the foregoing, Your failure to comply with the provisions in this paragraph shall not be deemed to be a breach, provided You have provided such information to Us within ten (10) business days of Our written request. • After all obligations under the Loan Agreement have been finally paid in full, within forty five thirty (4530) days after the end of each of the first three fiscal quartersquarter, You will provide Us with (1) an unaudited income statement, statement of cash flows, and an unaudited balance sheet prepared in accordance with GAAP accompanied by a report detailing any material contingenciesGAAP, and (2) within one hundred eighty (180) days of the end of each fiscal year end, You will provide Us with audited financial statements accompanied by an audit report and an unqualified opinion of the independent certified public accountants. • Notwithstanding the forgoing, there shall be no breach of the foregoing covenants in the event You fail to provide the above documents in the time as set forth above provided that You provide such documents within five (5) business days after Our request for such documents. • You shall submit to Us any other documents and other information that We may reasonably request from time to time and are necessary to implement the provisions and purposes of this Warrant Agreement.

Appears in 1 contract

Samples: English Warrant Agreement (Medallia, Inc.)

DOCUMENTS YOU WILL PROVIDE US. Upon signing this Warrant Agreement You will provide Us with: • Executed originals of this Warrant Agreement, and all other documents and instruments that We may reasonably require • Secretary’s certificate of incumbency and authority • Certified copy of resolutions of Your board of directors approving this Warrant Agreement • Certified copy of Certificate of Incorporation and by-laws as amended through the Effective Date • Current Investors’ Rights Agreement So long as this Warrant Agreement is in effect, You shall provide Us with the following: • Within ten five (105) business days following after the closing of any equity financing, or extension of an existing round of equity financing, occurring after the Effective Date, in which You issue preferred stock or other securities You will provide Us with copies of the fully executed equity financing documents, including without limitation the related stock purchase agreement, investors rights agreement, voting agreement, amended or restated certificates Certificates of incorporationIncorporation, current capitalization table and other related documents. Notwithstanding any term or condition in this Warrant Agreement to the foregoingcontrary, Your failure to comply with the provisions in this paragraph shall not be deemed to be constitute a breach, provided default unless You have not provided such the information to Us requested within ten (10) business days of Our written request. • Within thirty (30) days after completion You shall provide Us with any 409A Valuation Reports or other similar reports prepared for You. Notwithstanding any term or condition in this Warrant Agreement to the foregoingcontrary, Your failure to comply with the provisions in this paragraph shall not be deemed to be constitute a breach, provided default unless You have not provided such the information to Us requested within ten (10) business days of Our written request. • After all obligations under the Loan Agreement have been finally paid in full, within forty forty-five (45) days after the end of each of the first three fiscal quartersquarter, You will provide Us with (1) an unaudited income statement, statement of cash flows, and an unaudited balance sheet prepared in accordance with GAAP accompanied by a report detailing any material contingencies, and (2) within one hundred eighty (180) days of the end of each fiscal year end, You will provide Us with audited financial statements accompanied by an audit report and an unqualified opinion of the independent certified public accountants. • You shall submit to Us any other documents and other information that We may reasonably request from time to time and are necessary to implement the provisions and purposes of this Warrant Agreement.

Appears in 1 contract

Samples: English Warrant Agreement (Toast, Inc.)

