Information and Reporting. 14.1 A Founding Shareholder may examine the books, records and accounts to be kept by the Company and each Company Group Member. A Founding Shareholder shall be entitled to receive any information held by the Company and each Company Group Member which such Founding Shareholder reasonably requires to keep it properly informed about the business and affairs of the Group and generally to protect its interests as a Founding Shareholder in such form as it determines. 14.2 Without prejudice to the generality of Clause 14.1, the Company shall, and shall procure that each Company Group Member shall, supply each Founding Shareholder and/or its Directors with: (a) unaudited financial statements of the Company Group at the quarterly Board meetings of the Company. If the Board meeting is not held within 30 days of the end of a calendar quarter then the Company or a Company Group Member shall in any event provide the unaudited quarterly financial statements to each Party on the 30th day after the end of the calendar quarter; (b) annual audited financial statements under IFRS or PRC GAAP (where relevant), including cash flow statements as soon as they are available and no later than 120 days after the end of the relevant fiscal year; (c) a copy of monthly management accounts of each division of the Company Group and MIS Reports; (d) written details (including the Board’s reasonable estimate of potential liability thereunder) of any litigation or arbitration commenced or threatened against any Company Group Member which, if successful, would be likely to have a material adverse effect on the Company Group as soon as practicable after such litigation is threatened or commenced; and (e) such additional information as may be reasonably requested by each Founding Shareholder. 14.3 If the Company fails to provide any information required by Clause 14.2 within the specified period, each Founding Shareholder shall be entitled to request the auditor of the Company, or in the absence of their agreement within seven (7) days, to appoint another firm of accountants, to prepare such information at the Company’s expense and the Company agrees to provide (or to procure the provision of) all information required by the auditors or accountants, as the case may be, for such purpose. 14.4 Each Founding Shareholder shall be entitled to request information, records, statements and reports relating to the financial affairs of the Company Group from the CFO and CEO subject to reasonable notice of not less than five (5) Business Days, and the CFO and CEO, as the case may be, shall promptly provide such information requested (if readily available) and in any event within five (5) Business Days of the request. Where the requested information is not readily available, the CFO and CEO, as the case may be, shall use his or her best endeavours to provide such information as soon as practicable. 14.5 Each Founding Shareholder shall be entitled to make, to the Board, reasonable requests of site visits of the Company’s and the Company Group Member’s usual place of business between the hours 9am to 5pm on a Business Day and the Board shall not unreasonably decline such requests.
Appears in 2 contracts
Sources: Shareholder Agreement, Shareholder Agreement (Mecox Lane LTD)
Information and Reporting. 14.1 A Founding Shareholder (i) The Company shall, at all times during which it is neither subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon the written request of any Stockholder, provide in writing to such Stockholder and to any prospective transferee of the Registrable Shares of such Stockholder the information concerning the Company described in Rule 144A(d)(4) or any successor rule under the Act ("Rule 144A Information"). Upon the written request of any Stockholder, the Company shall cooperate with and assist such Stockholder or any member of the National Association of Securities Dealers, Inc. PORTAL system in applying to designate and thereafter maintain the eligibility of the Registrable Shares for trading through PORTAL. The Company's obligations under this Section 8(a)(i) shall at all times be contingent upon receipt from the prospective transferee of Registrable Shares of a written agreement to take all reasonable precautions to safeguard the Rule 144A Information from disclosure to anyone other than Persons who will assist such transferee in evaluating the purchase of any Registrable Shares.
(ii) When it is first legally required to do so, the Company shall register its Common Stock under Section 12 of the Exchange Act and shall keep effective such registration and shall timely file such information, documents and reports as the Commission may examine require or prescribe under Section 13 of the books, records Exchange Act. From and accounts to be kept after the effective date of the first registration statement filed by the Company under the Act, the Company shall (whether or not it shall then be required to do so) timely file such information, documents and each reports which a corporation, partnership or other entity subject to Section 13 or 15(d) (whichever is applicable) of the Exchange Act is required to file. The Company Group Member. A Founding Shareholder shall be entitled to receive promptly upon request furnish any information held Holder of Registrable Shares (a) a written statement by the Company and each Company Group Member which such Founding Shareholder reasonably requires to keep that it properly informed about has complied with the business and affairs reporting requirements of Section 13 or 15(d) of the Group and generally to protect its interests as a Founding Shareholder in such form as it determines.
