Delivery of Financial Statements. The Company shall deliver to each Major Investor: (a) as soon as practicable, but in any event within 50 days after the end of each fiscal year of the Company, financial statement for such fiscal year, prepared in accordance with International Financial Reporting Standards (“IFRS”), audited by an accounting firm associated with one of the “Big 4” international accounting firms; (b) as soon as practicable, but in any event within 35 days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited financial statements for such fiscal quarter, prepared in accordance with IFRS, consistently applied with prior practices for earlier periods, reviewed by such “Big 4” international accounting firm; (c) as soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board and prepared on a quarterly basis; (d) as soon as practicable following such Major Investor's request, but in any event within 7 days (or, if such requested information is not readily available for delivery or requires certain preparation or compilation by or on behalf the Company, then as soon as practicably thereafter), such other information relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as any Major Investor may from time to time reasonably request for purposes of good faith compliance with any disclosure obligation or requirement of such Major Investor under any applicable law or regulations; provided, however, that such Major Investor’s request will be made in the most limited scope as required for the purposes of compliance with such applicable law; (e) as soon as practicable following such Major Investor's request, but in any event within sixty (60) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of share capital and securities convertible into or exercisable for share capital outstanding at the end of the period, the Ordinary Shares issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Ordinary Shares and the exchange ratio or exercise price applicable thereto, and the number of options (issued and not yet issued but reserved for issuance, if any), all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company on both issued and fully-diluted bases, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Without derogating from the foregoing, the Company shall deliver to any Investor which is either a public company, a regulated body or a provident fund (“Regulated Body”), as soon as practicable following such Investor's reasonable request, any information or report relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as may reasonably be requested by such Investor in order to comply with any obligation of such Investor under applicable law, including without limitation, Securities Laws, Stock Exchange rules and regulations and/or any request of the Stock Exchange, Securities Authority, Ministry of Finance or any other authority. Without derogating from the generality of the above, the Company was informed that such Regulated Bodies may be subject to the Securities Law, 5728-1968 and the regulations promulgated thereunder (together the “Securities Law”), as well as to the instructions of the professional staff of the Israel Securities Authority (the “Securities Authority”), and that the obligation of the Company under this paragraph is necessary in order to assist the Regulated Body to fulfill the aforementioned legal obligations. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes, based upon opinion of its counsel, it must do so to comply with the SEC rules applicable to such registration statement and related offering, except as required for a Regulated Body or any other Major Investor which is (or its controlling parent company is) a publicly traded company for purposes of compliance with its obligations under applicable law or regulations to issue annual, quarterly or other periodic reports; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Gamida Cell Ltd.), Investors’ Rights Agreement (Gamida Cell Ltd.)
Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitor of the Company:
(a) as soon as practicable, but in any event within 50 180 days after the end of each fiscal year of the CompanyCompany (i) a balance sheet as of the end of such year, financial statement (ii) statements of income and of cash flows for such fiscal year, prepared in accordance with International Financial Reporting Standards and (“IFRS”), audited by an accounting firm associated with one iii) a statement of stockholders’ equity as of the “Big 4” international accounting firmsend of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) as soon as practicable, but in any event within 35 45 days after the end of each of the first three (3) quarters of each fiscal year of the Company and within 90 days after the end of the fourth quarter of each fiscal year of the Company, unaudited financial statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with IFRS, consistently applied GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with prior practices for earlier periods, reviewed by such “Big 4” international accounting firmGAAP);
(c) as soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board and prepared on a quarterly basis;
(d) as soon as practicable following such Major Investor's request, but in any event within 7 days (or, if such requested information is not readily available for delivery or requires certain preparation or compilation by or on behalf the Company, then as soon as practicably thereafter), such other information relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as any Major Investor may from time to time reasonably request for purposes of good faith compliance with any disclosure obligation or requirement of such Major Investor under any applicable law or regulations; provided, however, that such Major Investor’s request will be made in the most limited scope as required for the purposes of compliance with such applicable law;
(e) as soon as practicable following such Major Investor's request, but in any event within sixty (60) 45 days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of share capital stock and securities convertible into or exercisable for share shares of capital stock outstanding at the end of the period, the Ordinary Shares Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Ordinary Shares Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options (issued and stock options not yet issued but reserved for issuance, if any), all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company on both issued and fully-diluted basesCompany, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct;
(d) as soon as practicable, but in any event within 30 days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); and
(e) as soon as practicable, but in any event 30 days before the end of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Without derogating from the foregoing, the Company shall deliver to any Investor which is either a public company, a regulated body or a provident fund (“Regulated Body”), as soon as practicable following such Investor's reasonable request, any information or report relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as may reasonably be requested by such Investor in order to comply with any obligation of such Investor under applicable law, including without limitation, Securities Laws, Stock Exchange rules and regulations and/or any request of the Stock Exchange, Securities Authority, Ministry of Finance or any other authority. Without derogating from the generality of the above, the Company was informed that such Regulated Bodies may be subject to the Securities Law, 5728-1968 and the regulations promulgated thereunder (together the “Securities Law”), as well as to the instructions of the professional staff of the Israel Securities Authority (the “Securities Authority”), and that the obligation of the Company under this paragraph is necessary in order to assist the Regulated Body to fulfill the aforementioned legal obligations. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) 60 days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes, based upon opinion of its counsel, concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering, except as required for a Regulated Body or any other Major Investor which is (or its controlling parent company is) a publicly traded company for purposes of compliance with its obligations under applicable law or regulations to issue annual, quarterly or other periodic reports; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Artiva Biotherapeutics, Inc.), Investors’ Rights Agreement (Artiva Biotherapeutics, Inc.)
Delivery of Financial Statements. The (a) So long as a Preferred Holder holds at least 25% of the Subject Shares owned by it on the date hereof and prior to the consummation of any Qualified Public Offering, the Company shall deliver to each Major Investorsuch holder:
(ai) as soon as practicable, but in any event within 50 ninety (90) days after the end of each fiscal year of the Company, financial an income statement for such fiscal year, a balance sheet and statement of shareholders’ equity as of the end of such year, and a statement of cash flows for such year, such year end financial reports to be on a consolidated basis for the Company and its Subsidiaries and for the Operating Companies in reasonable detail, prepared in accordance with International Financial Reporting Standards United States generally accepted accounting principles, consistently applied (“IFRSGAAP”), and audited and certified by an accounting firm associated with one independent public accountants of nationally recognized standing selected by the “Big 4” international accounting firmsCompany;
(bii) as soon as practicable, but in any event within 35 thirty (30) days after the end of each of each calendar month, an unaudited income statement, unaudited statement of cash flows for such month and an unaudited balance sheet, in each case, on a consolidated basis for the first three (3) quarters of each fiscal year Company and its Subsidiaries and for the Operating Companies as of the Company, unaudited financial statements for end of such fiscal quarter, prepared in accordance with IFRS, consistently applied with prior practices for earlier periods, reviewed by such “Big 4” international accounting firmmonth;
(ciii) as soon as practicable, but in any event at least thirty (30) days before prior to the end of each fiscal year, a consolidated budget and business plan for the next following fiscal year (collectivelyfor the Company and its Subsidiaries and for the Operating Companies, the “Budget”), approved by the Board and prepared on a quarterly monthly basis;
(div) as soon as practicable following with respect to the financial statements called for in paragraph (a) above, an instrument executed by the Chief Financial Officer or President (or an officer in a comparable position) of the Company certifying that such Major Investor's requestfinancials were prepared in accordance with GAAP applied consistently with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present in all material respects the financial condition and results of operation for the Company and its Subsidiaries and the Operating Companies for the period specified, but in subject to year end audit adjustment; and
(v) all notices, request for consents, financial statements and other materials provided to the holders of Equity Securities at any event within 7 days (ortime and at the same time such holders are so furnished, if such requested information is not readily available for delivery or requires certain preparation or compilation by or on behalf the Company, then as soon as practicably thereafter), and such other information relating to the financial condition, business, prospects, business or corporate affairs of the Company and its subsidiaries Group as any Major Investor holders of at least 10% of the then outstanding Series A Preferred Shares may from time to time reasonably request for purposes of good faith compliance with any disclosure obligation or requirement of such Major Investor under any applicable law or regulations; provided, however, that such Major Investor’s request will be made in the most limited scope as required for the purposes of compliance with such applicable law;request.
(eb) The Company, each of its Subsidiaries and each of the Operating Companies shall evaluate the effectiveness of its respective system of internal accounting controls as of the end of each fiscal quarter for such entity. As soon as practicable following such Major Investor's requestpracticable, but in any event within sixty (60) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of share capital and securities convertible into or exercisable for share capital outstanding at the end of the period, the Ordinary Shares issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Ordinary Shares and the exchange ratio or exercise price applicable thereto, and the number of options (issued and not yet issued but reserved for issuance, if any), all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company on both issued and fully-diluted bases, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct. If, for any periodthereafter, the Company has shall notify Blue Ridge China and EI in writing of any subsidiary whose accounts are consolidated (i) deficiencies in such controls, and (ii) significant changes in such controls or in other factors that could significantly affect such controls.
(c) The Company may require any party (other than Blue Ridge China and EI) entitled to the information rights of this Section 4.1 to execute a confidentiality and non-disclosure agreement at any time with those of respect to such rights.
(d) Not later than 20 business days prior to the Company, then in respect of such period date on which the financial statements delivered ▇▇▇▇▇▇▇ Warrants expire or terminate pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Without derogating from the foregoingterms thereof, the Company shall deliver to any Investor which is either a public company, a regulated body or a provident fund the ▇▇▇▇▇▇▇ Holders the information set out in Sections 4.1(a)(i) through (“Regulated Body”iv), as soon as practicable subject to Section 4.1(c).
(e) Within 5 business days following such Investor's reasonable request, any information or report relating receipt by the Company of a notice from either of the ▇▇▇▇▇▇▇ Holders to the financial conditioneffect that it intends, businessin good faith, prospectsto exercise its ▇▇▇▇▇▇▇ Warrant, in whole or corporate affairs in part, subject to a review of the Company Company’s financial condition and its subsidiaries as may reasonably be requested by such Investor in order to comply with any obligation of such Investor under applicable law, including without limitation, Securities Laws, Stock Exchange rules and regulations and/or any request of the Stock Exchange, Securities Authority, Ministry of Finance or any other authority. Without derogating from the generality of the aboveperformance, the Company was informed shall furnish to such ▇▇▇▇▇▇▇ Holder the information set out in Section 4.1(a)(i) through (iv), subject to Section 4.1(c).
(f) In the event that such Regulated Bodies may be the Company becomes subject to the public reporting requirements of the Securities Law, 5728-1968 and the regulations promulgated thereunder (together the “Securities Law”)Exchange Act of 1934, as well amended, or a similar public securities reporting statute in another jurisdiction:
(i) as to the instructions a result of the professional staff of the Israel Securities Authority (the “Securities Authority”), and that the obligation of the Company under this paragraph is necessary in order to assist the Regulated Body to fulfill the aforementioned legal obligations. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before any transaction approved by the Company’s good-faith estimate Board of Directors, the date requirements of filing of a registration statement if it reasonably concludes, based upon opinion of its counsel, it must do so to comply with the SEC rules applicable to such registration statement and related offering, except as required this Section 4.1 shall terminate; or
(ii) for a Regulated Body or any other Major Investor which is (or its controlling parent company is) a publicly traded company for purposes reason, the requirements of compliance with its obligations under applicable law or regulations to issue annual, quarterly or other periodic reports; provided that the Company’s covenants under this Section 3.1 4.1 shall be reinstated at such time as continue, provided, and to the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveextent that they do not contravene applicable public securities law.