DOCUMENTS YOU WILL PROVIDE US. Upon signing this Warrant Agreement You will provide Us with: • Executed originals of this Warrant Agreement, and all other related documents and instruments that We may reasonably require • Secretary’s certificate of incumbency and authority • Certified copy of resolutions of Your board of directors approving this Warrant Agreement • Certified copy of Certificate of Incorporation and by-laws as amended through the Effective Date • Current Investors’ Rights Agreement So long as this Warrant Agreement is in effect, You shall provide Us with the following: • Within ten five (105) business days following after the closing of any equity financing, or extension of an existing round of equity financing, occurring after the Effective Date, in which You issue preferred stock or other securities You will provide Us with copies of the fully executed equity financing documents, including without limitation the related stock purchase agreement, investors rights agreement, voting agreement, amended or restated certificates Certificates of incorporationIncorporation, current capitalization table and other related documents. Notwithstanding the foregoing, Your failure to comply with the provisions in this paragraph shall not be deemed to be a breach, provided You have provided such information to Us within ten (10) business days of Our written request. • Within thirty (30) days after completion You shall provide Us with any 409A Valuation Reports or other similar reports prepared for You. Notwithstanding the foregoing, Your failure to comply with the provisions in this paragraph shall not be deemed to be a breach, provided You have provided such information to Us within ten (10) business days of Our written request. • After all obligations under the Loan Agreement have been finally paid in full, within forty five thirty (4530) days after the end of each of the first three fiscal quartersquarter, You will provide Us with (1) an unaudited income statement, statement of cash flows, and an unaudited balance sheet prepared in accordance with GAAP accompanied by a report detailing any material contingencies, and (2) within one hundred eighty (180) days of the end of each fiscal year end, You will provide Us with audited financial statements accompanied by an audit report and an unqualified opinion of the independent certified public accountants. • You shall submit to Us any other documents and other information that We may reasonably request from time to time and are necessary to implement the provisions and purposes of this Warrant Agreement; provided You may redact highly confidential information and protected and/or privileged information.

Appears in 1 contract

Samples: English Warrant Agreement (Justworks, Inc.)

DOCUMENTS YOU WILL PROVIDE US. Upon signing this Warrant Agreement You will provide Us with: • Executed originals of this Warrant Agreement, and all other documents and instruments that We may reasonably require • Secretary’s certificate of incumbency and authority • Certified copy of resolutions of Your board of directors approving this Warrant Agreement • Certified copy of Certificate of Incorporation and by-laws as amended through the Effective Date • Current Investors’ Rights Agreement So long as this Warrant Agreement is in effect, You shall provide Us with the following: • Within ten five (105) business days following Business Days after the closing of any equity financing, or extension of an existing round of equity financing, occurring after the Effective Date, in which You issue preferred stock or other securities You will provide Us with copies of the fully executed equity financing documents, including without limitation the related stock purchase agreement, investors rights agreement, voting agreement, amended or restated certificates of incorporation, current capitalization table and other related documents. Notwithstanding any term or condition contained in this Warrant Agreement to the foregoingcontrary, Your failure to comply with the provisions in this paragraph shall not be deemed to be constitute a breach, provided default unless You have not provided such the information to Us requested within ten (10) business days of Our written request. • Within thirty (30) days after completion You shall provide Us with any 409A Valuation Reports or other similar reports prepared for You. Notwithstanding any term or condition contained in this Warrant Agreement to the foregoingcontrary, Your failure to comply with the provisions in this paragraph shall not be deemed to be constitute a breach, provided default unless You have not provided such the information to Us requested within ten (10) business days of Our written request. • After all obligations under the Loan Agreement have been finally paid in full, within forty five thirty (4530) days after the end of each of the first three fiscal quartersquarter, You will provide Us with (1) an unaudited income statement, statement of cash flows, and an unaudited balance sheet prepared in accordance with GAAP accompanied by a report detailing any material contingencies, and (2) within to the extent audited financial statement are required by Your board of directors, as soon as available, but not later than one hundred eighty (180) days of the end of each fiscal year end, You will provide Us with audited financial statements accompanied by an audit report and an unqualified opinion of the independent certified public accountants. Fastly_Warrant_0828-W-01 7 • You shall submit to Us any other documents and other information that We may reasonably request from time to time and are necessary to implement the provisions and purposes of this Warrant Agreement.

Appears in 1 contract

Samples: English Warrant Agreement (Fastly, Inc.)

