Information Rights Clause Samples

Information Rights. (a) For the avoidance of doubt, subject to Applicable Law, prior to a Walgreens Investor Rights Termination Event, the Company and its Subsidiaries will prepare and provide, or cause to be prepared and provided, to each Walgreens Director (in his or her capacity as such) any materials or other information prepared for or given to any other member of the Board (excluding any such materials or other information prepared for and given to solely the Chief Executive Officer and no other member of the Board), as and when prepared for or given to any such other member, or any other materials or other information relating to the management, operations and finances of the Company and its Subsidiaries as and when generally provided to directors of the Company or as and when reasonably requested by such Walgreens Director (in his or her capacity as such). Each Walgreens Director shall be bound by and subject to the same confidentiality obligations as each other director of the Company. (b) During the Walgreens Investor Rights Period: (i) The Company and its Subsidiaries will prepare and provide, or cause to be prepared and provided, to WBA: (A) within the time periods applicable to the Company under Section 13(a) or 15(d) of the Exchange Act (or if the Company is at any time not subject to Section 13(a) or 15(d) under the Exchange Act, the time periods that would be applicable to the Company if it were so subject) all quarterly and annual financial statements required to be contained in a filing with the Commission on Forms 10-Q and 10-K; and (B) within thirty (30) days after the end of each monthly accounting period in each fiscal quarter, the unaudited consolidated balance sheet of the Company and its Subsidiaries as at the end of each such monthly period, and the unaudited consolidated statements of operations of the Company and its Subsidiaries for each such monthly period and for the current fiscal year to date. (ii) The Company will consider and respond in good faith to reasonable requests for information, to the extent already existing or that can be prepared without excessive cost or management time, regarding the Company and its Subsidiaries from WBA (to the extent such requests are made in its capacity as a direct or indirect stockholder of the Company and to the extent such requests are made by the Chief Executive Officer, Executive Chairman, Chief Financial Officer or Controller of WBA), it being understood that the Company shall have discretion as to (1)...

Information Rights. So long as the Holder holds this Warrant and /or any of the Shares, the Company shall deliver to the Holder (a) promptly after mailing, copies of all notices or other written communications to the shareholders of the Company, (b) within ninety (90) days after the end of each fiscal year of the Company, the annual financial statements of the Company.

Information Rights. (a) GIC Investor and Enagas Investor, as applicable, shall be provided the following information regarding the Aggregator Group, the TGE Group, TGE GP, Secondary Acquiror and any Investor Aggregator on a consolidated and consolidating basis; provided, however, that prior to the GIC CFIUS Approval Date any such information provided to GIC Investor shall not include Material Non-Public Technical Information: (i) within ten (10) Business Days after the end of each month, unaudited consolidated financial statements of the TGE Group for such month and information with respect to changes in equity of the TGE Group, which shall be prepared in accordance with GAAP; (ii) within ten (10) Business Days after the end of each fiscal quarter, unaudited consolidated financial statements of the TGE Group, which shall be prepared in accordance with GAAP; (iii) five (5) days prior to the end of each fiscal quarter, an estimated consolidated profit or loss statement of the TGE Group in accordance with GAAP, which statement shall provide details of net profit or loss attributable to TGE and net profit or loss attributable to non-controlling interests; (iv) as soon as practicable after the delivery of the monthly reports delivered pursuant to Section 3.1(a)(i), sufficient information for (a) the preparation of unaudited consolidated financial statements of Aggregator Group including the contributions to each of the Closing Silo Entities, Secondary Acquiror and any Investor Aggregator and (b) a reconciliation of such monthly reports to IFRS to the extent practicable; (v) within forty-five (45) days after the end of each fiscal year, audited consolidated financial statements of the TGE Group for such fiscal year, which shall be prepared in accordance with GAAP and shall be audited by a firm of independent certified public accountants of recognized international standing, and a reconciliation of such audited consolidated financial statements to IFRS to the extent practicable; (vi) on or prior to November 7th of each fiscal year, a proposed budget (showing profit and loss and cash flow) for the TGE Group, Aggregator Group, the Secondary Acquiror and any Investor Aggregator with unconsolidated information for each Closing Silo Entity, Secondary Acquiror and any Investor Aggregator for the subsequent fiscal year that includes information on a monthly basis; and during January of the following fiscal year an approved budget prepared on the same basis and sufficient information to pre...

Information Rights. So long as the Holder holds this Warrant and/or any of the Shares, the Company shall deliver to the Holder (a) promptly after mailing, copies of all notices or other written communications to the shareholders of the Company, (b) within ninety (90) days after the end of each fiscal year of the Company, the annual audited financial statements of the Company certified by independent public accountants of recognized standing and (c) such other financial statements required under and in accordance with any loan documents between Holder and the Company (or if there are no such requirements [or if the subject loan(s) no longer are outstanding]), then within forty-five (45) days after the end of each of the first three quarters of each fiscal year, the Company's quarterly, unaudited financial statements.