Appears in 2 contracts
Sources: Shareholder Agreement, Shareholders Agreement (Xinyuan Real Estate Co LTD)
Delivery of Financial Statements. The Company shall deliver to each Preferred Investor (or transferee of a Preferred Investor) that holds, individually or together with its Affiliates, at least 7,500,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”); provided, however, that any entity (i) that is formed for the specific purpose of acquiring shares of the Company’s capital stock and/or (ii) has assets, a majority of which consist of shares of the Company’s capital stock as of immediately following such entity’s acquisition of shares of the Company’s capital stock (each, an “SPV Entity”), shall not constitute an Affiliate of such Preferred Investor for the purpose of qualifying as a Major Investor; provided further, that the Board has not reasonably determined that such Major Investor is a Competitor of the Company:
(a) as soon as practicable, but in any event within 50 one hundred eighty (180) days after the end of each fiscal year of the Company, financial an unaudited income statement for such fiscal year, an unaudited balance sheet of the Company and statement of stockholders’ equity as of the end of such year, and an unaudited statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with International Financial Reporting Standards generally accepted accounting principles (“IFRSGAAP”) (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP), audited by an accounting firm associated with one provided, however, that upon approval of the “Big 4” international accounting firmsBoard, such financial statements shall be audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) as soon as practicable, but in any event within 35 forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited financial statements income statement, statement of cash flows for such fiscal quarter and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with IFRS, consistently applied GAAP (except that such financial statements may (i) be subject to normal year- end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with prior practices for earlier periods, reviewed by such “Big 4” international accounting firmGAAP);
(c) as soon as practicable, but in any event thirty at least forty-five (3045) days before prior to the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”)year, approved by the Board and prepared on a quarterly monthly basis;, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and
(d) as soon as practicable following such Major Investor's request, but in any event within 7 days (or, if such requested information is not readily available for delivery or requires certain preparation or compilation by or on behalf the Company, then as soon as practicably thereafter), such other information relating to the financial condition, business, prospects, business or corporate affairs of the Company and its subsidiaries as any the Major Investor may from time to time reasonably request for purposes of good faith compliance with any disclosure obligation or requirement of such Major Investor under any applicable law or regulations; request, provided, however, that such Major Investor’s request will be made in the most limited scope as required for the purposes of compliance with such applicable law;
(e) as soon as practicable following such Major Investor's request, but in any event within sixty (60) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of share capital and securities convertible into or exercisable for share capital outstanding at the end of the period, the Ordinary Shares issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Ordinary Shares and the exchange ratio or exercise price applicable thereto, and the number of options (issued and not yet issued but reserved for issuance, if any), all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company on both issued and fully-diluted bases, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Without derogating from the foregoing, the Company shall deliver not be obligated under this subsection (d) to any Investor which is either provide information that (i) it deems in good faith to be a public company, a regulated body trade secret or a provident fund (“Regulated Body”), as soon as practicable following such Investor's reasonable request, any similar confidential information or report relating to (ii) the financial condition, business, prospects, or corporate affairs disclosure of which would adversely affect the attorney-client privilege between the Company and its subsidiaries as may reasonably be requested by such Investor in order to comply with any obligation of such Investor under applicable law, including without limitation, Securities Laws, Stock Exchange rules and regulations and/or any request of the Stock Exchange, Securities Authority, Ministry of Finance or any other authority. Without derogating from the generality of the above, the Company was informed that such Regulated Bodies may be subject to the Securities Law, 5728-1968 and the regulations promulgated thereunder (together the “Securities Law”), as well as to the instructions of the professional staff of the Israel Securities Authority (the “Securities Authority”), and that the obligation of the Company under this paragraph is necessary in order to assist the Regulated Body to fulfill the aforementioned legal obligations. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes, based upon opinion of its counsel, it must do so to comply with the SEC rules applicable to such registration statement and related offering, except as required for a Regulated Body or any other Major Investor which is (or its controlling parent company is) a publicly traded company for purposes of compliance with its obligations under applicable law or regulations to issue annual, quarterly or other periodic reports; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Figma, Inc.), Investors’ Rights Agreement (Figma, Inc.)
Delivery of Financial Statements. The Company shall deliver to each Major InvestorEligible Investor the following documents or reports provided that the Board of Directors has not reasonably determined that such Eligible Investor is a Competitor of the Company:
(a) as soon as practicable, but in any event within 50 one hundred and eighty (180) days after the end of each fiscal year of the Company, financial a consolidated income statement, statement of cash flows and shareholders’ equity for the Company for such fiscal year and a consolidated balance sheet for the Company as of the end of such fiscal year, audited (unless a majority of the Board, including the Preferred Directors, decides otherwise) by KPMG or other accredited international accounting firm acceptable to the Preferred Directors, all prepared in English and in accordance with International Financial Reporting the Accounting Standards (“IFRS”), audited by an accounting firm associated with one of consistently applied throughout the “Big 4” international accounting firmsperiod;
(b) as soon as practicable, but in any event within 35 forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year quarters, any material financial information of the CompanyGroup (including without limitation, unaudited revenue, profit and other material financial statements for information relating to the operation, development and business of the Group), and any other material financial information reasonably requested by any such fiscal quarter, prepared in accordance with IFRS, consistently applied with prior practices for earlier periods, reviewed by such “Big 4” international accounting firmEligible Investor;
(c) as soon as practicable, but in any event at least thirty (30) days before prior to the end beginning of each fiscal year, year a budget and business plan for the next of such fiscal year (collectively, the “Budget”), approved by the Board and prepared on a quarterly basisyear;
(d) as soon as practicable following upon request of an Eligible Investor, within fifteen (15) days of such Major Investor's request, but in any event within 7 days (or, if such requested information is not readily available for delivery or requires certain preparation or compilation by or on behalf a detailed capitalization table of the Company, then as soon as practicably thereafter), such other information relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as any Major Investor may from time to time reasonably request for purposes of good faith compliance with any disclosure obligation or requirement of such Major Investor under any applicable law or regulations; provided, however, that such Major Investor’s request will be made in the most limited scope as required for the purposes of compliance with such applicable law;and
(e) as soon as practicable following such Major Investor's request, but in any event within sixty copies of all documents or other information sent to all other shareholders concurrently with delivery thereof (60) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of share capital and securities convertible into or exercisable for share capital outstanding at the end of the period, the Ordinary Shares issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Ordinary Shares and the exchange ratio or exercise price applicable thereto, and the number of options (issued and not yet issued but reserved for issuance, if anypromptly thereafter), all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company on both issued and fully-diluted bases, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Without derogating from the foregoing, the Company shall deliver to any Investor which is either a public company, a regulated body or a provident fund (“Regulated Body”), as soon as practicable following such Investor's reasonable request, any information or report relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as may reasonably be requested by such Investor in order to comply with any obligation of such Investor under applicable law, including without limitation, Securities Laws, Stock Exchange rules and regulations and/or any request of the Stock Exchange, Securities Authority, Ministry of Finance or any other authority. Without derogating from the generality of the above, the Company was informed that such Regulated Bodies may be subject to the Securities Law, 5728-1968 and the regulations promulgated thereunder (together the “Securities Law”), as well as to the instructions of the professional staff of the Israel Securities Authority (the “Securities Authority”), and that the obligation of the Company under this paragraph is necessary in order to assist the Regulated Body to fulfill the aforementioned legal obligations. Notwithstanding anything else in this Section 3.1 8.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 8.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes, based upon opinion of its counsel, concludes it must do so to comply with the SEC Commission rules applicable to such registration statement and related offering, except as required for a Regulated Body or any other Major Investor which is (or its controlling parent company is) a publicly traded company for purposes of compliance with its obligations under applicable law or regulations to issue annual, quarterly or other periodic reports; provided that the Company’s covenants under this Section 3.1 8.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 2 contracts
Sources: Shareholder Agreement (WeRide Inc.), Shareholder Agreement (WeRide Inc.)
Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the Board of Directors has not reasonably and in good faith determined that such Major Investor is a Competitor:
(a) as soon as practicable, but in any event within 50 one hundred twenty (120) days after the end of each fiscal year of the CompanyCompany (i) a balance sheet as of the end of such year, financial statement (ii) statements of income and of cash flows for such fiscal year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants standing selected by the Board; provided, that such financial statements for the fiscal year 2020 need not be audited (but shall in any event be prepared in accordance with International Financial Reporting Standards (“IFRS”GAAP), audited by an accounting firm associated with one of the “Big 4” international accounting firms;
(b) as soon as practicablepracticable after the end of each quarterly accounting period in each fiscal year of the Company (commencing with the first quarter of 2020), but and in any event within 35 forty-five (45) days after the end of each of the first three (3) quarters of such quarterly accounting periods in each fiscal year of the Company, (i) an unaudited financial consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and (ii) an unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such fiscal quarterperiod, materially prepared in accordance with IFRSGAAP, consistently applied with prior practices for earlier periods, reviewed by such “Big 4” international accounting firmsubject to changes resulting from normal year-end audit adjustments;
(c) if requested by a Major Investor, as soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board and prepared on a quarterly basis;
(d) as soon as practicable following such Major Investor's request, but in any event within 7 days (or, if such requested information is not readily available for delivery or requires certain preparation or compilation by or on behalf the Company, then as soon as practicably thereafter), such other information relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as any Major Investor may from time to time reasonably request for purposes of good faith compliance with any disclosure obligation or requirement of such Major Investor under any applicable law or regulations; provided, however, that such Major Investor’s request will be made in the most limited scope as required for the purposes of compliance with such applicable law;
(e) as soon as practicable following such Major Investor's request, but in any event within sixty (60) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of share capital stock and securities convertible into or exercisable for share shares of capital stock outstanding at the end of the period, the Ordinary Shares Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Ordinary Shares Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options (issued and stock options not yet issued but reserved for issuance, if any), all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company Company;
(d) as soon as practicable, but in any event within thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, approved by the Board of Directors, prepared on both issued and fully-diluted basesa monthly basis, including balance sheets, income statements, and certified statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the chief Company; and
(e) such other information relating to the financial officer condition, business, prospects, or chief executive officer corporate affairs of the Company as being trueany Major Investor may from time to time reasonably request; provided, completehowever, that the Company shall not be obligated under this Subsection 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and correctits counsel. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period period, the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Without derogating from the foregoing, the Company shall deliver to any Investor which is either a public company, a regulated body or a provident fund (“Regulated Body”), as soon as practicable following such Investor's reasonable request, any information or report relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as may reasonably be requested by such Investor in order to comply with any obligation of such Investor under applicable law, including without limitation, Securities Laws, Stock Exchange rules and regulations and/or any request of the Stock Exchange, Securities Authority, Ministry of Finance or any other authority. Without derogating from the generality of the above, the Company was informed that such Regulated Bodies may be subject to the Securities Law, 5728-1968 and the regulations promulgated thereunder (together the “Securities Law”), as well as to the instructions of the professional staff of the Israel Securities Authority (the “Securities Authority”), and that the obligation of the Company under this paragraph is necessary in order to assist the Regulated Body to fulfill the aforementioned legal obligations. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes, based upon opinion of its counsel, concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering, except as required for a Regulated Body or any other Major Investor which is (or its controlling parent company is) a publicly traded company for purposes of compliance with its obligations under applicable law or regulations to issue annual, quarterly or other periodic reports; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 2 contracts
Sources: Stockholders Agreement (Erasca, Inc.), Stockholders Agreement (Erasca, Inc.)