DOCUMENTS YOU WILL PROVIDE US. Upon signing this Warrant Agreement You will provide Us with: • Executed originals of this Warrant Agreement, and all other documents and instruments that We may reasonably require • Secretary’s certificate of incumbency and authority • Certified copy of resolutions of Your board of directors approving this Warrant Agreement • Certified copy of Certificate of Incorporation and by-laws as amended through the Effective Date • Current Investors’ Rights Agreement So long as this Warrant Agreement is in effect, until the consummation of Your initial public offering, You shall provide Us with the following: • Within ten five (105) business days following Business Days after the final closing of any equity financing, or extension of an existing round of equity financing, occurring after the Effective Date, in which You issue preferred stock or other securities (other than Your initial public offering) You will provide Us with copies of the fully executed equity financing documents, including without limitation the related stock purchase agreement, investors rights agreement, voting agreement, amended or restated articles/certificates of incorporation, current capitalization table and other related documents. Notwithstanding the foregoing• Upon Our request, Your failure to comply with the provisions in this paragraph shall not be deemed to be a breach, provided You have provided such information to Us within ten (10) business days of Our written request. • Within thirty (30) days after completion You shall provide Us with any 409A Valuation Reports or other similar reports prepared for You. Notwithstanding the foregoing, Your failure to comply with the provisions in this paragraph shall not be deemed to be a breach, provided You have provided such information to Us within ten (10) business days of Our written request. • After all obligations under the Loan Agreement have been finally paid in full, within forty five (45) days after the end of each of the first three fiscal quartersupon Our reasonable request, You will provide Us with (1) an unaudited income statement, statement of cash flows, and an unaudited balance sheet prepared in accordance with GAAP (except for the absence of footnotes and subject to year-end adjustments) accompanied by a report detailing any material contingencies, and (2) within one hundred eighty (180) days of the end of each fiscal year end, You will provide Us with audited financial statements accompanied by an audit report and an unqualified opinion of the independent certified public accountants. • You shall submit to Us any other documents and other information that We may reasonably request from time to time and that are necessary to implement the provisions and purposes of this Warrant Agreement.

Appears in 1 contract

Samples: English Warrant Agreement (Violin Memory Inc)

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DOCUMENTS YOU WILL PROVIDE US. Upon signing this Warrant Agreement You will provide Us with: • Executed originals of this Warrant Agreement, and all other documents and instruments that We may reasonably require • Secretary’s certificate of incumbency and authority • Certified copy of resolutions of Your board of directors approving this Warrant Agreement • Certified copy of Certificate of Incorporation and by-laws as amended through the Effective Date • Current Investorsinvestors’ Rights Agreement So long as this Warrant Agreement is in effect, You shall provide Us with the following: • Within ten Prior to Your initial public offering, within five (105) business days following Business Days after the closing of any equity financing, or extension of an existing round of equity financing, occurring after the Effective Date, in which You issue preferred stock or other securities You will provide Us with copies of the fully executed equity financing documents, including without limitation the related stock purchase agreement, investors rights agreement, voting agreement, amended or restated articles/certificates of incorporation, current capitalization table and other related documents. Notwithstanding the foregoing, Your failure to comply with the provisions in this paragraph shall not be deemed to be a breach, provided You have provided such information to Us within ten (10) business days of Our written request. • Within thirty (30) days after completion You shall provide Us with any 409A Valuation Reports or other similar reports prepared for You. Notwithstanding the foregoing• Prior to Your initial public offering, Your failure to comply with the provisions in this paragraph shall not be deemed to be a breach, provided You have provided such information to Us within ten (10) business days of Our written request. • After after all obligations under the Loan Agreement have been finally paid in full, within forty forty-five (45) days after the end of each of the first three fiscal quartersquarter, You will provide Us with (1) an unaudited income statement, statement of cash flows, and an unaudited balance sheet prepared in accordance with GAAP accompanied by a report detailing any material contingencies, and (2) within one hundred eighty (180) days of the end of each fiscal year end, You will provide Us with audited financial statements accompanied by an audit report and an unqualified opinion of the independent certified public accountants. • You shall submit to Us any other documents and other information that We may reasonably request from time to time and are necessary to implement the provisions and purposes of this Warrant Agreement.

