Financial and Accounting Practices Sample Clauses

Financial and Accounting Practices. 15 6.1 Financial Information 15 6.2 Maintain Books 15 6.3 Fiscal Year 15
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Financial and Accounting Practices. 8.1 Financial and Other Information -------------------------------
Financial and Accounting Practices. 20 6.1 Financial Information 20 6.2 Maintain Books 22 6.3 Review of Books 22 6.4 Fiscal Year 22 6.5 Additional Items 22 6.6 Net Worth 22 ARTICLE 7 23 SALE AND ISSUANCE OF SHARES 23 7.1 Sale and Issue Restrictions 23 7.2 Offer 25 7.3 Tag-Along and Purchase Rights 25 7.4 Right of First Refusal 26 7.5 Transfer of Shares - Right of First Refusal Not Exercised 28 7.6 Drag-Along Rights 29 7.7 Put Option 29 7.8 Price Resolution 31 7.9 Substitute Purchaser 32 7.10 Exchange Options 33 7.11 Required Transfer 36 7.12 Reservation of Shares Issuable on Exercise of Exchange Options 37 7.13 Conversion of Preferred Shares 37 7.14 Rights of Purchaser 37 7.15 Assignment to Permitted Transferees 37 7.16 Assignment to PV Securities Corp. 38 7.17 Assignment by Xxxxxx Xxxx, X.X.X. 00 THIS SECOND AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT (this "Agreement") is made as of the 11th day of December, 1998, among RoweCom Inc., a corporation organized under the laws of Delaware (the "Company"), the persons listed on Schedule I (the "Class C Investors," and each a "Class C Investor"), Xxxxxxx Xxxx, an individual ("Xxxx"), Highland Capital Partners III Limited Partnership, a limited partnership organized under the laws of Delaware ("HCP"), Highland Entrepreneurs' Fund III Limited Partnership, a limited partnership organized under the laws of Delaware ("HEF"), Pai, Wei Xxxx Xxxxx, an individual ("Xxxxx"), Fu Kuan Investment Corp., a corporation incorporated under the laws of Taiwan ("FKIC"), Puretech Profits Limited (BVI), a corporation incorporated under the laws of the British Virgin Islands ("Puretech"), and the persons set forth on Schedule II (the "Minority Stockholders," and each a "Minority Stockholder"). Unless otherwise indicated herein, capitalized terms used herein are defined in Section 1.1 hereof.
Financial and Accounting Practices. 24 8.1 Fiscal Year 24 8.2 Books of Account 24 8.3 Monthly Financial Statements 24 8.4 Audited Annual Financial Statements 24 8.5 Shareholders’ Right of Inspection and Inquiry 24 ARTICLE 9 DIVIDENDS 25 9.1 Dividend Policy 25 ARTICLE 10 CONFIDENTIALITY 26 10.1 Confidentiality 26 10.2 Reasonableness, Remedies, Etc 28 10.3 Covenants of the Essence, Survival, No Set-Off 28 ARTICLE 11 TERM OF AGREEMENT 29 11.1 Terms 29 ARTICLE 12 IMPLEMENTATION OF AGREEMENT 29 12.1 Facilitation 29 12.2 Conflict; Paramountcy 29
Financial and Accounting Practices 
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