Delivery of Financial Statements. The Company shall deliver to each Major InvestorHolder of at least 10,000,000 shares of Registrable Securities (as may be adjusted from time to time for stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like) (each a “Significant Holder”), provided, however, that neither TCH Scarlet Limited nor any of its Affiliates (as defined below) shall be considered a Significant Holder irrespective of their ownership of shares of Registrable Securities for purposes of this Section 2.1 and Section 2.2:
(a) as soon as practicable, but in any event within 50 not later than one hundred eighty (180) days after the end of each a fiscal year of the Company, financial an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder’s equity as of the end of such year, and a statement of cash flows for such year, each prepared in accordance with International Financial Reporting Standards (“IFRS”)U.S. generally accepted accounting principles consistently applied, audited and certified by an accounting firm associated with one independent public accountants of recognized national standing selected by the “Big 4” international accounting firmsCompany;
(b) as soon as practicable, but in any event within 35 not later than (i) forty five (45) days after the end of each a specified one of the first three (3) quarters of each a fiscal year of the CompanyCompany or (ii) upon the request of a Significant Holder, unaudited financial statements a profit or loss statement, a statement of cash flows for such fiscal quarter and a balance sheet as of the end of such fiscal quarter, prepared in accordance with IFRS, consistently applied with prior practices for earlier periods, reviewed by such “Big 4” international accounting firm;
(c) as soon as practicable, but in any event thirty within five (305) days before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved its approval by the Board and prepared on a quarterly basisof Directors of the Company, an operating plan for such fiscal year;
(d) as soon as practicable Promptly following such Major Investor's requestwritten request by a Significant Holder, but in any event within 7 days (or, if such requested information is not readily available for delivery or requires certain preparation or compilation by or on behalf a detailed capitalization table of the Company, then as soon as practicably thereafter)including the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock (which, to the extent applicable, shall include the face amount, issue date, maturity date, interest rate, conversion discount, change of control premium and valuation cap) outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock, including issued stock options and stock options reserved for issuance, if any, all in sufficient detail for such Significant Holder to calculate its percentage equity ownership in the Company; and
(e) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as any Major Investor Significant Holder may from time to time reasonably request (including, but not limited to, full reports of independent third-party valuation firms for purposes of good faith compliance with any disclosure obligation or requirement Section 409A of such Major Investor under any applicable law or regulationsthe Internal Revenue Code and summary and detailed capitalization reports); provided, however, that such Major Investor’s request will be made in the most limited scope as required for the purposes of compliance with such applicable law;
(e) as soon as practicable following such Major Investor's request, but in any event within sixty (60) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of share capital and securities convertible into or exercisable for share capital outstanding at the end of the period, the Ordinary Shares issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Ordinary Shares and the exchange ratio or exercise price applicable thereto, and the number of options (issued and not yet issued but reserved for issuance, if any), all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company on both issued and fullyshall not be obligated under this Section 2.1(e) to provide information (a) that the Board of Directors reasonably determines in good faith to be a trade secret or classified information or (b) the disclosure of which would adversely affect the attorney-diluted bases, and certified by the chief financial officer or chief executive officer of client privilege between the Company as being true, complete, and correctits counsel. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Without derogating from ; provided, however, that in no event shall any Holder that is a Foreign Investor (as defined in the foregoing, Purchase Agreement) be permitted to obtain information pursuant to this Section 2.1 that would constitute “material nonpublic technical information” (as defined in Section 721 of the Company shall deliver to any Investor which is either a public company, a regulated body or a provident fund (“Regulated Body”)U.S. Defense Production Act of 1950, as soon as practicable following such Investor's reasonable request, any information or report relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as may reasonably be requested by such Investor in order to comply with any obligation of such Investor under applicable lawamended, including without limitation, Securities Laws, Stock Exchange rules and any implementing regulations and/or any request of the Stock Exchange, Securities Authority, Ministry of Finance or any other authority. Without derogating from the generality of the above, the Company was informed that such Regulated Bodies may be subject to the Securities Law, 5728-1968 and the regulations promulgated thereunder (together the “Securities Law”), as well as to the instructions of the professional staff of the Israel Securities Authority (the “Securities AuthorityDPA”), and that the obligation of the Company under this paragraph is necessary in order to assist the Regulated Body to fulfill the aforementioned legal obligations. Notwithstanding anything else in this Section 3.1 ) except to the contrary, the Company may cease providing the extent such Foreign Investor already had rights to access such information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of prior to the date of filing of a registration statement if it reasonably concludes, based upon opinion of its counsel, it must do so to comply with the SEC rules applicable to such registration statement and related offering, except as required for a Regulated Body or any other Major Investor which is (or its controlling parent company is) a publicly traded company for purposes of compliance with its obligations under applicable law or regulations to issue annual, quarterly or other periodic reports; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveAgreement.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Roblox Corp), Investors’ Rights Agreement (Roblox Corp)
Delivery of Financial Statements. The Company shall, and each other Covenantor shall cause the Company to, deliver to each Major InvestorPreferred Shareholder the following documents or reports:
(ai) as soon as practicable, but in any event within 50 days four (4) months after the end of each fiscal year year, the audited consolidated income statements and statements of cash flows of the CompanyGroup for such fiscal year, financial statement for and the audited consolidated balance sheet of the Group as of the end of such fiscal year, prepared in accordance with International Financial Reporting Standards (“IFRS”), Applicable Accounting Principles and audited by an accounting firm associated with one of the “Big 4” international accounting firmsa Qualified Accounting Firm;
(bii) as soon as practicable, but in any event within 35 twenty (20) days after the end of each of calendar month, the first three (3) quarters management accounts of each fiscal year of the Company, unaudited financial statements Group Company for such fiscal quartercalendar month, prepared in accordance with IFRSApplicable Accounting Principles and compared against the Company’s business plan, consistently applied with prior practices for earlier periods, reviewed and information regarding key operating metrics and any other information reasonably requested by such “Big 4” international accounting firmany of the Preferred Shareholders;
(ciii) as soon as practicable, but in any event thirty within forty five (30) days before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board and prepared on a quarterly basis;
(d) as soon as practicable following such Major Investor's request, but in any event within 7 days (or, if such requested information is not readily available for delivery or requires certain preparation or compilation by or on behalf the Company, then as soon as practicably thereafter), such other information relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as any Major Investor may from time to time reasonably request for purposes of good faith compliance with any disclosure obligation or requirement of such Major Investor under any applicable law or regulations; provided, however, that such Major Investor’s request will be made in the most limited scope as required for the purposes of compliance with such applicable law;
(e) as soon as practicable following such Major Investor's request, but in any event within sixty (6045) days after the end of each quarter quarter, the management accounts of each fiscal year Group Company for such quarter, prepared in accordance with Applicable Accounting Principles, and information regarding key operating metrics and any other information reasonably requested by any of the Company, a statement showing the number of shares of each class and series of share capital and securities convertible into or exercisable for share capital outstanding at the end of the period, the Ordinary Shares issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Ordinary Shares and the exchange ratio or exercise price applicable thereto, and the number of options Preferred Shareholders;
(issued and not yet issued but reserved for issuance, if any), all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company on both issued and fully-diluted bases, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Without derogating from the foregoing, the Company shall deliver to any Investor which is either a public company, a regulated body or a provident fund (“Regulated Body”), iv) as soon as practicable following such Investor's reasonable requestpracticable, but in any information or report relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as may reasonably be requested by such Investor in order to comply with any obligation of such Investor under applicable law, including without limitation, Securities Laws, Stock Exchange rules and regulations and/or any request of the Stock Exchange, Securities Authority, Ministry of Finance or any other authority. Without derogating from the generality of the above, the Company was informed that such Regulated Bodies may be subject to the Securities Law, 5728-1968 and the regulations promulgated thereunder (together the “Securities Law”), as well as to the instructions of the professional staff of the Israel Securities Authority (the “Securities Authority”), and that the obligation of the Company under this paragraph is necessary in order to assist the Regulated Body to fulfill the aforementioned legal obligations. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date event within thirty (30) days before prior to the Company’s good-faith estimate beginning of each fiscal year, a consolidated and detailed annual budget and business plan for the date such fiscal year for the Group;
(v) promptly, notices of filing of a registration statement if it reasonably concludesall material actions, based upon opinion of its counselsuits, it must do so to comply with the SEC rules applicable to such registration statement and related offeringclaims, except as required for a Regulated Body proceedings, investigations, inquiries or any other Major Investor which is (event that has or would reasonably be expected to have a material adverse effect on any Group Company or its controlling parent company isbusinesses, prospects, conditions, assets or properties; and
(vi) a publicly traded company for purposes any other information the Preferred Shareholders may reasonably request, with respect to the financial, business and legal information of compliance with its obligations under applicable law or regulations to issue annual, quarterly or other periodic reports; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveGroup.
Appears in 2 contracts
Sources: Shareholders Agreement (Fangdd Network Group Ltd.), Shareholders Agreement (Fangdd Network Group Ltd.)
Delivery of Financial Statements. The Company shall deliver to each Major Investor:
(a) as soon as practicable, but in any event within 50 ninety (90) days after the end of each fiscal year of the Company, annual, quarterly, and monthly financial statement for such fiscal yearstatements, prepared in accordance with International Financial Reporting Standards (“IFRS”), audited and other information as determined by an accounting firm associated with one of the “Big 4” international accounting firmsBoard;
(b) as soon as practicable, but in any event within 35 days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited financial statements for such fiscal quarter, prepared in accordance with IFRS, consistently applied with prior practices for earlier periods, reviewed by such “Big 4” international accounting firm;
(c) as soon as practicable, but in any event thirty (30) days before prior to the end of each fiscal year, a comprehensive operating budget forecasting the Company’s revenues, expenses, and business plan cash position on a month-to-month basis for the next upcoming fiscal year (collectively, the “Budget”), approved by the Board and prepared on a quarterly basis;year; and
(dc) as soon as practicable promptly following such Major Investor's request, but in any event within 7 days (or, if such requested information is not readily available for delivery or requires certain preparation or compilation by or on behalf the Company, then as soon as practicably thereafter), such other information relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as any Major Investor may from time to time reasonably request for purposes of good faith compliance with any disclosure obligation or requirement of such Major Investor under any applicable law or regulations; provided, however, that such Major Investor’s request will be made in the most limited scope as required for the purposes of compliance with such applicable law;
(e) as soon as practicable following such Major Investor's request, but in any event within sixty (60) days after the end of each quarter of each fiscal year an up-to-date capitalization table, if requested, certified by the Chief Financial Officer or Chief Executive Officer of the Company, a statement showing the number of shares of each class and series of share capital and securities convertible into or exercisable for share capital outstanding at the end of the period, the Ordinary Shares issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Ordinary Shares and the exchange ratio or exercise price applicable thereto, and the number of options .
(issued and not yet issued but reserved for issuance, if any), all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company on both issued and fully-diluted bases, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct. d) If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Without derogating from .
(e) The financial statements to be delivered to each Major Investor shall be prepared in accordance with GAAP (other than the foregoing, inclusion of full footnotes) applied on a consistent basis throughout the Company shall deliver to any Investor which is either a public company, a regulated body or a provident fund (“Regulated Body”), as soon as practicable following such Investor's reasonable request, any information or report relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as may reasonably be requested by such Investor in order to comply with any obligation of such Investor under applicable law, including without limitation, Securities Laws, Stock Exchange rules and regulations and/or any request of the Stock Exchange, Securities Authority, Ministry of Finance or any other authority. Without derogating from the generality of the above, the Company was informed that such Regulated Bodies may be subject to the Securities Law, 5728-1968 and the regulations promulgated thereunder (together the “Securities Law”), as well as to the instructions of the professional staff of the Israel Securities Authority (the “Securities Authority”)periods indicated, and that the obligation in a manner reasonably capable of the Company under this paragraph is necessary in order to assist the Regulated Body to fulfill the aforementioned legal obligations. being audited at a certain date.
(f) Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes, based upon opinion of its counsel, concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering, except as required for a Regulated Body or any other Major Investor which is (or its controlling parent company is) a publicly traded company for purposes of compliance with its obligations under applicable law or regulations to issue annual, quarterly or other periodic reports; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Anterios Inc), Investors’ Rights Agreement (Anterios Inc)
Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the Board of Directors has not reasonably determined that such Major Investor is a competitor of the Company:
(a) as soon as practicable, but in any event within 50 one hundred twenty (120) days after the end of each fiscal year Fiscal Year (as defined below), (i) a balance sheet as of the Companyend of such year, financial statement (ii) statements of income and of cash flows for such fiscal year, prepared in accordance with International Financial Reporting Standards and (“IFRS”), audited by an accounting firm associated with one iii) a statement of stockholders’ equity as of the “Big 4” international accounting firmsend of such year, all such financial statements audited and certified by independent public accounts of nationally recognized standing selected by the Company;
(b) as soon as practicable, but in any event within 35 forty five (45) days after the end of each of the first three Fiscal Quarters (3as defined below) quarters of each fiscal year of the CompanyFiscal Year, unaudited financial statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with IFRS, consistently applied GAAP (except that such financial statements may (i) be subject to normal year- end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with prior practices for earlier periods, reviewed by such “Big 4” international accounting firmGAAP);
(c) as soon as practicable, but in any event thirty within forty-five (30) days before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board and prepared on a quarterly basis;
(d) as soon as practicable following such Major Investor's request, but in any event within 7 days (or, if such requested information is not readily available for delivery or requires certain preparation or compilation by or on behalf the Company, then as soon as practicably thereafter), such other information relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as any Major Investor may from time to time reasonably request for purposes of good faith compliance with any disclosure obligation or requirement of such Major Investor under any applicable law or regulations; provided, however, that such Major Investor’s request will be made in the most limited scope as required for the purposes of compliance with such applicable law;
(e) as soon as practicable following such Major Investor's request, but in any event within sixty (6045) days after the end of each quarter of the Fiscal Quarters of each fiscal year of the CompanyFiscal Year, a statement showing the number of shares of each class and series of share capital stock and securities convertible into or exercisable for share shares of capital stock outstanding at the end of the period, the Ordinary Shares Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Ordinary Shares Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options (issued and stock options not yet issued but reserved for issuance, if any), all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company on both issued and fully-diluted basesCompany, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct;
(d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(e) as soon as practicable, but in any event thirty (30) days before the end of each Fiscal Year, a budget and business plan for the next Fiscal Year (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company;
(f) with respect to the financial statements called for in Subsection 3.1(a), Subsection 3.1(b) and Subsection 3.1(d), an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Subsection 3.1(b) and Subsection 3.1(d)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and
(g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company determined by the Board of Directors or as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Subsection 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company); or the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Without derogating from For purposes of this Section 3, unless otherwise determined by the foregoingBoard of Directors, the Company Company’s fiscal year shall deliver to any Investor which is either a public company, a regulated body or a provident fund end on December 31st (the “Regulated BodyFiscal Year”), as soon as practicable following such Investor's reasonable requestwith quarters ending on March 31st, any information or report relating to the financial conditionJune 30th, businessSeptember 30th, prospects, or corporate affairs of the Company and its subsidiaries as may reasonably be requested by such Investor in order to comply with any obligation of such Investor under applicable law, including without limitation, Securities Laws, Stock Exchange rules and regulations and/or any request of the Stock Exchange, Securities Authority, Ministry of Finance or any other authority. Without derogating from the generality of the above, the Company was informed that such Regulated Bodies may be subject to the Securities Law, 5728-1968 and the regulations promulgated thereunder December 31st (together the each a “Securities LawFiscal Quarter”), as well as to the instructions of the professional staff of the Israel Securities Authority (the “Securities Authority”), and that the obligation of the Company under this paragraph is necessary in order to assist the Regulated Body to fulfill the aforementioned legal obligations. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes, based upon opinion of its counsel, concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering, except as required for a Regulated Body or any other Major Investor which is (or its controlling parent company is) a publicly traded company for purposes of compliance with its obligations under applicable law or regulations to issue annual, quarterly or other periodic reports; provided that the Company’s covenants under this Section Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Grail, Inc.), Investors’ Rights Agreement (Grail, Inc.)
