Common use of Basic Financial Information and Reporting Clause in Contracts

Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) So long as an Investor (with its affiliates), other than Meritech Capital Partners III L.P. (together, with its affiliates, “Meritech”), shall own not less than five million (5,000,000) shares of Registrable Securities (as adjusted for stock splits, combinations and the like), and, with respect to Meritech, for so long as Meritech shall own not less than one million two hundred fifty thousand (1,250,000) shares of Registrable Securities (as adjusted for stock splits, combinations and the like) (each a “Major Investor”), 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, the Company will furnish each Major Investor an audited balance sheet of the Company, as at the end of such fiscal year, and an audited statement of income and an audited statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company’s Board of Directors. (c) The Company will furnish each Major Investor, 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 balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (d) The Company will furnish each Major Investor: (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.

Appears in 1 contract

Sources: Investor Rights Agreement (Tableau Software Inc)

Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof)applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) So long as an Investor (with its affiliates), other than Meritech Capital Partners III L.P. (together, with its affiliates, “Meritech”), shall own not less than five million (5,000,000) shares of Registrable Securities (as adjusted for stock splits, combinations and the like), and, with respect to Meritech, for so long as Meritech shall own not less than one million two hundred fifty thousand (1,250,000) shares of Registrable Securities (as adjusted for stock splits, combinations and the like) (each a “Major Investor”), as . As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) 90 days thereafterthereafter or, after the Initial Offering, simultaneously with the filing of the Company's annual report on Form 10-K with the SEC), the Company will furnish each Major Investor an audited Holder a consolidated balance sheet of the Company, as at the end of such fiscal year, and an audited a consolidated statement of income and an audited a consolidated statement of cash flows of the Company, Company for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company’s 's Board of Directors. (c) The Company will furnish each Major Investor, as . As soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year quarter of the Company, and in any event within fortythirty days thereafter or, after the Initial Offering, simultaneously with the filing of the Company's reports on Form 10-five (45) days thereafterQ with the SEC), the Company will furnish each Holder a consolidated balance sheet of the Company Company, as of at the end of each such quarterly periodfiscal quarter, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such period and for the current fiscal year to datequarter, prepared and presented in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), a manner consistent with the exception financial statements described in Section 3.l(b). Such statement shall be accompanied by a certificate signed by the Chairman of the Board and Chief Financial Officer of the Company stating that no notes need be attached to the preparation and presentation of such statements and year-end audit adjustments may is consistent with the financial statements described in Section 3.l(b). So long as a Holder (with its Affiliates) shall own not have been made. less than one hundred thousand (d100,000) The shares of Registrable Securities, the Company will furnish each Major Investor: (i) such Holder a consolidated balance sheet of the Company, as at least thirty (30) days prior to the beginning end of each fiscal year an annual budget calendar month, and operating plans a consolidated statement of income and a consolidated statement of cash flows of the Company for such fiscal year (month, prepared and as soon as available, any subsequent written revisions theretopresented in a manner consistent with the financial statements described in Section 3.l(b); and (ii) . Such statements shall be furnished as soon as practicable after the end of each month, month and in any event within twenty (20) ten days thereafter, thereafter and shall be accompanied by a balance sheet certificate signed by the Chairman of the Board and Chief Financial Officer of the Company as stating that the preparation and presentation of such statements is consistent with the end financial statements described in Section 3.l(b). Prior to January 1st of each year, the Company shall furnish such month, and a statement of income and a statement of cash flows of Holders an annual budget for the Company for such the following twelve month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with broken down by month. The Company's obligations under this Section 3.l(d) shall terminate upon the exception that no notes need be attached to such statements and year-end audit adjustments may not have been madeInitial Offering.