Information Rights. (a) The Company shall, and shall cause each Subsidiary to, maintain true books and records of account in which full and correct entries shall be made of all its business transactions pursuant to a system of accounting established and administered in accordance with GAAP, and shall set aside on its books all such proper accruals and reserves as shall be required under GAAP. (b) The Company shall deliver to each of Yahoo, SOFTBANK and each Management Member the following information; provided, that following an IPO, the Company shall be required to provide the following information to Yahoo or SOFTBANK, as the case may be, (x) in the case of Yahoo, only if and to the extent Yahoo informs the Company pursuant to Section 8.3(e) that it requires receipt of such information for the purpose of preparation of periodic financial statements in connection with public reporting requirements under the applicable Laws and rules of the U.S. Securities and Exchange Commission, or any stock exchange on which the securities of Yahoo are then listed or admitted to trading, or for the purpose of filing or furnishing information with or to the U.S. Securities and Exchange Commission, or any stock exchange on which the securities of Yahoo are then listed or admitted to trading, or under or for the purpose of complying with applicable Law or (y) in the case of SOFTBANK, only if SOFTBANK at such time accounts for the Company as an “equity method affiliate” under applicable Japanese accounting conventions: (i) Subject to Section 8.3(d), as soon as available but in any event not later than sixty (60) days after the end of each of the quarterly accounting periods, the unaudited consolidated balance sheets of the Company and its Subsidiaries as of the end of each such period, the related unaudited consolidated statements of operations, shareholders’ equity and cash flows of the Company and its Subsidiaries for such quarterly period and for the period from the beginning of such fiscal year to the end of such quarterly period. All such financial statements shall be prepared in accordance with GAAP applied on a consistent basis and be certified by the Company’s Chief Financial Officer (and Chief Accounting Officer after such Chief Accounting Officer is appointed); provided, that if such financial statements are prepared in accordance with IFRS and reconciled to U.S. GAAP, then such reconciliation shall have been reviewed by the firm serving as the Company’s independent, public accountan...

Information Rights. (a) For so long as the Minimum Shareholding Requirement is satisfied, the Company shall: (i) provide the Purchasers (which shall be represented by the Investor Officer or such other representatives as the Purchasers may from time to time designate, provided that the Purchasers shall notify the Company in advance of their choice of such representatives) with: (A) the right to visit and inspect any of the offices and properties of the Company and the other Group Companies and inspect the books, records, accounts and other financial information of the Company and the other Group Companies, in each case upon reasonable notice and at such reasonable times and as often as the Purchasers may reasonably request; notwithstanding anything to the contrary herein, the parties hereto hereby agree and acknowledge that this Section 4.3(a)(i)(A) shall continue to apply so long as the Purchasers hold such amount of Class A Ordinary Shares (including such Class A Ordinary Shares held in the form of ADSs) that represents no less than ten percent (10%) of the total issued and outstanding shares of the Company (including all of the issued and outstanding ordinary shares and preferred shares of the Company on an as-converted basis), for the avoidance of doubt regardless of whether the Purchasers continue to satisfy the Minimum Shareholding Requirement, but solely for the Purchasers’ tax, accounting or audit purposes or for the Purchasers to otherwise comply with applicable Laws; (B) as soon as available and in any event within 90 days after the end of each of the first three (3) quarters of each fiscal year of the Company, any consolidated unaudited balance sheets of the Group and consolidated unaudited statements of income and cash flows of the Group for the period then ended, prepared in conformity with generally accepted accounting principles in the applicable jurisdiction applied on a consistent basis, except as otherwise noted therein; provided that such balance sheets, statements of income and cash flows shall be deemed to have been provided to the Purchasers if they are filed with, or furnished by the Company or any other Group Company to, the SEC pursuant to Section 13 or 15(d) of the Exchange Act or otherwise; (C) as soon as available and in any event within 120 days after the end of each fiscal year of the Company, any consolidated audited balance sheet of the Group as of the end of such year, and any consolidated audited statements of income and cash flows of the Gro...

Information Rights. So long as the Holder holds this warrant and/or any of the Shares, the Company shall deliver to the Holder (a) promptly after mailing, copies of all communiques to the shareholders of the Company, (b) within one hundred twenty (120) days after the end of each fiscal year of the Company, the annual audited financial statements of the Company certified by independent public accountants of recognized standing and (c) within forty-five (45) days after the end of each of the first three quarters of each fiscal year, the Company's quarterly, unaudited financial statements.

Information Rights. (a) For as long as the Majority Approved Holders have the right to designate at least one (1) director for nomination pursuant to Section 1.1(c), and subject to Section 5.4 and reasonable restrictions imposed by the Company to comply with antitrust, export control and other Laws and to avoid disclosure to competitors, suppliers and vendors, the Company shall permit the Approved Holders or any authorized representatives designated by the Approved Holders reasonable access to visit and inspect any of the properties of the Company or any of its subsidiaries, including its and their books of accounting and other records, and to discuss its and their affairs, finances and accounts with its and their officers, all upon reasonable notice and at such reasonable times and as often as the Approved Holders may reasonably request. Any investigation pursuant to this Section 2.1 shall be conducted during normal business hours and in such manner as not to interfere unreasonably with the conduct of the Company and its subsidiaries. (b) For as long as the Approved Holders have the right to designate at least one (1) director for nomination pursuant to Section 1.1(c), subject to Section 5.4, the Company shall provide to the Approved Holders all written information that is provided to the Board at substantially the same time at which such information is first delivered or otherwise made available in writing to the Board; provided, however, that the Company shall not be required to provide information to the extent it would reasonably be expected to result in the loss of attorney-client or other applicable privilege or a violation of antitrust, export control or other Laws. (c) Nothing herein shall require the Company or any of its subsidiaries to disclose any information to the extent (i) prohibited by Applicable Law, (ii) that the Company reasonably believes such information to be competitively sensitive or proprietary information or (iii) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company or any of its subsidiaries is a party or would cause a risk of loss of privilege to the Company or any of its subsidiaries (provided that the Company shall use reasonable best efforts to make appropriate substitute arrangements under circumstances where the restrictions in clauses (i), (ii) and/or (iii) apply).

Information Rights. During the term of this Warrant, Warrantholder shall be entitled to the information rights contained in Section 7.1 of the Loan Agreement, and Section 7.1 of the Loan Agreement is hereby incorporated into this Agreement by this reference as though fully set forth herein, provided, however, that the Company shall not be required to deliver a Compliance Certificate once all Indebtedness (as defined in the Loan Agreement) owed by the Company to Warrantholder has been repaid.