Delivery of Financial Statements. The Company shall deliver to each Major Investor (for purposes of this Section 2.1, a "Major Investor:" shall mean any Investor holding at least twenty percent (20%) of the then outstanding Series A Preferred Stock):
(a) as soon as practicable, but in any event within 50 ninety (90) days after the end of each fiscal year of the Company, financial an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with International Financial Reporting Standards generally accepted accounting principles (“IFRS”"GAAP"), and audited and certified by an accounting the Company's independent public accountants (who shall be a firm associated with one of national standing). Prior to the commencement of each fiscal year of the “Big 4” international accounting firmsCompany, the Investors will be entitled to copies of an annual budget and strategic plan approved by the Board;
(b) as soon as practicable, but in any event within 35 days after the end of each of the first three forty-five (3) quarters of each fiscal year of the Company, unaudited financial statements for such fiscal quarter, prepared in accordance with IFRS, consistently applied with prior practices for earlier periods, reviewed by such “Big 4” international accounting firm;
(c) as soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board and prepared on a quarterly basis;
(d) as soon as practicable following such Major Investor's request, but in any event within 7 days (or, if such requested information is not readily available for delivery or requires certain preparation or compilation by or on behalf the Company, then as soon as practicably thereafter), such other information relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as any Major Investor may from time to time reasonably request for purposes of good faith compliance with any disclosure obligation or requirement of such Major Investor under any applicable law or regulations; provided, however, that such Major Investor’s request will be made in the most limited scope as required for the purposes of compliance with such applicable law;
(e) as soon as practicable following such Major Investor's request, but in any event within sixty (6045) days after the end of each quarter of each fiscal year of the Company, a an unaudited income statement, statement showing the number of shares cash flows for such fiscal quarter, an unaudited balance sheet as of each class and series of share capital and securities convertible into or exercisable for share capital outstanding at the end of such fiscal quarter and a quarterly financial summary signed by the periodChief Financial Officer;
(c) as soon as practicable, but in any event within thirty (30) days of the Ordinary Shares issuable upon conversion or exercise end of any outstanding securities convertible or exercisable each month, available budgets, monthly financial statements (which shall compare the Company's actual financial performance to its budget and to the financial performance of the previous year) and such operating information as requested by the Investors for Ordinary Shares and so long as the exchange ratio or exercise price applicable thereto, and Company has not completed an IPO;
(d) with respect to the number of options (issued and not yet issued but reserved financial statements called for issuance, if anyin Section 2.1(a), all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company on both issued and fully-diluted bases, and certified an instrument executed by the chief financial officer Chief Financial Officer or chief executive officer President of the Company as being true, complete, certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and correct. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period fairly present the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition of the Company and all its results of operation for the period specified, subject to year-end audit adjustment; and
(e) such consolidated subsidiaries. Without derogating from the foregoing, the Company shall deliver to any Investor which is either a public company, a regulated body or a provident fund (“Regulated Body”), as soon as practicable following such Investor's reasonable request, any other information or report relating to the financial condition, business, prospects, prospects or corporate affairs of the Company and its subsidiaries as may reasonably be requested by such the Investor in order to comply with or any obligation of such Investor under applicable law, including without limitation, Securities Laws, Stock Exchange rules and regulations and/or any request assignee of the Stock ExchangeInvestor may from time to time request; provided, Securities Authorityhowever, Ministry of Finance that the Company shall not be obligated under this Section
2.1 (e) or any other authority. Without derogating from the generality subsection of the above, the Company was informed Section 2.1 of this Agreement to provide information that such Regulated Bodies may it deems in good faith to be subject to the Securities Law, 5728-1968 and the regulations promulgated thereunder (together the “Securities Law”), as well as to the instructions of the professional staff of the Israel Securities Authority (the “Securities Authority”), and that the obligation of the Company under this paragraph is necessary in order to assist the Regulated Body to fulfill the aforementioned legal obligations. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes, based upon opinion of its counsel, it must do so to comply with the SEC rules applicable to such registration statement and related offering, except as required for a Regulated Body trade secret or any other Major Investor which is (or its controlling parent company is) a publicly traded company for purposes of compliance with its obligations under applicable law or regulations to issue annual, quarterly or other periodic reports; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivesimilar confidential information.
Appears in 1 contract
Delivery of Financial Statements. The Company shall deliver to each Major InvestorPreferred Stockholder upon such Preferred Stockholder’s written request:
(a) as soon as practicable, but in any event within 50 days [***] after the end of each fiscal year of the Company, financial statement (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such fiscal year, prepared in accordance with International Financial Reporting Standards and (“IFRS”), audited by an accounting firm associated with one iii) a statement of stockholders’ equity as of the “Big 4” international accounting firmsend of such year (if the Board elects to have such financial statements audited, then the financial statements required to be delivered under this Section 6(a) shall be such audited financial statements);
(b) as soon as practicable, but in any event within 35 days [***] after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited financial statements of income and of cash flows for such fiscal quarter, prepared in accordance with IFRS, consistently applied with prior practices for earlier periods, reviewed by and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such “Big 4” international accounting firmfiscal quarter;
(c) as soon as practicable, but in any event thirty (30) days before within [***] after the end of each of month, unaudited statements of income and of cash flows for such fiscal yearmonth, and an unaudited balance sheet and a budget and business plan for statement of stockholders’ equity as of the next fiscal year (collectively, the “Budget”), approved by the Board and prepared on a quarterly basisend of such month;
(d) as soon as practicable following such Major Investor's requestpracticable, but in any event within 7 days (or, if such requested information is not readily available for delivery or requires certain preparation or compilation by or on behalf the Company, then as soon as practicably thereafter), such other information relating [***] prior to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as any Major Investor may from time to time reasonably request for purposes of good faith compliance with any disclosure obligation or requirement of such Major Investor under any applicable law or regulations; provided, however, that such Major Investor’s request will be made in the most limited scope as required for the purposes of compliance with such applicable law;
(e) as soon as practicable following such Major Investor's request, but in any event within sixty (60) days after the end of each quarter of each fiscal year of the Company, a statement showing comprehensive operating budget forecasting the number of shares of each class Company’s revenues, expenses and series of share capital and securities convertible into or exercisable cash position on a month-to-month basis for share capital outstanding at the following fiscal year;
(e) as soon as practicable, but in any event within [***] after the end of the periodeach quarter, the Ordinary Shares issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Ordinary Shares and the exchange ratio or exercise price applicable thereto, and the number of options (issued and not yet issued but reserved for issuance, if any), all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company on both issued and fully-diluted bases, and certified by the chief financial officer or chief executive officer current capitalization of the Company; and
(f) any such other Company information (including up to date capitalization tables) as being true, complete, and correctsuch Preferred Stockholder may reasonably request. If, for any period, the Company has any subsidiary Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Without derogating from the foregoing, the Company shall deliver to any Investor which is either a public company, a regulated body or a provident fund (“Regulated Body”), as soon as practicable following such Investor's reasonable request, any information or report relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as may reasonably be requested by such Investor in order to comply with any obligation of such Investor under applicable law, including without limitation, Securities Laws, Stock Exchange rules and regulations and/or any request of the Stock Exchange, Securities Authority, Ministry of Finance or any other authority. Without derogating from the generality of the above, the Company was informed that such Regulated Bodies may be subject to the Securities Law, 5728-1968 and the regulations promulgated thereunder (together the “Securities Law”), as well as to the instructions of the professional staff of the Israel Securities Authority (the “Securities Authority”), and that the obligation of the Company under this paragraph is necessary in order to assist the Regulated Body to fulfill the aforementioned legal obligations. Notwithstanding anything else in this Section 3.1 6 to the contrary, the Company may cease providing the information set forth in this Section 3.1 6 during the period starting with the date thirty (30) days [***] before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes, based upon opinion of its counsel, concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering, except as required for a Regulated Body or any other Major Investor which is (or its controlling parent company is) a publicly traded company for purposes of compliance with its obligations under applicable law or regulations to issue annual, quarterly or other periodic reports; provided that the Company’s covenants under this Section 3.1 6 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 1 contract
Delivery of Financial Statements. The Company shall deliver to each Major InvestorHolder or group of Holders who individually, or as a group, hold at least 4,310,345 shares of the outstanding Common Stock of the Company (or other shares including shares of Preferred Stock convertible into at least 4,310,345 shares of the Common Stock of the Company on an as-if converted basis) the following:
(a) as 2.1.1. As soon as practicable, but in any event within 50 ninety (90) days after the end of each fiscal year of the Company, audited financial statement statements, including a consolidated balance sheet of •the Company and its subsidiaries as of the end of such year, and statements of income and statements of cash flow of the Company for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with International Financial Reporting Standards U.S. Generally Accepted Accounting Principles (“IFRSGAAP”), audited by an accounting a firm associated of Independent Certified Public Accountants affiliated with one of the “Big 4Four” international US accounting firms;firms (a “CPA”), and BigBand Networks FIFTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT accompanied by an opinion of such firm which opinion shall state that such financial statements have been prepared in accordance with GAAP applied on a basis consistent with that of the preceding fiscal year, and present fairly and accurately the financial position of the Company as of their date, and that the audit by such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards; and
(b) as 2.1.2. As soon as practicable, but in any event within 35 days after the end of each of the first three forty-five (3) quarters of each fiscal year of the Company, unaudited financial statements for such fiscal quarter, prepared in accordance with IFRS, consistently applied with prior practices for earlier periods, reviewed by such “Big 4” international accounting firm;
(c) as soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board and prepared on a quarterly basis;
(d) as soon as practicable following such Major Investor's request, but in any event within 7 days (or, if such requested information is not readily available for delivery or requires certain preparation or compilation by or on behalf the Company, then as soon as practicably thereafter), such other information relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as any Major Investor may from time to time reasonably request for purposes of good faith compliance with any disclosure obligation or requirement of such Major Investor under any applicable law or regulations; provided, however, that such Major Investor’s request will be made in the most limited scope as required for the purposes of compliance with such applicable law;
(e) as soon as practicable following such Major Investor's request, but in any event within sixty (6045) days after the end of each quarter of each fiscal year of the CompanyCompany to the extent requested by a Holder, a statement showing consolidated balance sheet of the number of shares of each class and series of share capital and securities convertible into or exercisable for share capital outstanding Company as at the end of each such period and unaudited consolidated statements of (i) income and (ii) cash flow of the Company for such period and for the period from the beginning of the current fiscal year to the end of such quarterly period, setting forth in each case in comparative form the Ordinary Shares issuable upon conversion or exercise figures for the corresponding period of any outstanding securities convertible or exercisable for Ordinary Shares and the exchange ratio or exercise price applicable thereto, and the number of options (issued and not yet issued but reserved for issuance, if any)previous fiscal year, all in sufficient reasonable detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company on both issued and fully-diluted bases, and certified by the chief financial officer (or if none, by the chief executive officer officer) of the Company as being true, complete, and correct. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Without derogating from the foregoing, the Company shall deliver to any Investor which is either a public company, a regulated body or a provident fund (“Regulated Body”), as soon as practicable following such Investor's reasonable request, any information or report relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as may reasonably be requested by such Investor in order to comply with any obligation of such Investor under applicable law, including without limitation, Securities Laws, Stock Exchange rules and regulations and/or any request of the Stock Exchange, Securities Authority, Ministry of Finance or any other authority. Without derogating from the generality of the above, the Company was informed that such Regulated Bodies may be subject to the Securities Law, 5728-1968 and the regulations promulgated thereunder (together the “Securities Law”), as well as to the instructions of the professional staff of the Israel Securities Authority (the “Securities AuthorityCFO”), and that the obligation of the Company under this paragraph is necessary in order to assist the Regulated Body to fulfill the aforementioned legal obligations. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes, based upon opinion of its counsel, it must do so to comply with the SEC rules applicable to such registration statement and related offering, except as required for a Regulated Body or any other Major Investor which is (or its controlling parent company is) a publicly traded company for purposes of compliance with its obligations under applicable law or regulations to issue annual, quarterly or other periodic reports; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 1 contract
Sources: Investors Rights Agreement (BigBand Networks, Inc.)
Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitor of the Company:
(a) as soon as practicable, but in any event within 50 one hundred twenty (120) days after the end of each fiscal year of the Company, financial statement audited (i) balance sheet as of the end of such year, (ii) statements of income and of cash flows for such fiscal year and (iii) a statement of stockholders’ equity as of the end of such year, prepared in accordance with International Financial Reporting Standards (“IFRS”), all such financial statements audited and certified by an accounting firm associated with one independent public accountants of regionally or nationally recognized standing selected by the “Big 4” international accounting firmsCompany;
(b) as soon as practicable, but in any event within 35 forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited financial statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with IFRS, consistently applied GAAP (except that such financial statement may (i) be subject to normal year- end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with prior practices for earlier periods, reviewed by such “Big 4” international accounting firmGAAP);
(c) as soon as practicable, but in any event thirty within forty-five (30) days before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board and prepared on a quarterly basis;
(d) as soon as practicable following such Major Investor's request, but in any event within 7 days (or, if such requested information is not readily available for delivery or requires certain preparation or compilation by or on behalf the Company, then as soon as practicably thereafter), such other information relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as any Major Investor may from time to time reasonably request for purposes of good faith compliance with any disclosure obligation or requirement of such Major Investor under any applicable law or regulations; provided, however, that such Major Investor’s request will be made in the most limited scope as required for the purposes of compliance with such applicable law;
(e) as soon as practicable following such Major Investor's request, but in any event within sixty (6045) days after the end of each quarter of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of share capital stock and securities convertible into or exercisable for share shares of capital stock outstanding at the end of the period, the Ordinary Shares Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Ordinary Shares Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options (issued and stock options not yet issued but reserved for issuance, if any), all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company on both issued and fully-diluted basesCompany, and certified by the chief financial officer or chief executive officer of the Company as being true, completecomplete and correct;
(d) as soon as practicable, but in any event at the end of each fiscal year (December 31), a budget for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements, and correctstatements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company;
(e) as soon as practicable, but in any event within thirty (30) days of the end of each month, (i) an unaudited income statement for such month, (ii) an unaudited balance sheet as of the end of such month and (iii) a comparison between (x) the actual amounts as of and for such month and (y) the comparable amounts included in the Budget for such month; and
(f) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as any Major Investor may from time to time reasonably request (including but not limited to, third party valuation (409A) reports and quarterly detailed capitalization reports). If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect all respects of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Without derogating from the foregoing, the Company shall deliver to any Investor which is either a public company, a regulated body or a provident fund (“Regulated Body”), as soon as practicable following such Investor's reasonable request, any information or report relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as may reasonably be requested by such Investor in order to comply with any obligation of such Investor under applicable law, including without limitation, Securities Laws, Stock Exchange rules and regulations and/or any request of the Stock Exchange, Securities Authority, Ministry of Finance or any other authority. Without derogating from the generality of the above, the Company was informed that such Regulated Bodies may be subject to the Securities Law, 5728-1968 and the regulations promulgated thereunder (together the “Securities Law”), as well as to the instructions of the professional staff of the Israel Securities Authority (the “Securities Authority”), and that the obligation of the Company under this paragraph is necessary in order to assist the Regulated Body to fulfill the aforementioned legal obligations. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes, based upon opinion of its counsel, concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering, except as required for a Regulated Body or any other Major Investor which is (or its controlling parent company is) a publicly traded company for purposes of compliance with its obligations under applicable law or regulations to issue annual, quarterly or other periodic reports; provided that the Company’s covenants under this Section Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective. In no event shall the Company be obligated under this Subsection 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by the confidentiality provisions hereunder or an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would, in the reasonable opinion of the Company’s counsel, adversely affect the attorney-client privilege between the Company and its counsel.
Appears in 1 contract
Delivery of Financial Statements. The Company shall deliver to -------------------------------- each Major Investor:
(a) as soon as practicable, but in any event within 50 ninety (90) days after the end of each fiscal year of the Company, financial an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with International Financial Reporting Standards generally accepted accounting principles (“IFRS”"GAAP"), and audited and certified by an accounting firm associated with one independent public accountants of nationally recognized standing selected by the “Big 4” international accounting firmsCompany;
(b) so long as such Investor holds at least 350,000 shares of Preferred Stock (either in the form of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock or Common Stock issued upon conversion thereof, and as adjusted for subsequent stock splits, recombinations or reclassifications), as soon as practicable, but in any event within 35 forty- five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited financial statements income statement, statement of cash flows for such fiscal quarter and an unaudited balance sheet and a statement of stockholder's equity as of the end of such fiscal quarter, prepared in accordance with IFRS, consistently applied with prior practices for earlier periods, reviewed by such “Big 4” international accounting firm;
(c) so long as such Investor holds at least 350,000 shares of Preferred Stock (either in the form of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock or Common Stock issued upon conversion thereof, and as adjusted for subsequent stock splits, recombinations or reclassifications), within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows and balance sheet for and as of the end of such month, in reasonable detail;
(d) so long as such Investor holds at least 350,000 shares of Preferred Stock (either in the form of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock or Common Stock issued upon conversion thereof, and as adjusted for subsequent stock splits, recombinations or reclassifications), as soon as practicable, but in any event thirty (30) days before prior to the end of each fiscal year, a budget and business plan for the next fiscal year (collectivelyyear, the “Budget”), approved by the Board and prepared on a quarterly monthly basis;
(d) , including balance sheets and statements of cash flows, for such months, and, as soon as practicable following such Major Investor's requestprepared, but in any event within 7 days (or, if such requested information is not readily available for delivery other budgets or requires certain preparation or compilation revised budgets prepared by or on behalf the Company, then as soon as practicably thereafter), such other information relating ; and
(e) with respect to the financial conditionstatements called for in subsections (b) and (c) of this Section 2.1, business, prospects, an instrument executed by the Chief Financial Officer or corporate affairs President of the Company certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its subsidiaries as any Major Investor may from time to time reasonably request for purposes results of good faith compliance with any disclosure obligation or requirement of such Major Investor under any applicable law or regulations; provided, however, that such Major Investor’s request will be made in the most limited scope as required operation for the purposes of compliance with such applicable law;
(e) as soon as practicable following such Major Investor's requestperiod specified, but in any event within sixty (60) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of share capital and securities convertible into or exercisable for share capital outstanding at the end of the period, the Ordinary Shares issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Ordinary Shares and the exchange ratio or exercise price applicable thereto, and the number of options (issued and not yet issued but reserved for issuance, if any), all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company on both issued and fully-diluted bases, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Without derogating from the foregoing, the Company shall deliver to any Investor which is either a public company, a regulated body or a provident fund (“Regulated Body”), as soon as practicable following such Investor's reasonable request, any information or report relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as may reasonably be requested by such Investor in order to comply with any obligation of such Investor under applicable law, including without limitation, Securities Laws, Stock Exchange rules and regulations and/or any request of the Stock Exchange, Securities Authority, Ministry of Finance or any other authority. Without derogating from the generality of the above, the Company was informed that such Regulated Bodies may be subject to the Securities Law, 5728year-1968 and the regulations promulgated thereunder (together the “Securities Law”), as well as to the instructions of the professional staff of the Israel Securities Authority (the “Securities Authority”), and that the obligation of the Company under this paragraph is necessary in order to assist the Regulated Body to fulfill the aforementioned legal obligations. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes, based upon opinion of its counsel, it must do so to comply with the SEC rules applicable to such registration statement and related offering, except as required for a Regulated Body or any other Major Investor which is (or its controlling parent company is) a publicly traded company for purposes of compliance with its obligations under applicable law or regulations to issue annual, quarterly or other periodic reports; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveend audit adjustment.
Appears in 1 contract
Delivery of Financial Statements. The For so long as Investor owns shares of the Company's Common Stock, the Company shall deliver to each Major Investor:
(a) as soon as practicable, but in any event within 50 90 days after the end of each fiscal year of the Company, financial statement the consolidated balance sheet and statements of income and cash flow for such fiscal year, prepared in accordance with International Financial Reporting Standards (“IFRS”)generally accepted accounting principles, consistently applied; and audited by an accounting a nationally recognized firm associated with one of the “Big 4” international accounting firmsindependent certified public accountants;
(b) as soon as practicable, within 45 days (but in any event the Company will make a good faith effort to deliver the following within 35 days after days) of the end of each month, (i) the consolidated balance sheets of the first three (3) quarters Company and its subsidiaries and statements of each fiscal year income and cash flow for such month certified by the Company's Chief Financial Officer as presenting fairly the consolidated financial position and results of operations of the Company, unaudited financial statements for such fiscal quarter, prepared Company and its consolidated subsidiaries in accordance with IFRSgenerally accepted accounting principles, consistently applied (with prior practices the exception of supporting footnotes) and (ii) comparisons of such statements to budget for earlier periods, reviewed by and as of the end of such “Big 4” international accounting firm;month in reasonable detail; and
(c) as soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board and prepared on a quarterly basis;
(d) as soon as practicable following such Major Investor's request, but in any event within 7 days (or, if such requested information is not readily available for delivery or requires certain preparation or compilation by or on behalf the Company, then as soon as practicably thereafter), such other information relating to the financial conditionconditions, business, prospects, business prospects or corporate affairs of the Company and its subsidiaries as any Major Investor may from time to time reasonably request for purposes of good faith compliance to comply with applicable Securities and Exchange Commission and other governmental filing requirements and such other information as Investor may reasonably request, including, but not limited to, any disclosure obligation reports or requirement of such Major Investor under any applicable law information furnished to the Company's lenders or regulationsreports or other filings made to or filed with governmental authorities and internally generated periodic financial reports; providedPROVIDED, howeverHOWEVER, that such Major Investor’s request will be made in the most limited scope as required for the purposes of compliance with such applicable law;
(e) as soon as practicable following such Major Investor's request, but in any event within sixty (60) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of share capital and securities convertible into or exercisable for share capital outstanding at the end of the period, the Ordinary Shares issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Ordinary Shares and the exchange ratio or exercise price applicable thereto, and the number of options (issued and not yet issued but reserved for issuance, if any), all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company on both issued and fully-diluted bases, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Without derogating from the foregoing, the Company shall deliver to any Investor which is either a public company, a regulated body or a provident fund (“Regulated Body”), as soon as practicable following such Investor's reasonable request, any information or report relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as may reasonably not be requested by such Investor in order to comply with any obligation of such Investor under applicable law, including without limitation, Securities Laws, Stock Exchange rules and regulations and/or any request of the Stock Exchange, Securities Authority, Ministry of Finance or any other authority. Without derogating from the generality of the above, the Company was informed that such Regulated Bodies may be subject to the Securities Law, 5728-1968 and the regulations promulgated thereunder (together the “Securities Law”), as well as to the instructions of the professional staff of the Israel Securities Authority (the “Securities Authority”), and that the obligation of the Company obligated under this paragraph is necessary Section 6.1(c) to provide information which it deems in order good faith to assist the Regulated Body to fulfill the aforementioned legal obligationsbe a trade secret or similar confidential information. Notwithstanding anything else in this Section 3.1 Agreement to the contrary, the Company may cease providing the will provide unlimited access to any information set forth in this Section 3.1 during the period starting with the date thirty (30) days before of the Company’s good-faith estimate , including trade secrets and other confidential information, to the directors of the date Company, including representatives of filing Investor who are directors of a registration statement if it reasonably concludesthe Company, based upon opinion of its counsel, it must do so to comply with the SEC rules applicable consistent and subject to such registration statement and related offering, except as required for a Regulated Body or any other Major Investor which is (or its controlling parent company is) a publicly traded company for purposes of compliance with its obligations under applicable law or regulations directors' fiduciary duties to issue annual, quarterly or other periodic reports; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing and its commercially reasonable efforts to cause such registration statement to become effectivestockholders.