Appears in 1 contract

Samples: English Warrant Agreement (Aerohive Networks, Inc)

DOCUMENTS YOU WILL PROVIDE US. Upon signing this Warrant Agreement You will provide Us with: Þ Executed originals of this Warrant Agreement, and all other documents and instruments that We may reasonably require Þ Secretary’s certificate of incumbency and authority Þ Certified copy (by an officer of Your company) of resolutions of Your board of directors approving this Warrant Agreement Þ Certified copy (by an officer of Your company) of Certificate of Incorporation and by-laws as amended through the Effective Date Þ Current Investors’ Investor’s Rights Agreement So long as this Warrant Agreement is in effect, You shall provide Us with the following: Þ Within ten (10) business days following Business Days after the closing of any equity financing, or extension of an existing round of equity financing, occurring after the Effective Date, in which You issue preferred stock or other securities You will provide Us with copies of the fully executed equity financing documents, including without limitation the related stock purchase agreement, investors rights agreement, voting agreement, amended or restated articles/certificates of incorporation, current capitalization table and other related documents. Notwithstanding any term or condition contained in this Warrant Agreement to the foregoingcontrary, Your failure to comply with the provisions in this paragraph shall not be deemed to be constitute a breach, provided default unless You have not provided such the information to Us requested within ten (10) business days of Our written request. Þ Within thirty (30) days after completion You shall provide Us with any 409A Valuation Reports or other similar reports prepared for You. Notwithstanding any term or condition contained in this Warrant Agreement to the foregoingcontrary, Your failure to comply with the provisions in this paragraph shall not be deemed to be constitute a breach, provided default unless You have not provided such the information to Us requested within ten (10) business days of Our written request. Þ After all obligations under the Loan Agreement have been finally paid in full, within forty five (45) days after the end of each of the first three fiscal quarters, You will provide Us with (1) an unaudited income statement, statement of cash flows, and an unaudited balance sheet prepared in accordance with GAAP accompanied by a report detailing any material contingencies, and (2) within one hundred eighty (180) days of the end of each fiscal year end, You will provide Us with audited financial statements accompanied by an audit report and an unqualified opinion of the independent certified public accountants. Notwithstanding any term or condition contained in this Warrant Agreement to the contrary, Your failure to comply with this paragraph shall not constitute a default unless You have not provided the information requested within ten (10) days of Our request. Þ You shall submit to Us any other documents and other information that We may reasonably request from time to time and are necessary to implement the provisions and purposes of this Warrant Agreement.