Appears in 1 contract

Sources: Convertible Debenture Purchase Agreement (Air South Airlines Inc)

Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof)applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) So long as an Investor (with its affiliates), other than Meritech Capital Partners III L.P. (together, with its affiliates, “Meritech”), ) shall own not less than five one million (5,000,0001,000,000) shares of Registrable Securities (as adjusted for stock splits, combinations splits and the like), and, with respect to Meritech, for so long as Meritech shall own not less than one million two hundred fifty thousand (1,250,000) shares of Registrable Securities (as adjusted for stock splits, combinations and the like) (each a “Major Investor”combinations), 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, the Company will furnish each Major such Investor an audited a balance sheet of the Company, as at the end of such fiscal year, and an audited a statement of income and an audited a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company’s Board of DirectorsBoard. (c) The Company will furnish each Major InvestorSo long as an Investor (with its affiliates) shall own not less than one million (1,000,000) shares of Registrable Securities (as adjusted for stock splits and combinations), 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 to the extent requested by such Investor, the Company shall furnish such Investor an unaudited balance sheet of the Company as of the end of each such quarterly period, and a an unaudited statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed applied, subject to the recipients thereof), with the exception that no notes need be attached to such statements and changes resulting from normal year-end audit adjustments may adjustments, all in reasonable detail and certified by the principal financial or accounting officer of the Company, except that such financial statements need not have been madecontain the notes required by generally accepted accounting principles. (d) The Company will furnish each So long as an Investor (with its affiliates) shall own not less than three million (3,000,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "Major Investor: "), to the extent requested by such Major Investor the Company shall furnish such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon)applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (e) All rights set forth in this Section 3.1 shall terminate upon the effective date of the registration statement pertaining to the Company's Initial Offering.

Appears in 1 contract

Sources: Investor Rights Agreement (Corgentech Inc)

Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof)applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) So long as an Investor a holder of Series A Shares, Series B Shares, Series C Shares or Series D Shares (with its affiliates), other than Meritech Capital Partners III L.P. (together, with its affiliates, “Meritech”), ) shall own not less than five million sixty-six thousand six hundred sixty-six (5,000,00066,666) shares of Registrable Securities (as adjusted for stock splitsdividends, combinations stock splits and the like), and, with respect to Meritech, for so long as Meritech shall own not less than one million two hundred fifty thousand (1,250,000) shares of Registrable Securities (as adjusted for stock splits, combinations and the likecombinations) (each a “Major Investor”"MAJOR INVESTOR"), as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty ninety (12090) days thereafter, the Company will furnish each such Major Investor and each Founder an audited consolidated balance sheet of the Company, as at the end of such fiscal year, and an audited consolidated statement of income and an audited consolidated statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case case, in comparative form form, the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company’s Board of Directors. (c) The Company will furnish each Major InvestorInvestor and each Founder, 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 an unaudited consolidated balance sheet of the Company as of the end of each such quarterly period, and a an unaudited consolidated statement of income and a an unaudited consolidated statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. Additionally, the Company will furnish each Series B Holder, 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 thirty (except as noted therein 30) days thereafter, (i) a letter from the Company's management discussing the revenues and operations of the Company in each such period and (ii) a compliance certificate, executed by the President or as disclosed Chief Executive Officer of the Company, to the recipients thereof)effect that the Company has complied with the covenants set forth in this Section 4.1 in each such period. (d) The Company will furnish each Series B Holder, as soon as practicable after the end of each month, and in any event within thirty (30) days thereafter, an unaudited consolidated balance sheet of the Company as of the end of each such month and an unaudited consolidated statement of income and an unaudited consolidated statement of cash flows of the Company for such month and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (de) The Company will furnish each Major Investor: member of the Board of Directors with (i) the information set forth in Sections 4.1(b)-(d) above at least the time it is distributed to the Major Investors and Founders, (ii) copies of all filings with the SEC, (iii) information as to any pending material litigation and any material default under any material agreement of the Company, (iv) copies of management letters of accountants and, (v) within thirty (30) days prior to after the beginning of each fiscal year year, an annual budget and operating plans for such fiscal year year. (and as soon as available, f) Each Series B Holder is hereby authorized to deliver a copy of any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in financial statement delivered to it pursuant to this Section 4.1 to any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each regulatory body having jurisdiction over it which requests such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been madeinformation.