Appears in 1 contract
Delivery of Financial Statements. The Company shall deliver to each Major Investor:Investor (other than a Major Investor reasonably deemed by the Company to be a competitor of the Company):
(a) as soon as practicable, but in any event within 50 120 days after the end of each fiscal year of the Company, financial an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ equity as of the end of such year, and a statement of cash flows, for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with International Financial Reporting Standards U.S. generally accepted accounting principles (“IFRSGAAP”), ) and audited and certified by an independent public accounting firm associated with one of nationally recognized standing selected by the “Big 4” international accounting firmsCompany;
(b) as soon as practicable, but in any event within 35 30 days after the end of each month, an unaudited profit or loss statement, a statement of cash flows for the end of such month and an unaudited balance sheet as of the first three (3) quarters end of each fiscal year of the Company, unaudited financial statements for such fiscal quarter, prepared in accordance with IFRS, consistently applied with prior practices for earlier periods, reviewed by such “Big 4” international accounting firmmonth;
(c) as soon as practicable, but in any event thirty (30) 30 days before prior to the end of each fiscal year, a budget and business plan for the next fiscal year (collectivelyyear, the “Budget”), approved by the Board and prepared on a quarterly monthly basis, and, as soon as prepared, any other budgets or revised budgets prepared by the Company;
(d) as soon as practicable following such Major Investor's request, but in any event within 7 days (or, if such requested information is not readily available for delivery or requires certain preparation or compilation by or on behalf the Company, then as soon as practicably thereafter), such other information relating with respect to the financial conditionstatements called for in subsection (b) of this Section 2.1, business, prospects, an instrument executed by the Chief Financial Officer or corporate affairs President of the Company and certifying on behalf of the Company that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its subsidiaries as any Major Investor may from time results of operation for the period specified, subject to time reasonably request for purposes year-end audit adjustment, provided that the foregoing will not restrict the right of good faith compliance the Company to change its accounting principles consistent with any disclosure obligation GAAP, if the Board of Directors or requirement of such Major Investor under any applicable law or regulations; provided, however, a committee thereof determines that such Major Investor’s request will be made it is in the most limited scope as required for best interest of the purposes of compliance with such applicable law;Company to do so; and
(e) as soon as practicable following such Major Investor's request, but in any event within sixty (60) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of share capital and securities convertible into or exercisable for share capital outstanding at the end of the period, the Ordinary Shares issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Ordinary Shares and the exchange ratio or exercise price applicable thereto, and the number of options (issued and not yet issued but reserved for issuance, if any), all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company on both issued and fully-diluted bases, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct. If, for any period, If the Company has any subsidiary whose accounts are consolidated with those of the Companysubsidiaries, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Without derogating from the foregoing, the Company shall deliver to any Investor which is either a public company, a regulated body or a provident fund (“Regulated Body”), as soon as practicable following such Investor's reasonable request, any information or report relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as may reasonably be requested by such Investor in order to comply with any obligation of such Investor under applicable law, including without limitation, Securities Laws, Stock Exchange rules and regulations and/or any request of the Stock Exchange, Securities Authority, Ministry of Finance or any other authority. Without derogating from the generality of the above, the Company was informed that such Regulated Bodies may be subject to the Securities Law, 5728-1968 and the regulations promulgated thereunder (together the “Securities Law”), as well as to the instructions of the professional staff of the Israel Securities Authority (the “Securities Authority”), and that the obligation of the Company under this paragraph is necessary in order to assist the Regulated Body to fulfill the aforementioned legal obligations. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the deliver information as set forth in this Section 3.1 during 2.1 shall be construed to include the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes, based upon opinion equivalent information concerning each of its counsel, it must do so to comply with the SEC rules applicable to such registration statement and related offering, except as required for a Regulated Body or any other Major Investor which is (or its controlling parent company is) a publicly traded company for purposes of compliance with its obligations under applicable law or regulations to issue annual, quarterly or other periodic reports; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivesubsidiaries.
Appears in 1 contract
Delivery of Financial Statements. The So long as an Investor holds at least 250,000 shares (with such minimum number subject to appropriate adjustment for stock splits, stock dividends, combinations or other recapitalizations) of Registrable Securities or securities convertible into Registrable Securities (a "Major Investor"), and subject to each Major Investor executing a confidentiality agreement, the Company shall deliver to each Major Investor:
(a) as soon as practicable, but in any event within 50 90 days after the end of each fiscal year of the Company, financial statement statements for such fiscal year including, but not limited to, a balance sheet of the Company and statement of shareholder's equity as of the end of such year, and a schedule as to the sources and applications of funds for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with International Financial Reporting Standards generally accepted accounting principles (“IFRS”"GAAP"), and audited and certified by an accounting firm associated with one independent public accountants of nationally recognized standing selected by the “Big 4” international accounting firmsCompany;
(b) as soon as practicable, but in any event within 35 30 days after of the end of each of the first three (3) quarters of each fiscal year of the Companymonthly accounting period, unaudited financial statements for such fiscal quartermonthly reports including, prepared in accordance with IFRSbut not limited to, consistently applied with prior practices for a balance sheet, profit and loss statement, cash flow analysis, and comparison to year earlier periods, reviewed by such “Big 4” international accounting firmresults and to projected results on a monthly and year-to-date basis;
(c) as soon as practicable, but in any event thirty (30) 30 days before prior to the end of each fiscal year, a budget and business plan for the next fiscal year (collectivelyyear, the “Budget”), approved by the Board and prepared on a quarterly monthly basis, including balance sheets and sources and applications of funds statements for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company;
(d) as soon as practicable following with respect to the financial statements called for in subsection (b) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such Major Investor's requestfinancials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the period specified, but in any event within 7 days subject to year-end audit adjustment;
(or, if such requested information is not readily available for delivery or requires certain preparation or compilation by or on behalf the Company, then as soon as practicably thereafter), e) such other information relating to the financial condition, business, prospects, prospects or corporate affairs of the Company and its subsidiaries as any the Major Investor may from time to time reasonably request for purposes of good faith compliance with any disclosure obligation or requirement of such Major Investor under any applicable law or regulationsrequest; provided, however, that such Major Investor’s request will the Company shall not be made in the most limited scope as required for the purposes of compliance with such applicable law;
obligated under this subsection (e) as soon as practicable following such Major Investor's request, but in any event within sixty (60) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of share capital and securities convertible into or exercisable for share capital outstanding at the end of the period, the Ordinary Shares issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Ordinary Shares and the exchange ratio or exercise price applicable thereto, and the number of options (issued and not yet issued but reserved for issuance, if any), all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company on both issued and fully-diluted bases, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Without derogating from the foregoing, the Company shall deliver to any Investor which is either a public company, a regulated body or a provident fund (“Regulated Body”), as soon as practicable following such Investor's reasonable request, any information or report relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as may reasonably be requested by such Investor in order to comply with any obligation of such Investor under applicable law, including without limitation, Securities Laws, Stock Exchange rules and regulations and/or any request of the Stock Exchange, Securities Authority, Ministry of Finance or any other authority. Without derogating from the generality subsection of the above, the Company was informed that such Regulated Bodies may Section 2.1 to provide information which it deems in good faith to be subject to the Securities Law, 5728-1968 and the regulations promulgated thereunder (together the “Securities Law”), as well as to the instructions of the professional staff of the Israel Securities Authority (the “Securities Authority”), and that the obligation of the Company under this paragraph is necessary in order to assist the Regulated Body to fulfill the aforementioned legal obligations. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes, based upon opinion of its counsel, it must do so to comply with the SEC rules applicable to such registration statement and related offering, except as required for a Regulated Body trade secret or any other Major Investor which is (or its controlling parent company is) a publicly traded company for purposes of compliance with its obligations under applicable law or regulations to issue annual, quarterly or other periodic reports; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivesimilar confidential information.
Appears in 1 contract
Sources: Investors' Rights Agreement (Accredited Home Lenders Holding Co)
Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitor:
(a) as soon as practicable, but in any event within 50 one hundred twenty (120) days after the end of each fiscal year of the CompanyCompany (i) a balance sheet as of the end of such year, financial statement (ii) statements of income and of cash flows for such fiscal year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements prepared in accordance with International Financial Reporting Standards generally accepted accounting principles of the United States applied consistently in accordance with past practice (“IFRSGAAP”), audited and certified by an accounting firm associated with one independent public accountants of nationally recognized standing selected by the “Big 4” international accounting firmsCompany;
(b) as soon as practicable, but in any event within 35 forty-five (45) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, unaudited financial statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet as of the end of such fiscal quarter, all prepared in accordance with IFRS, consistently applied GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with prior practices for earlier periods, reviewed by such “Big 4” international accounting firmGAAP);
(c) as soon as practicable, but in any event thirty within forty-five (30) days before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board and prepared on a quarterly basis;
(d) as soon as practicable following such Major Investor's request, but in any event within 7 days (or, if such requested information is not readily available for delivery or requires certain preparation or compilation by or on behalf the Company, then as soon as practicably thereafter), such other information relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as any Major Investor may from time to time reasonably request for purposes of good faith compliance with any disclosure obligation or requirement of such Major Investor under any applicable law or regulations; provided, however, that such Major Investor’s request will be made in the most limited scope as required for the purposes of compliance with such applicable law;
(e) as soon as practicable following such Major Investor's request, but in any event within sixty (6045) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of share capital stock and securities convertible into or exercisable for share shares of capital stock outstanding at the end of the period, the Ordinary Shares Class A Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Ordinary Shares Class A Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options (issued and stock options not yet issued but reserved for issuance, if any), all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company Company;
(d) (x) with respect to fiscal years 2025 and 2026, as soon as practicable, but in any event within ninety (90) days after the beginning of each such fiscal year, a budget and business plan for the then-current fiscal year, prepared on both issued and fully-diluted basesa monthly basis, including balance sheets, income statements, and certified statements of cash flow for such months (collectively, the “Budget”), and, promptly after prepared, any other budgets or revised budgets prepared by the chief Company and (y) with respect to fiscal year 2027 and all fiscal years thereafter, as soon as practicable, but in any event thirty (30) days before the beginning of each such fiscal year, a Budget, and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and
(e) such other information relating to the financial officer condition, business, prospects, or chief executive officer corporate affairs of the Company as being true, complete, and correctdetermined by the Board of Directors. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Without derogating from the foregoing, the Company shall deliver to any Investor which is either a public company, a regulated body or a provident fund (“Regulated Body”), as soon as practicable following such Investor's reasonable request, any information or report relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as may reasonably be requested by such Investor in order to comply with any obligation of such Investor under applicable law, including without limitation, Securities Laws, Stock Exchange rules and regulations and/or any request of the Stock Exchange, Securities Authority, Ministry of Finance or any other authority. Without derogating from the generality of the above, the Company was informed that such Regulated Bodies may be subject to the Securities Law, 5728-1968 and the regulations promulgated thereunder (together the “Securities Law”), as well as to the instructions of the professional staff of the Israel Securities Authority (the “Securities Authority”), and that the obligation of the Company under this paragraph is necessary in order to assist the Regulated Body to fulfill the aforementioned legal obligations. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes, based upon opinion on advise of its outside legal counsel, that it must do so to comply with the SEC rules applicable to such registration statement and related offering, except as required for a Regulated Body or any other Major Investor which is (or its controlling parent company is) a publicly traded company for purposes of compliance with its obligations under applicable law or regulations to issue annual, quarterly or other periodic reports; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 1 contract
Delivery of Financial Statements. The For so long as the Investor holds 5% or more of the outstanding shares of Common Stock (determined on a Fully Diluted Basis), the Company shall deliver to each Major the Investor:
(a) as soon as practicable, but in any event within 50 ninety (90) days after the end of each fiscal year of the Company, financial the Company’s audited balance sheet and income statement as of the last day of such year, a statement of cash flows for such fiscal year and a schedule as to the sources and applications of funds for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with International Financial Reporting Standards (“IFRS”), audited by an accounting firm associated with one GAAP and a copy of the “Big 4” international accounting firmsletter to management from the Company’s independent public accountants selected by the Board, unless such information is made publicly available by filing with the Securities and Exchange Commission on ▇▇▇▇▇;
(b) as soon as practicable, but in any event within 35 forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited financial statements income statement, a schedule as to the sources and applications of funds for such fiscal quarter, prepared in accordance with IFRSan unaudited balance sheet, consistently applied with prior practices for earlier periods, reviewed by a statement of stockholder’s equity as of the end of such “Big 4” international accounting firmfiscal quarter;
(c) as soon as practicable, but in any event thirty (30) days before promptly after the end of each fiscal yearBoard’s approval thereof, a an annual budget and business plan for the next fiscal year (collectively, the “Budget”), approved ) prepared by the Board and prepared on a quarterly basis;Company; and
(d) as soon as practicable following such Major Investor's request, but in any event within 7 days (or, if such requested information is not readily available for simultaneously with the delivery or requires certain preparation or compilation by or on behalf thereof to the Company, then as soon as practicably thereafter)’s lenders and debt holders, such other information relating to the financial condition, business, prospects, operations or corporate affairs of the Company that the Company has delivered to its lenders and its subsidiaries as any Major Investor may from time to time reasonably request for purposes of good faith compliance with any disclosure obligation or requirement of such Major Investor under any applicable law or regulations; provided, however, that such Major Investor’s request will be made in the most limited scope as required for the purposes of compliance with such applicable law;debt holders.