Appears in 1 contract

Samples: Raindance Technologies Inc

DOCUMENTS YOU WILL PROVIDE US. Upon signing this Warrant Agreement You will provide Us with: • Executed originals of this Warrant Agreement, and all other documents and instruments that We may reasonably require • Secretary’s certificate of incumbency and authority • Certified copy of resolutions of Your board of directors approving this Warrant Agreement • Certified copy of Certificate of Incorporation and by-laws as amended through the Effective Date • Current The Investors’ Rights Agreement So long as this Warrant Agreement is in effect, You shall provide Us with the following: • Within ten five (105) business days following after the closing of any equity financing, or extension of an existing round of equity financing, occurring after the Effective Date, in which You issue preferred stock or other securities You will provide Us with copies of the fully executed equity financing documents, including without limitation the related stock purchase agreement, investors rights agreement, voting agreement, amended or restated certificates Certificates of incorporationIncorporation, current capitalization table and other related documents. Notwithstanding any term or condition contained in this Warrant Agreement to the foregoingcontrary, Your failure to comply with the provisions in this paragraph shall not be deemed to be constitute a breach, provided default unless You have not provided such the information to Us requested within ten five (105) business days of after Our written request. • Within thirty (30) days after completion You shall provide Us with any 409A Valuation Reports or other similar reports prepared for You. Notwithstanding any term or condition contained in this Warrant Agreement to the foregoingcontrary, Your failure to comply with the provisions in this paragraph shall not be deemed to be constitute a breach, provided default unless You have not provided such the information to Us requested within ten five (105) business days of after Our written request. • After all obligations under the Loan Agreement have been finally paid in full, within forty forty-five (45) days after the end of each of the first three fiscal quartersquarter, You will provide Us with (1) an unaudited income statement, statement of cash flows, and an unaudited balance sheet prepared in accordance with GAAP accompanied by a report detailing any material contingencies, and (2) within one (i) at all times that Your Board of Directors requires You to prepare audited financial statements, as soon as available, but no later than two hundred eighty and ten (180210) days after the last day of the end of each Your fiscal year endyear, You will provide Us with audited consolidated financial statements accompanied by an audit report and prepared under GAAP, consistently applied, together with an unqualified opinion of on the financial statements from an independent certified public accountantsaccounting firm reasonably acceptable to Us; and (ii) at all other times, as soon as available, but no later than sixty (60) days after the last day of Your fiscal year, a company-prepared consolidated balance sheet and income statement covering Your consolidated operations during such fiscal year. • You shall submit to Us any other documents and other information that We may reasonably request from time to time and are necessary to implement the provisions and purposes of this Warrant Agreement. Notwithstanding any term or condition contained in this Warrant Agreement to the contrary, Your failure to comply with this paragraph shall not constitute a default unless You have not provided the information requested within five (5) days of Our request.

Appears in 1 contract

Samples: English Warrant Agreement (Grove Collaborative Holdings, Inc.)

DOCUMENTS YOU WILL PROVIDE US. Upon signing this Warrant Agreement You will provide Us with: • Executed originals of this Warrant Agreement, and all other documents and instruments that We may reasonably require • Secretary’s certificate of incumbency and authority • Certified copy of resolutions of Your board of directors approving this Warrant Agreement • Certified copy of Certificate of Incorporation and by-laws as amended through the Effective Date • Current Investors’ Rights Agreement So long as this Warrant Agreement is in effect, You shall provide Us with the following: • Within ten five (105) business days following Business Days after the closing of any equity financing, or extension of an existing round of equity financing, occurring after the Effective Date, in which You issue preferred stock or other securities You will provide Us with copies of the fully executed equity financing documents, including without limitation the related stock purchase agreement, investors rights agreement, voting agreement, amended or restated certificates Certificates of incorporationIncorporation, current capitalization table and other related documents. Notwithstanding This requirement shall expire effective upon the foregoing, consummation of Your failure to comply with the provisions in this paragraph shall not be deemed to be a breach, provided You have provided such information to Us within ten (10) business days of Our written requestinitial public offering. • Within thirty (30) days after completion You shall provide Us with any 409A Valuation Reports or other similar reports prepared for You. Notwithstanding This requirement shall expire effective upon the foregoing, consummation of Your failure to comply with the provisions in this paragraph shall not be deemed to be a breach, provided You have provided such information to Us within ten (10) business days of Our written requestinitial public offering. • After all obligations under the Loan Agreement have been finally paid in full, within forty five thirty (4530) days after the end of each of the first three fiscal quartersquarter, You will provide Us with (1) an unaudited income statement, statement of cash flows, and an unaudited balance sheet prepared in accordance with GAAP accompanied by a report detailing any material contingencies, and (2) within one hundred eighty (180) days of the end of each fiscal year end, You will provide Us with audited financial statements accompanied by an audit report and an unqualified opinion of the independent certified public accountants. Upon the consummation of Your initial public offering, any financial statement required to be furnished pursuant to this Section 9 shall be deemed to have been furnished on the date on which We receive notice that You have filed such financial statement with the U.S. Securities and Exchange Commission and is available on the XXXXX website on the Internet at xxx.xxx.xxx or any successor government website that is freely and readily available to Us without charge; provided, that You shall give notice of any such filing to Us. Notwithstanding the foregoing, You shall deliver paper or electronic copies of any such financial statement to Us if We request You to furnish such paper or electronic copies until written notice to cease delivering such paper or electronic copies is given by Us. • You shall submit to Us any other documents and other information that We may reasonably request from time to time and are necessary to implement the provisions and purposes of this Warrant Agreement.