Appears in 1 contract

Sources: Investors' Rights Agreement (Jato Communications Corp)

Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) So long as an Investor (with its affiliates), other than Meritech Capital Partners III L.P. (together, with its affiliates, “Meritech”), Affiliates) shall own not less than five million (5,000,000) shares of Registrable Securities (as adjusted for stock splits, combinations splits and the like), andcombinations) or, with respect to MeritechFidelity Mt. ▇▇▇▇▇▇ Street Trust: Fidelity Growth Company Fund, for Fidelity Securities Fund: Fidelity OTC Portfolio, Fidelity Puritan Trust: Fidelity Puritan Fund, and Fidelity Magellan Fund: Fidelity Magellan Fund (collectively, “Fidelity”), so long as Meritech shall own not less than one million two hundred fifty thousand (1,250,000) Fidelity, collectively with its Affiliates, owns any shares of Registrable Securities (as adjusted for capital stock splitsof the Company, combinations and the like) (each a “Major Investor”), as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty eighty (120180) days thereafter, the Company will furnish each such Major Investor an audited a balance sheet of the Company, as at the end of such fiscal year, and an audited a statement of income and an audited a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company’s Board of DirectorsBoard. (c) The Company will furnish each Major Investor, as 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, the Company will furnish each such Major Investor a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, including a comparison to plan figures for such period, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (d) The Company will furnish each such Major Investor: Investor (i) at least thirty (30) days prior to the beginning by March 31 of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereontherein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.

Appears in 1 contract

Sources: Investor Rights Agreement (Roku, Inc)

Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) So long as an Investor (with its affiliates), other than Meritech Capital Partners III L.P. (together, with its affiliates, “Meritech”), ) shall own not less than five million (5,000,000) 2,000,000 shares of Registrable Securities (as adjusted for stock splits, combinations splits and the like), and, with respect to Meritech, for so long as Meritech shall own not less than one million two hundred fifty thousand (1,250,000) shares of Registrable Securities (as adjusted for stock splits, combinations and the likecombinations) (each a “Major Investor”), to the extent requested by a Major Investor, as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) 90 days thereafter, the Company will furnish each such Major Investor an audited a balance sheet of the Company, as at the end of such fiscal year, and an audited a statement of income income, shareholders’ equity and an audited a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company’s Board of DirectorsBoard. (c) The To the extent requested by a Major Investor, the Company will furnish each such Major Investor, 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 forty-five (45) 60 days thereafter, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to dateperiod, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (d) The To the extent requested by a Major Investor, the Company will furnish each such Major Investor: (i) , as soon as practicable prior to the end of each fiscal year of the Company, and in any event at least thirty (30) 45 days prior to the beginning of each the next fiscal year an annual budget and operating plans for such fiscal year (and as soon as availableyear, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.an

Appears in 1 contract

Sources: Investor Rights Agreement (Turning Point Therapeutics, Inc.)

Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) So long as an Investor (with its affiliates), other than Meritech Capital Partners III L.P. (together, with its affiliates, “Meritech”), ) shall own not less than five million hundred thousand (5,000,000500,000) shares of Registrable Securities (as adjusted for stock splits, combinations splits and the like), and, with respect to Meritech, for so long as Meritech shall own not less than one million two hundred fifty thousand (1,250,000) shares of Registrable Securities (as adjusted for stock splits, combinations and the likecombinations) (each a “Major Investor”), to the extent requested by such Major Investor, 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, the Company will furnish each Major such Investor an audited a balance sheet of the Company, as at the end of such fiscal year, and an audited a statement of income and an audited a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be audited and accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company’s Board of DirectorsBoard. (c) The To the extent requested by such Major Investor, the Company will furnish each such Major Investor, 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 balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, all such statements shall be unaudited and prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (d) The To the extent requested by a Major Investor, the Company will furnish each such Major Investor: (i) Investor at least thirty (30) days prior to the beginning of each fiscal year an annual operating budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); . (e) The Company will also furnish to each Major Investor with reasonable promptness, such other information and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of data with respect to the Company as of such Major Investor may from time to time reasonably request, which information will not be used for any purpose by such Major Investor other than to evaluate its involvement in the end of each such monthCompany, and a statement of income and a statement of cash flows of provided, however, the Company for can withhold any such month information if the Board determines in good faith that such information is confidential or attorney client privileged and for the current fiscal year to dateshould not, including a comparison to plan figures for such periodtherefore, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been madedisclosed.