(e) as soon as practicable following such Major Investor's requestpracticable, but in any event within sixty forty-five (6045) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of share capital stock and securities convertible into or exercisable for share shares of capital stock outstanding at the end of the period, the Ordinary Shares number of common shares issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Ordinary Shares common shares and the exchange ratio or exercise price applicable thereto, thereto and the number of shares of issued stock and stock options (issued and not yet issued but reserved for issuance, if any), all in sufficient detail as to permit the Major Investors Investor to calculate their respective its percentage equity ownership in the Company on both issued and fully-diluted bases, and certified by the chief financial officer Chief Financial Officer or chief executive officer Chief Executive Officer of the Company as being true, complete, complete and correct. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Without derogating from the foregoing, the Company shall deliver to any Investor which is either a public company, a regulated body or a provident fund (“Regulated Body”), as soon as practicable following such Investor's reasonable request, any information or report relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as may reasonably be requested by such Investor in order to comply with any obligation of such Investor under applicable law, including without limitation, Securities Laws, Stock Exchange rules and regulations and/or any request of the Stock Exchange, Securities Authority, Ministry of Finance or any other authority. Without derogating from the generality of the above, the Company was informed that such Regulated Bodies may be subject to the Securities Law, 5728-1968 and the regulations promulgated thereunder (together the “Securities Law”), as well as to the instructions of the professional staff of the Israel Securities Authority (the “Securities Authority”), and that the obligation of the Company under this paragraph is necessary in order to assist the Regulated Body to fulfill the aforementioned legal obligations. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes, based upon opinion of its counsel, it must do so to comply with the SEC rules applicable to such registration statement and related offering, except as required for a Regulated Body or any other Major Investor which is (or its controlling parent company is) a publicly traded company for purposes of compliance with its obligations under applicable law or regulations to issue annual, quarterly or other periodic reports; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 1 contract
Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitor:
(a) as soon as practicable, but in any event within 50 one hundred twenty (120) days after the end of each fiscal year of the CompanyCompany (i) a balance sheet as of the end of such year, financial statement (ii) statements of income and of cash flows for such fiscal year, prepared in accordance with International Financial Reporting Standards and (“IFRS”), audited by an accounting firm associated with one iii) a statement of stockholders’ equity as of the “Big 4” international accounting firmsend of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) as soon as practicable, but in any event within 35 forty‑five (45) days after the end of each quarter (including the fourth quarter) of each fiscal year of the Company, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial statements for such fiscal quarterofficer or chief executive officer of the Company as being true, prepared in accordance with IFRScomplete, consistently applied with prior practices for earlier periods, reviewed by such “Big 4” international accounting firmand correct;
(cd) as soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors (including the Series B Director) and prepared on a quarterly monthly basis;
(d) as soon as practicable following , including balance sheets, income statements, and statements of cash flow for such Major Investor's requestmonths and, but in promptly after prepared, any event within 7 days (or, if such requested information is not readily available for delivery other budgets or requires certain preparation or compilation revised budgets prepared by or on behalf the Company, then as soon as practicably thereafter), such other information relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as any Major Investor may from time to time reasonably request for purposes of good faith compliance with any disclosure obligation or requirement of such Major Investor under any applicable law or regulations; provided, however, that such Major Investor’s request will be made in the most limited scope as required for the purposes of compliance with such applicable law;
(e) as soon as practicable following such Major Investor's request, but in any event within sixty (60) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of share capital and securities convertible into or exercisable for share capital outstanding at the end of the period, the Ordinary Shares issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Ordinary Shares and the exchange ratio or exercise price applicable thereto, and the number of options (issued and not yet issued but reserved for issuance, if any), all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company on both issued and fully-diluted bases, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Without derogating from the foregoing, the Company shall deliver to any Investor which is either a public company, a regulated body or a provident fund (“Regulated Body”), as soon as practicable following such Investor's reasonable request, any information or report relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as may reasonably be requested by such Investor in order to comply with any obligation of such Investor under applicable law, including without limitation, Securities Laws, Stock Exchange rules and regulations and/or any request of the Stock Exchange, Securities Authority, Ministry of Finance or any other authority. Without derogating from the generality of the above, the Company was informed that such Regulated Bodies may be subject to the Securities Law, 5728-1968 and the regulations promulgated thereunder (together the “Securities Law”), as well as to the instructions of the professional staff of the Israel Securities Authority (the “Securities Authority”), and that the obligation of the Company under this paragraph is necessary in order to assist the Regulated Body to fulfill the aforementioned legal obligations. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes, based upon opinion of its counsel, concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering, except as required for a Regulated Body or any other Major Investor which is (or its controlling parent company is) a publicly traded company for purposes of compliance with its obligations under applicable law or regulations to issue annual, quarterly or other periodic reports; provided that the Company’s covenants under this Section Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 1 contract
Delivery of Financial Statements. (a) The Company shall deliver to each Major Investor:
(ai) as soon as practicable, but in any event within 50 ninety (90) days after the end of each fiscal year of the Company, financial an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with International Financial Reporting Standards generally accepted accounting principles (“IFRS”"GAAP"), and audited and certified by an accounting firm associated with one independent public accountants of nationally recognized standing selected by the “Big 4” international accounting firmsCompany;
(bii) as soon as practicable, but in any event within 35 forty- five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited financial statements income statement, statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter;
(iii) with respect to the financial statements called for in Section 2.1(a)(ii), an instrument executed by the Chief Financial Officer or President of the Company certifying that such financials were prepared in accordance with IFRS, GAAP consistently applied with prior practices practice for earlier periodsperiods (with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the period specified, reviewed by such “Big 4” international accounting firmsubject to year-end audit adjustment;
(civ) so long as soon an Investor holds at least 500,000 shares Registrable Securities (as practicableadjusted for Recapitalizations occurring after the date of this Agreement), but in any event thirty the Company shall provide such Investor monthly financial statements within ten (3010) days before of the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board and prepared on a quarterly basis;month; and
(dv) as soon as practicable following such Major Investor's request, but in any event within 7 days (or, if such requested information is not readily available for delivery or requires certain preparation or compilation by or on behalf the Company, then as soon as practicably thereafter), such other information relating to the financial condition, business, prospects, prospects or corporate affairs of the Company and its subsidiaries as the Investor or any Major assignee of the Investor may from time to time reasonably request for purposes of good faith compliance with any disclosure obligation or requirement of such Major Investor under any applicable law or regulations; request, provided, however, that such Major Investor’s request will the Company shall not be made obligated under this subsection -------- ------- (v) or any other subsection of Section 2.1 to provide information that it deems in the most limited scope as required for the purposes of compliance with such applicable law;good faith to be a trade secret or similar confidential information.
(eb) So long as soon Patricof & Co. Ventures, Inc. ("PCV") holds at least 500,000 shares of Registrable Securities (as practicable following such Major Investor's requestadjusted for Recapitalizations occurring after the date of this Agreement), but in any event the Company shall deliver to PCV, within sixty forty-five (6045) days after the end of each quarter of the first three (3) quarters of each fiscal year of the Company, a statement showing financial summary, in a form attached as Exhibit A, signed by the number of shares of each class and series of share capital and securities convertible into or exercisable for share capital outstanding at the end Chief Financial Officer of the period, the Ordinary Shares issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Ordinary Shares and the exchange ratio or exercise price applicable thereto, and the number of options (issued and not yet issued but reserved for issuance, if any), all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company on both issued and fully-diluted bases, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the --------- Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Without derogating from the foregoing, the Company shall deliver to any Investor which is either a public company, a regulated body or a provident fund (“Regulated Body”), as soon as practicable following such Investor's reasonable request, any information or report relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as may reasonably be requested by such Investor in order to comply with any obligation of such Investor under applicable law, including without limitation, Securities Laws, Stock Exchange rules and regulations and/or any request of the Stock Exchange, Securities Authority, Ministry of Finance or any other authority. Without derogating from the generality of the above, the Company was informed that such Regulated Bodies may be subject to the Securities Law, 5728-1968 and the regulations promulgated thereunder (together the “Securities Law”), as well as to the instructions of the professional staff of the Israel Securities Authority (the “Securities Authority”), and that the obligation of the Company under this paragraph is necessary in order to assist the Regulated Body to fulfill the aforementioned legal obligations. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes, based upon opinion of its counsel, it must do so to comply with the SEC rules applicable to such registration statement and related offering, except as required for a Regulated Body or any other Major Investor which is (or its controlling parent company is) a publicly traded company for purposes of compliance with its obligations under applicable law or regulations to issue annual, quarterly or other periodic reports; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 1 contract
Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the Board of Directors has not reasonably determined that such Major Investor is a competitor of the Company:
(a) as soon as practicable, but in any event within 50 120 days after the end of each fiscal year of the Company, financial statement (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined below) for such year, prepared in accordance with International Financial Reporting Standards an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and (“IFRS”), audited by an accounting firm associated with one iii) a statement of stockholders’ equity as of the “Big 4” international accounting firms;end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company.
(b) as soon as practicable, but in any event within 35 thirty (30) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, unaudited financial statements of income and cash flows for such fiscal quarter, including comparison of actuals against the Budget (as defined below), and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such quarter, all prepared in accordance with IFRS, consistently applied GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with prior practices for earlier periods, reviewed by such “Big 4” international accounting firmGAAP);
(c) as soon as practicable, but in any event within thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board and prepared on a quarterly basis;
(d) as soon as practicable following such Major Investor's request, but in any event within 7 days (or, if such requested information is not readily available for delivery or requires certain preparation or compilation by or on behalf the Company, then as soon as practicably thereafter), such other information relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as any Major Investor may from time to time reasonably request for purposes of good faith compliance with any disclosure obligation or requirement of such Major Investor under any applicable law or regulations; provided, however, that such Major Investor’s request will be made in the most limited scope as required for the purposes of compliance with such applicable law;
(e) as soon as practicable following such Major Investor's request, but in any event within sixty (60) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of share capital stock and securities convertible into or exercisable for share shares of capital stock outstanding at the end of the period, the Ordinary Shares Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Ordinary Shares Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options (issued and stock options not yet issued but reserved for issuance, if any), all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company Company;
(d) as soon as practicable, but in any event within thirty (30) days after approval thereof by the Board of Directors, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on both issued and fully-diluted basesa monthly basis, including balance sheets, income statements, and certified statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the chief Company; and
(e) such other information relating to the financial officer condition, capitalization, business, prospects, or chief executive officer corporate affairs of the Company as being trueany Major Investor may from time to time reasonably request; provided, completehowever, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement (other than this Agreement), in a form acceptable to the Company); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and correctits counsel. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Without derogating from the foregoing, the Company shall deliver to any Investor which is either a public company, a regulated body or a provident fund (“Regulated Body”), as soon as practicable following such Investor's reasonable request, any information or report relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as may reasonably be requested by such Investor in order to comply with any obligation of such Investor under applicable law, including without limitation, Securities Laws, Stock Exchange rules and regulations and/or any request of the Stock Exchange, Securities Authority, Ministry of Finance or any other authority. Without derogating from the generality of the above, the Company was informed that such Regulated Bodies may be subject to the Securities Law, 5728-1968 and the regulations promulgated thereunder (together the “Securities Law”), as well as to the instructions of the professional staff of the Israel Securities Authority (the “Securities Authority”), and that the obligation of the Company under this paragraph is necessary in order to assist the Regulated Body to fulfill the aforementioned legal obligations. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) 60 days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes, based upon opinion of its counsel, concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering, except as required for a Regulated Body or any other Major Investor which is (or its controlling parent company is) a publicly traded company for purposes of compliance with its obligations under applicable law or regulations to issue annual, quarterly or other periodic reports; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective. Except as set forth in Section 3.3, the information rights set forth in this Section 3.1 shall not be terminated with respect to any Major Investor without such Major Investor’s prior written consent.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Neumora Therapeutics, Inc.)
Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the Board has not reasonably determined that such Major Investor is a Competitor:
(a) as soon as practicable, but in any event within 50 one hundred twenty (120) days after the end of each fiscal year of the Company, financial statement (i) an unaudited balance sheet as of the end of such year, (ii) unaudited statements of income and of cash flows for such fiscal year and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements shall be prepared in accordance with International Financial Reporting Standards (“IFRS”)GAAP, audited by an accounting firm associated with one of consistently applied, and setting forth in comparative form the “Big 4” international accounting firms;figures for the previous fiscal year, in reasonable detail.
(b) as soon as practicable, but in any event within 35 forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited financial statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with IFRS, consistently applied GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with prior practices for earlier periods, reviewed by such “Big 4” international accounting firm;GAAP).
(c) as soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board and prepared on a quarterly basis;
(d) as soon as practicable following such Major Investor's request, but in any event within 7 days (or, if such requested information is not readily available for delivery or requires certain preparation or compilation by or on behalf the Company, then as soon as practicably thereafter), such other information relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as any Major Investor may from time to time reasonably request for purposes of good faith compliance with any disclosure obligation or requirement of such Major Investor under any applicable law or regulations; provided, however, that such Major Investor’s request will be made in the most limited scope as required for the purposes of compliance with such applicable law;
(e) as soon as practicable following such Major Investor's request, but in any event within sixty (60) 45 days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of share capital stock and securities convertible into or exercisable for share shares of capital stock outstanding at the end of the applicable period, the Ordinary Shares Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Ordinary Shares Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options (issued and stock options not yet issued but reserved for issuance, if any), all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company on both issued and fully-diluted basesCompany, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct.
(d) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Without derogating from the foregoing, the Company shall deliver to any Investor which is either a public company, a regulated body or a provident fund (“Regulated Body”), as soon as practicable following such Investor's reasonable request, any information or report relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as may reasonably be requested by such Investor in order to comply with any obligation of such Investor under applicable law, including without limitation, Securities Laws, Stock Exchange rules and regulations and/or any request of the Stock Exchange, Securities Authority, Ministry of Finance or any other authority. Without derogating from the generality of the above, the Company was informed that such Regulated Bodies may be subject to the Securities Law, 5728-1968 and the regulations promulgated thereunder (together the “Securities Law”), as well as to the instructions of the professional staff of the Israel Securities Authority (the “Securities Authority”), and that the obligation of the Company under this paragraph is necessary in order to assist the Regulated Body to fulfill the aforementioned legal obligations. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes, based upon opinion of its counsel, it must do so to comply with the SEC rules applicable to such registration statement and related offering, except as required for a Regulated Body or any other Major Investor which is (or its controlling parent company is) a publicly traded company for purposes of compliance with its obligations under applicable law or regulations to issue annual, quarterly or other periodic reports; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Prometheus Biosciences, Inc.)
Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitor of the Company:
(a) as soon as practicable, but in any event within 50 one hundred twenty (120) days after the end of each fiscal year of the CompanyCompany (i) a balance sheet as of the end of such year, financial statement (ii) statements of income and of cash flows for such fiscal year, prepared in accordance with International Financial Reporting Standards and (“IFRS”), audited by an accounting firm associated with one iii) a statement of stockholders’ equity as of the “Big 4” international accounting firmsend of such year, all such financial statements audited and certified by independent public accountants selected by the Company;
(b) as soon as practicable, but in any event within 35 forty-five (45) days after the end of each of the first three (3) quarters fiscal quarter of each fiscal year of the Company, unaudited financial statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with IFRS, consistently applied GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with prior practices for earlier periods, reviewed by such “Big 4” international accounting firmGAAP);
(c) as soon as practicable, but in any event thirty within forty-five (30) days before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board and prepared on a quarterly basis;
(d) as soon as practicable following such Major Investor's request, but in any event within 7 days (or, if such requested information is not readily available for delivery or requires certain preparation or compilation by or on behalf the Company, then as soon as practicably thereafter), such other information relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as any Major Investor may from time to time reasonably request for purposes of good faith compliance with any disclosure obligation or requirement of such Major Investor under any applicable law or regulations; provided, however, that such Major Investor’s request will be made in the most limited scope as required for the purposes of compliance with such applicable law;
(e) as soon as practicable following such Major Investor's request, but in any event within sixty (6045) days after the end of each quarter of the four (4) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of share capital stock and securities convertible into or exercisable for share shares of capital stock outstanding at the end of the periodperiod (including, in the case of convertible debt securities, the Ordinary Shares face amount, issue date, maturity date, interest rate, conversion discount and valuation cap to the extent applicable), the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Ordinary Shares Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options (issued and stock options not yet issued but reserved for issuance, if any), all in sufficient detail as to permit the Major Investors Investor to calculate their respective its percentage equity ownership in the Company Company;
(d) as soon as practicable, but in any event thirty (30) days before the first day of each fiscal year, a budget and business plan for such fiscal year (collectively, the “Budget”), approved by the Board of Directors and prepared on both issued and fully-diluted basesa monthly basis, including balance sheets, income statements, and certified statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the chief Company; provided, however that for the Budget for fiscal year 2020, the Company shall be permitted to deliver the Budget at any time prior to 30 days after the first day of the fiscal year; and
(e) such other information relating to the financial officer condition, business, prospects, or chief executive officer corporate affairs of the Company as being trueany Major Investor may from time to time reasonably request; provided, completehowever, that the Company shall not be obligated under this Subsection 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or similarly confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company); or (ii) the disclosure of which could adversely affect the attorney-client privilege between the Company and correctits counsel. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Without derogating from the foregoing, the Company shall deliver to any Investor which is either a public company, a regulated body or a provident fund (“Regulated Body”), as soon as practicable following such Investor's reasonable request, any information or report relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as may reasonably be requested by such Investor in order to comply with any obligation of such Investor under applicable law, including without limitation, Securities Laws, Stock Exchange rules and regulations and/or any request of the Stock Exchange, Securities Authority, Ministry of Finance or any other authority. Without derogating from the generality of the above, the Company was informed that such Regulated Bodies may be subject to the Securities Law, 5728-1968 and the regulations promulgated thereunder (together the “Securities Law”), as well as to the instructions of the professional staff of the Israel Securities Authority (the “Securities Authority”), and that the obligation of the Company under this paragraph is necessary in order to assist the Regulated Body to fulfill the aforementioned legal obligations. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes, based upon opinion of its counsel, concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering, except as required for a Regulated Body or any other Major Investor which is (or its controlling parent company is) a publicly traded company for purposes of compliance with its obligations under applicable law or regulations to issue annual, quarterly or other periodic reports; provided that the Company’s covenants under this Section Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 1 contract
Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitor of the Company:
(a) as soon as practicable, but in any event within 50 one hundred and eighty (180) days after the end of each fiscal year of the Company, financial statement statements of the Company for such year including a consolidated balance sheet of the Company as of the end of such year, and statements of income and statements of cash flow of the Company for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, United States dollar-denominated, prepared in accordance with International Financial Reporting Standards (“IFRS”)GAAP, audited by an accounting firm associated with one of the “Big 4big four” international U.S. accounting firms, which has been approved by Holders of a majority of the Registrable Securities (the “Accounting Firm”), provided that Deloitte shall be deemed to have been approved by such Holders;
(b) as soon as practicable, but in any event within 35 forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited financial statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet as of the end of such fiscal quarter, all prepared in accordance with IFRS, consistently applied with prior practices for earlier periods, GAAP and reviewed by the Accounting Firm (except that such “Big 4” international accounting firmfinancial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct;
(d) as soon as practicable, but in any event within ten (10) days of the end of each month, a monthly report in a form approved by the Board of Directors;
(e) as soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors and prepared on a quarterly monthly basis;, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and
(df) as soon as practicable following such Major Investor's request, but in any event within 7 days (or, if such requested information is not readily available for delivery or requires certain preparation or compilation by or on behalf the Company, then as soon as practicably thereafter), such other information relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as any Major Investor may from time to time reasonably request for purposes of good faith compliance with any disclosure obligation or requirement of such Major Investor under any applicable law or regulationsrequest; provided, however, that such Major Investor’s request will the Company shall not be made obligated under this Subsection 3.1 to provide information (i) that the Company reasonably determines in the most limited scope as required for the purposes of compliance with such applicable law;
good faith to be a trade secret or confidential information (e) as soon as practicable following such Major Investor's requestunless covered by an enforceable confidentiality agreement, but in any event within sixty (60) days after the end of each quarter of each fiscal year of a form acceptable to the Company, a statement showing ); or (ii) the number disclosure of shares of each class and series of share capital and securities convertible into or exercisable for share capital outstanding at which would adversely affect the end of the period, the Ordinary Shares issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Ordinary Shares and the exchange ratio or exercise price applicable thereto, and the number of options (issued and not yet issued but reserved for issuance, if any), all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in attorney-client privilege between the Company on both issued and fully-diluted bases, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correctits counsel. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections Sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Without derogating from the foregoing, the Company shall deliver to any Investor which is either a public company, a regulated body or a provident fund (“Regulated Body”), as soon as practicable following such Investor's reasonable request, any information or report relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as may reasonably be requested by such Investor in order to comply with any obligation of such Investor under applicable law, including without limitation, Securities Laws, Stock Exchange rules and regulations and/or any request of the Stock Exchange, Securities Authority, Ministry of Finance or any other authority. Without derogating from the generality of the above, the Company was informed that such Regulated Bodies may be subject to the Securities Law, 5728-1968 and the regulations promulgated thereunder (together the “Securities Law”), as well as to the instructions of the professional staff of the Israel Securities Authority (the “Securities Authority”), and that the obligation of the Company under this paragraph is necessary in order to assist the Regulated Body to fulfill the aforementioned legal obligations. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes, based upon opinion of its counsel, concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering, except as required for a Regulated Body or any other Major Investor which is (or its controlling parent company is) a publicly traded company for purposes of compliance with its obligations under applicable law or regulations to issue annual, quarterly or other periodic reports; provided that the Company’s covenants under this Section Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Keros Therapeutics, Inc.)
Delivery of Financial Statements. The Company shall deliver to each Major Investor (provided, that the Board of Directors has not reasonably determined that such Major Investor is a competitor of the Company; provided, further, that none of NEA, Revolution, any ▇. ▇▇▇▇ Price Investor:, any ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investor, or any ▇▇▇▇▇▇▇▇▇ Investor shall be deemed a competitor for purposes of this Agreement solely due to an investment in a portfolio company that is a competitor of the Company; and provided, further, that neither Google LLC nor SoftBank (solely for purposes of this Section 3.1) shall be deemed a competitor of the Company):
(a) as soon as practicable, but in any event within 50 ninety (90) days after the end of each fiscal year of the Company, financial statement (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such fiscal year, and (iii) a statement of stockholders’ equity as of the end of such year, all prepared in accordance with International Financial Reporting Standards GAAP (“IFRS”except that such financial statements may not contain all notes thereto that may be required in accordance with GAAP), which financial statements shall be audited and certified by an accounting firm associated with one independent public accountants of nationally recognized standing selected by the “Big 4” international accounting firmsCompany;
(b) as soon as practicable, but in any event within 35 thirty (30) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, unaudited financial statements of income and cash flows for such fiscal quarter and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with IFRS, consistently applied GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with prior practices for earlier periods, reviewed by such “Big 4” international accounting firmGAAP);
(c) as soon as practicable, but in any event within thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board and prepared on a quarterly basis;
(d) as soon as practicable following such Major Investor's request, but in any event within 7 days (or, if such requested information is not readily available for delivery or requires certain preparation or compilation by or on behalf the Company, then as soon as practicably thereafter), such other information relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as any Major Investor may from time to time reasonably request for purposes of good faith compliance with any disclosure obligation or requirement of such Major Investor under any applicable law or regulations; provided, however, that such Major Investor’s request will be made in the most limited scope as required for the purposes of compliance with such applicable law;
(e) as soon as practicable following such Major Investor's request, but in any event within sixty (60) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of share capital and securities convertible into or exercisable for share capital outstanding at the end of the period, the Ordinary Shares issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Ordinary Shares and the exchange ratio or exercise price applicable thereto, and the number of options (issued and not yet issued but reserved for issuance, if any), all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company on both issued and fully-diluted bases, and certified by the chief financial officer or chief executive officer detailed capitalization table of the Company as being trueof the end of such fiscal quarter; and
(d) such other information relating to the financial condition, completebusiness, prospects or corporate affairs of the Company as any Major Investor may from time to time reasonably request, provided that the Company shall not be obligated under this Section 3.1(c) to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form reasonably acceptable to the Company); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and correctits counsel. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Without derogating from the foregoing, the Company shall deliver to any Investor which is either a public company, a regulated body or a provident fund (“Regulated Body”), as soon as practicable following such Investor's reasonable request, any information or report relating to the financial condition, business, prospects, or corporate affairs of the Company and its subsidiaries as may reasonably be requested by such Investor in order to comply with any obligation of such Investor under applicable law, including without limitation, Securities Laws, Stock Exchange rules and regulations and/or any request of the Stock Exchange, Securities Authority, Ministry of Finance or any other authority. Without derogating from the generality of the above, the Company was informed that such Regulated Bodies may be subject to the Securities Law, 5728-1968 and the regulations promulgated thereunder (together the “Securities Law”), as well as to the instructions of the professional staff of the Israel Securities Authority (the “Securities Authority”), and that the obligation of the Company under this paragraph is necessary in order to assist the Regulated Body to fulfill the aforementioned legal obligations. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes, based upon opinion of its counsel, concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided, except as required for a Regulated Body or any other Major Investor which is (or its controlling parent company is) a publicly traded company for purposes of compliance with its obligations under applicable law or regulations to issue annual, quarterly or other periodic reports; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective. The Company shall promptly and accurately respond, and shall use its commercially reasonable efforts to cause its transfer agent to promptly respond, to reasonable requests for information made on behalf of any ▇. ▇▇▇▇ Price Investor or any ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investor relating to (i) accounting or securities law matters required in connection with its audit or (ii) the actual holdings of the ▇. ▇▇▇▇ Price Investor or any ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investor, respectively, including in relation to the total outstanding shares; provided, however, that the Company shall not be obligated to provide any such information that could reasonably result in a violation of applicable law or conflict with a confidentiality obligation of the Company. On or immediately prior to the effectiveness of the IPO, the Company shall provide each ▇. ▇▇▇▇ Price Investor and each ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investor written confirmation of its equity holdings in the Company (on an as-converted basis). Notwithstanding anything to the contrary contained in this Agreement, the Company, the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investors acknowledge and agree that, absent all Required Approvals, the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investors shall not request or obtain and Company shall not grant: (i) control (as defined in 31 C.F.R. § 800.208) of the Company; (ii) access to any material nonpublic technical information (as defined in 31 C.F.R. § 800.232) in the possession of the Company (which shall not include financial information about the Company), including access to any information not already in the public domain that is necessary to design, fabricate, develop, test, produce, or manufacture Company products or services, including processes, techniques, or methods; or (iii) any involvement (other than through voting of shares) in substantive decision making of the Company regarding the use, development, acquisition, or release of any of the Company’s critical technologies (as defined in 31 C.F.R. § 800.215).
Appears in 1 contract