Appears in 1 contract

Samples: English Warrant Agreement (Personalis, Inc.)

DOCUMENTS YOU WILL PROVIDE US. Upon signing this Warrant Agreement You will provide Us with: • Executed originals of this Warrant Agreement, and all other documents and instruments that We may reasonably require • Secretary’s certificate of incumbency and authority • Certified copy of resolutions of Your board of directors approving this Warrant Agreement • Certified copy of Certificate of Incorporation and by-laws as amended through the Effective Date • Current The Investors’ Rights Agreement So long as this Warrant Agreement is in effect, You shall provide Us with the following: • Within ten ____ (10__) business days following after the closing of any equity financing, or extension of an existing round of equity financing, occurring after the Effective Date, in which You issue preferred stock or other securities You will provide Us with copies of the fully executed equity financing documents, including without limitation the related stock purchase agreement, investors rights agreement, voting agreement, amended or restated certificates Certificates of incorporationIncorporation, current capitalization table and other related documents. Notwithstanding any term or condition contained in this Warrant Agreement to the foregoingcontrary, Your failure to comply with the provisions in this paragraph shall not be deemed to be constitute a breach, provided default unless You have not provided such the information to Us requested within ten ____ (10__) business days of after Our written request. • Within thirty ____ (30__) days after completion You shall provide Us with any 409A Valuation Reports or other similar reports prepared for You. Notwithstanding any term or condition contained in this Warrant Agreement to the foregoingcontrary, Your failure to comply with the provisions in this paragraph shall not be deemed to be constitute a breach, provided default unless You have not provided such the information to Us requested within ten ____ (10__) business days of after Our written request. • After all obligations under the Loan Agreement have been finally paid in full, within forty five ________ (45__) days after the end of each of the first three fiscal quartersquarter, You will provide Us with (1) an unaudited income statement, statement of cash flows, and an unaudited balance sheet prepared in accordance with GAAP accompanied by a report detailing any material contingencies, and (2) within one hundred eighty (180i) at all times that Your Board of Directors requires You to prepare audited financial statements, as soon as available, but no later than ___________ (__) days after the last day of the end of each Your fiscal year endyear, You will provide Us with audited consolidated financial statements accompanied by an audit report and prepared under GAAP, consistently applied, together with an unqualified opinion of on the financial statements from an independent certified public accountantsaccounting firm reasonably acceptable to Us; and (ii) at all other times, as soon as available, but no later than ____ (__) days after the last day of Your fiscal year, a company-prepared consolidated balance sheet and income statement covering Your consolidated operations during such fiscal year. • You shall submit to Us any other documents and other information that We may reasonably request from time to time and are necessary to implement the provisions and purposes of this Warrant Agreement. Notwithstanding any term or condition contained in this Warrant Agreement to the contrary, Your failure to comply with this paragraph shall not constitute a default unless You have not provided the information requested within ______ (__) days of Our request.

Appears in 1 contract

Samples: English Warrant Agreement (Grove Collaborative Holdings, Inc.)

