Common use of Information and Access Rights Clause in Contracts

Information and Access Rights. During the Term, so long as EGI, any affiliates of EGI, successors-in-interest to EGI, affiliate transferees of any shares of Company common stock held by EGI and any other controlled subsidiary of the foregoing collectively beneficially own (within the meaning of Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended) in the aggregate shares representing at least five percent (5%) of the total number of shares of Company common stock issued and outstanding, the Company shall provide EGI and its designated Representatives with (a) any business plan and budget of the Company and such other financial and operating data, reports and other information with respect to the business, assets, properties, prospects or corporate affairs of the Company as EGI may from time to time reasonably request (including any data and reports made available to officers of the Company), provided that (x) any documents or other information filed by the Company with the ▇▇▇▇▇ system of the U.S. Securities and Exchange Commission need not be separately provided by the Company to EGI and (y) EGI shall maintain the confidentiality of any such data, reports and information provided hereunder in accordance with Section 5, and (b) reasonable access during normal business hours, upon reasonable advance notice to an officer of the Company, to (i) the premises of the Company and its subsidiaries, (ii) the books, computer software application systems, files and records of the Company and its subsidiaries and (iii) the Company’s officers and other key employees for consultation with EGI with respect to matters relating to the business and affairs of the Company; provided that such access shall not (x) violate any confidentiality agreement between the Company and a third party or (y) result in the waiver of any attorney-client, attorney work product or other similar legal privilege asserted by the Company in good faith.