Appears in 1 contract

Sources: Investor Rights Agreement (Five Prime Therapeutics Inc)

Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) So long as an Investor (with its affiliates), other than Meritech Capital Partners III L.P. (together, with its affiliates, “Meritech”), Affiliates) shall own not less than five million (5,000,000) shares of Registrable Securities (as adjusted for stock splits, combinations splits and the like), andcombinations) or, with respect to MeritechFidelity Mt. ▇▇▇▇▇▇ Street Trust: Fidelity Growth Company Fund, for Fidelity Securities Fund: Fidelity OTC Portfolio, Fidelity Puritan Trust: Fidelity Puritan Fund, and Fidelity Magellan Fund: Fidelity Magellan Fund (collectively, “Fidelity”), so long as Meritech shall own not less than one million two hundred fifty thousand (1,250,000) Fidelity, collectively with its Affiliates, owns any shares of Registrable Securities (as adjusted for capital stock splitsof the Company, combinations and the like) (each a “Major Investor”), as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty eighty (120180) days thereafter, the Company will furnish each such Major Investor an audited a balance sheet of the Company, as at the end of such fiscal year, and an audited a statement of income and an audited a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company’s Board of DirectorsBoard. (c) The Company will furnish each Major Investor, 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 balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (d) The Company will furnish each Major Investor: (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.

Appears in 1 contract

Sources: Investor Rights Agreement

Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) So long as an Investor (with its affiliates), other than Meritech Capital Partners III L.P. (together, with its affiliates, “Meritech”), shall own not less than five million (5,000,000) shares of Registrable Securities (as adjusted for stock splits, combinations and the like), and, with respect to Meritech, for so long as Meritech shall own not less than one million two hundred fifty thousand (1,250,000) shares of Registrable Securities (as adjusted for stock splits, combinations and the like) (each a “Major Investor”), as As soon as practicable after the end of each fiscal year of the Company, and but in any no event within one hundred twenty later than ninety (12090) days thereafterafter the end of each fiscal year, the Company will furnish to each Major Investor an audited (as defined below) a balance sheet of the Company, as at the end of such fiscal year, and an audited a statement of income and an audited a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report audited and opinion thereon certified by independent public accountants of national standing selected by the Company’s Board of Directors. (c) The Company will furnish each Major InvestorInvestor (as defined below), 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 an unaudited balance sheet of the Company as of the end of each such quarterly period, and a an unaudited statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (d) The So long as an Investor (with its affiliates) shall own not less than 1,400,000 shares of Registrable Securities (or (i) in the case of SofTech VC III, L.P., not less than 800,000 shares of Registrable Securities or (ii) in the case of Union Grove Partners Direct Venture Fund, LP, not less than 700,000 shares of Registrable Securities) (each as adjusted for stock splits and combinations or (iii) in the case of GGV (as defined below), not less than 1,200,000 shares of Registrable Securities) (each a “Major Investor”), the Company will furnish each such Major Investor: (i) , at least thirty (30) days prior to the beginning of each fiscal year year, an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); and . (iie) as soon as practicable after the end of The Company will furnish each monthsuch Major Investor, and in any event within twenty (20) days thereafterupon request, a balance sheet of the Company as of the end of each such monthcurrent, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been madedetailed capitalization table.

Appears in 1 contract

Sources: Investor Rights Agreement (Poshmark, Inc.)

Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereoftherein), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) So long as To the extent requested by an Investor (with its affiliates), other than Meritech Capital Partners III L.P. (together, with its affiliates, “Meritech”), shall own not less than five million (5,000,000) shares of Registrable Securities (as adjusted for stock splits, combinations and the like), and, with respect to Meritech, for so long as Meritech shall own not less than one million two hundred fifty thousand (1,250,000) shares of Registrable Securities (as adjusted for stock splits, combinations and the like) (each a “Major Investor”), 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, the Company will furnish each Major such Investor an audited a balance sheet of the Company, as at the end of such fiscal year, and an audited a statement of income and an audited a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereoftherein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company’s Board of Directors. (c) The To the extent requested by an investor, the Company will furnish each Major such Investor, 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 balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereoftherein), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (d) The So long as an Investor (with its affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a “Major Investor”), to the extent requested by such Major Investor the Company will furnish each such Major Investor: (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.

Appears in 1 contract

Sources: Investor Rights Agreement (Reliant Technologies Inc)

Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereoftherein), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles in the United States consistently applied. (b) So long as an Investor (with its affiliates), other than Meritech Capital Partners III L.P. (together, with its affiliates, “Meritech”), Affiliates) shall own not less than at least five million hundred thousand (5,000,000500,000) shares of Registrable Securities (as adjusted subject to adjustment for stock splits, combinations and the like)combinations, and, with respect to Meritech, for so long as Meritech shall own not less than one million two hundred fifty thousand (1,250,000) shares of Registrable Securities (as adjusted for stock splits, combinations recapitalizations and the like) (each a “Major Investor”), the Company will furnish each such Major Investor: (i) as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) calendar days thereafter, the Company will furnish each Major Investor an audited a balance sheet of the Company, as at the end of such fiscal year, and an audited a statement of income and an audited a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles in the United States consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be audited and certified and accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company’s Board of Directors.; (cii) The Company will furnish each Major Investor, 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) calendar days thereafter, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles in the United States consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.; (diii) The Company will furnish each to the extent requested by a Major Investor: , (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) calendar days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles in the United States consistently applied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made; and (ii) as soon as practicable, and in any event within seven (7) business days upon such request, a capitalization table of the Company in a form reasonably acceptable to such Major Investor; and (iv) as soon as practicable, but in any event at least thirty (30) calendar days following approval by the Board of Directors, an annual budget and operating plans for the relevant fiscal year, prepared on a monthly basis, and, as soon as prepared, any other budgets or revised budgets prepared by the Company.

Appears in 1 contract

Sources: Investor Rights Agreement (Immune Design Corp.)

Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof)applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) So long as an Investor (with its affiliates), other than Meritech Capital Partners III L.P. (together, with its affiliates, “Meritech”), shall own not less than five million (5,000,000) shares of Registrable Securities (as adjusted for stock splits, combinations and the like), and, with respect to Meritech, for so long as Meritech shall own not less than one million two hundred fifty thousand (1,250,000) shares of Registrable Securities (as adjusted for stock splits, combinations and the like) (each a “Major Investor”), as As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) 90 days thereafterthereafter or, after the IPO, simultaneously with the filing of the Company's annual report on Form 10-K with the SEC), the Company will furnish each Major Investor an audited Holder a consolidated balance sheet of the Company, as at the end of such fiscal year, and an audited a consolidated statement of income and an audited a consolidated statement of cash flows of the Company, Company for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company’s 's Board of Directors. (c) The Company will furnish each Major Investor, as As soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year quarter of the Company, and in any event within fortyforty five days thereafter or, after the IPO, simultaneously with the filing of the Company's reports on Form 10-five (45) days thereafterQ with the SEC), the Company will furnish each Holder a consolidated balance sheet of the Company Company, as of at the end of each such quarterly periodfiscal quarter, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such period and for the current fiscal year to datequarter, prepared and presented in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), a manner consistent with the exception financial statements described in Section 6.1 (b). Such statement shall be accompanied by a certificate signed by the Chairman of the Board and Chief Financial Officer of the Company stating that no notes need be attached to the preparation and presentation of such statements and year-end audit adjustments may not have been madeis consistent with the financial statements described in Section 6.1(b). (d) The So long as a Holder (with its affiliates) shall own not less than one hundred thousand (100,000) shares of Registrable Securities, the Company will furnish each Major Investor: (i) such Holder a consolidated balance sheet of the Company, as at least thirty (30) days prior to the beginning end of each fiscal year an annual budget calendar month, and operating plans a consolidated statement of income and a consolidated statement of cash flows of the Company for such fiscal year (month, prepared and as soon as available, any subsequent written revisions theretopresented in a manner consistent with the financial statements described in Section 6.1(b); and (ii) . Such statements shall be furnished as soon as practicable after the end of each month, month and in any event within twenty (20) ten days thereafter, thereafter and shall be accompanied by a balance sheet certificate signed by the Chairman of the Board and Chief Financial Officer of the Company as stating that the preparation and presentation of such statements is consistent with the end financial statements described in Section 6.1(b). Prior to January lst of each year, the Company shall furnish such month, and a statement of income and a statement of cash flows of Holders an annual budget for the Company for such the following twelve month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with broken down by month. The Company's obligations under this Section 6.l(d) shall terminate upon the exception that no notes need be attached to such statements and year-end audit adjustments may not have been madeIPO.

Appears in 1 contract

Sources: Warrant Purchase Agreement (Air South Airlines Inc)

Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) So long as an Investor (with its affiliates), other than Meritech Capital Partners III L.P. (together, with its affiliates, “Meritech”), shall own not less than five million (5,000,000) shares of Registrable Securities (as adjusted for stock splits, combinations and the like), and, with respect to Meritech, for so long as Meritech shall own not less than one million two hundred fifty thousand (1,250,000) shares of Registrable Securities (as adjusted for stock splits, combinations and the like) (each a “Major Investor”)any Shares remain outstanding, as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) 180 days thereafter, the Company will furnish any Investor holding together with its affiliates at least 2,500,000 shares of Series A Preferred or 2,500,000 shares of Series B Preferred (each as adjusted for any stock dividends, combinations, splits, recapitalizations and the like after the date hereof) (each, a “Major Investor Investor”) an audited balance sheet of the Company, as at the end of such fiscal year, and an audited statement of income and an audited statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) ), and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company’s Board of DirectorsBoard. (c) The Company will furnish each Major Investor, 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) 60 days thereafter, a an unaudited balance sheet of the Company as of the end of each such quarterly period, period and a an unaudited statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made, as well as an up-to-date capitalization table of the Company. (d) The Company will furnish each Major Investor: (i) Investor at least thirty (30) 30 days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year that each have been approved by the Board (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.

Appears in 1 contract

Sources: Investor Rights Agreement (Lumena Pharmaceuticals, Inc.)

Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) So long as an a Investor (with its affiliates), other than Meritech Capital Partners III L.P. (together, with its affiliates, “Meritech”), ) shall own not less than five million hundred thousand (5,000,000500,000) shares of Registrable Securities (as adjusted for stock splits, combinations splits and the like), and, with respect to Meritech, for so long as Meritech shall own not less than one million two hundred fifty thousand (1,250,000) shares of Registrable Securities (as adjusted for stock splits, combinations and the likecombinations) (each a “Major Investor”), to the extent requested by such Major Investor the Company will furnish each such Major Investor, 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, the Company will furnish each such Major Investor an audited a balance sheet of the Company, as at the end of such fiscal year, and an audited a statement of income and an audited a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company’s Board of Directors. (c) The To the extent requested by a Major Investor, the Company will furnish each such Major Investor, 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 balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (d) The Company will furnish each Major Investor: (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.

Appears in 1 contract

Sources: Investor Rights Agreement (Anthera Pharmaceuticals Inc)