DOCUMENTS YOU WILL PROVIDE US. Upon signing this Warrant Agreement You will provide Us with: • Executed originals of this Warrant Agreement, and all other documents and instruments that We may reasonably require • Secretary’s certificate of incumbency and authority • Certified copy of resolutions of Your board of directors approving this Warrant Agreement • Certified copy of Certificate of Incorporation and by-laws as amended through the Effective Date • Current Investors’ Rights Agreement So long as this Warrant Agreement is in effect, You shall provide Us with the following: • Within ten five (105) business days following Business Days after the closing of any equity financing, or extension of an existing round of equity financing, occurring after the Effective Date, in which You issue preferred stock or other securities You will provide Us with copies of the fully executed equity financing documents, including without limitation the related stock purchase agreement, investors rights agreement, voting agreement, amended or restated certificates Certificates of incorporationIncorporation, current capitalization table and other related documents. Notwithstanding the foregoing, Your failure to comply with the provisions in this paragraph shall not be deemed to be a breach, provided You have provided such information to Us within ten (10) business days of Our written request. • Within thirty (30) days after completion You shall provide Us with any 409A Valuation Reports or other similar reports prepared for You. Notwithstanding the foregoing, Your failure to comply with the provisions in this paragraph shall not be deemed to be a breach, provided You have provided such information to Us within ten (10) business days of Our written request. • After all obligations under the Loan Agreement have been finally paid in full, within forty five thirty (4530) days after the end of each of the first three fiscal quartersquarter, You will provide Us with (1) an unaudited income statement, statement of cash flows, and an unaudited balance sheet prepared in accordance with GAAP accompanied by a report detailing any material contingencies, and (2) within one hundred eighty (180) days of the end of each fiscal year end, You will provide Us with audited financial statements accompanied by an audit report and an unqualified opinion of the independent certified public accountants. • You shall submit to Us any other documents and other information that We may reasonably request from time to time and are necessary to implement the provisions and purposes of this Warrant Agreement.

Appears in 1 contract

Samples: English Warrant Agreement (Personalis, Inc.)

DOCUMENTS YOU WILL PROVIDE US. Upon signing this Warrant Agreement You will provide Us with: ð Executed originals of this Warrant Agreement, and all other documents and instruments that We may reasonably require Secretary’s 's ð certificate of incumbency and authority ð Certified copy of resolutions of Your board of directors approving this Warrant Agreement ð Certified copy of Certificate of Incorporation and by-laws as amended through the Effective Date Current ð Investors' Rights Agreement So long as this Warrant Agreement is in effect, You shall provide Us with the following: ð Within ten (10) business days following Business Days after the closing of any equity financing, or extension of an existing round of equity financing, occurring after the Effective Date, in which You issue preferred stock or other securities You will provide Us with copies of the fully executed equity financing documents, including without limitation the related stock purchase agreement, investors rights agreement, voting agreement, amended or restated certificates of incorporation, current capitalization table and other related documents. Notwithstanding the foregoing, Your failure to comply with the provisions in this paragraph shall not be deemed to be a breach, provided You have provided such information to Us within ten (10) business days of Our written request. • ð Within thirty (30) days after completion You shall provide Us with any 409A Valuation Reports or other similar reports prepared for You. Notwithstanding any term or condition contained in this Warrant Agreement to the foregoingcontrary, Your failure to comply with the provisions in this paragraph shall not be deemed to be constitute a breach, provided default unless You have not provided such the information to Us requested within ten (10) business days of Our written request. ð After all obligations under the Loan Lease Agreement have been finally paid in full, within forty five thirty (4530) days after the end of each of the first three fiscal quartersquarter, You will provide Us with (1) an unaudited income statement, statement of cash flows, and an unaudited balance sheet prepared in accordance with GAAP accompanied by a report detailing any material contingencies, and (2) within one hundred eighty (180) days of the end of each fiscal year end, You will provide Us with audited financial statements accompanied by an audit report and an unqualified opinion of the independent certified public accountants. Notwithstanding any term or condition contained in this Warrant Agreement to the contrary, Your failure to comply with this paragraph shall not constitute a default unless You have not provided the information requested within ten (10) days of Our request. ð You shall submit to Us any other documents and other information that We may reasonably request from time to time and are necessary to implement the provisions and purposes of this Warrant Agreement; provided that highly confidential and privileged information may be redacted from any such information.

Appears in 1 contract

Samples: English Warrant Agreement (Beyond Meat, Inc.)

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