14.2 Without prejudice to the generality of Clause 14.1Exchange Act, the Company shall, and shall procure that each Company Group Member shall, supply each Founding Shareholder and/or its Directors with:
(a) unaudited financial statements of the Company Group at the quarterly Board meetings of the Company. If the Board meeting is not held within 30 days of the end of a calendar quarter then the Company or a Company Group Member shall in any event provide the unaudited quarterly financial statements to each Party on the 30th day after the end of the calendar quarter;
(b) annual audited financial statements under IFRS or PRC GAAP (where relevant), including cash flow statements as soon as they are available and no later than 120 days after the end of the relevant fiscal year;
(c) a copy of monthly management accounts of each division of the Company Group and MIS Reports;
(d) written details (including the Board’s reasonable estimate of potential liability thereunder) of any litigation most recent annual or arbitration commenced or threatened against any Company Group Member which, if successful, would be likely to have a material adverse effect on the Company Group as soon as practicable after such litigation is threatened or commenced; and
(e) such additional information as may be reasonably requested by each Founding Shareholder.
14.3 If the Company fails to provide any information required by Clause 14.2 within the specified period, each Founding Shareholder shall be entitled to request the auditor quarterly report of the Company, or in the absence of their agreement within seven and (7c) days, to appoint another firm of accountants, to prepare such information at the Company’s expense other reports and documents filed by the Company with the Commission as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Shares without registration under the Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section 8(a)(ii) are to provide enable any such Holder to comply with the current public information requirement contained in paragraph (or c) of Rule 144 under the Act, should such Holder ever wish to procure dispose of any of the provision of) all information required by the auditors or accountants, as the case may be, for such purpose.
14.4 Each Founding Shareholder shall be entitled to request information, records, statements and reports relating to the financial affairs securities of the Company Group from acquired by it without registration under the CFO and CEO subject to reasonable notice of not less than five Act in reliance upon Rule 144 (5) Business Daysor any other similar exemptive provision), and the CFO and CEO, as the case may be, shall promptly provide such information requested (if readily available) and in any event within five (5) Business Days of the request. Where the requested information is not readily available, the CFO and CEO, as the case may be, shall use his or her best endeavours to provide such information as soon as practicable.
14.5 Each Founding Shareholder shall be entitled to make, to the Board, reasonable requests of site visits of the Company’s and the Company Group Member’s usual place of business between the hours 9am to 5pm on a Business Day and the Board shall not unreasonably decline such requests.qualify
Appears in 2 contracts
Sources: Registration Rights Agreement (Eventures Group Inc), Registration Rights Agreement (Eventures Group Inc)
Information and Reporting. 14.1 A Founding Shareholder (i) The Company shall, at all times during which it is neither subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon the written request of any Stockholder, provide in writing to such Stockholder and to any prospective transferee of the Registrable Shares of such Stockholder the information concerning the Company described in Rule 144A(d)(4) or any successor rule under the Act ("Rule 144A Information"). The Company's obligations under this Section 9(a)(i) shall at all times be contingent upon receipt from the prospective transferee of Registrable Shares of a written agreement to take all reasonable precautions to safeguard the Rule 144A Information from disclosure to anyone other than persons who will assist such transferee in evaluating the purchase of any Registrable Shares.
(ii) The Company shall timely file such information, documents and reports as the Commission may examine require or prescribe under Section 13 of the booksExchange Act. The Company shall timely file such information, records documents and accounts reports which a corporation, partnership or other entity subject to be kept Section 13 or 15(d) (whichever is applicable) of the Exchange Act is required to file. The Company shall promptly upon request furnish any Holder of Registrable Shares (a) a written statement by the Company and each Company Group Member. A Founding Shareholder shall be entitled to receive any information held by that it has complied with the Company and each Company Group Member which such Founding Shareholder reasonably requires to keep it properly informed about the business and affairs reporting requirements of Section 13 or 15(d) of the Group and generally to protect its interests as a Founding Shareholder in such form as it determines.
14.2 Without prejudice to the generality of Clause 14.1Exchange Act, the Company shall, and shall procure that each Company Group Member shall, supply each Founding Shareholder and/or its Directors with:
(a) unaudited financial statements of the Company Group at the quarterly Board meetings of the Company. If the Board meeting is not held within 30 days of the end of a calendar quarter then the Company or a Company Group Member shall in any event provide the unaudited quarterly financial statements to each Party on the 30th day after the end of the calendar quarter;
(b) annual audited financial statements under IFRS or PRC GAAP (where relevant), including cash flow statements as soon as they are available and no later than 120 days after the end of the relevant fiscal year;
(c) a copy of monthly management accounts of each division of the Company Group and MIS Reports;
(d) written details (including the Board’s reasonable estimate of potential liability thereunder) of any litigation most recent annual or arbitration commenced or threatened against any Company Group Member which, if successful, would be likely to have a material adverse effect on the Company Group as soon as practicable after such litigation is threatened or commenced; and
(e) such additional information as may be reasonably requested by each Founding Shareholder.
14.3 If the Company fails to provide any information required by Clause 14.2 within the specified period, each Founding Shareholder shall be entitled to request the auditor quarterly report of the Company, or in the absence of their agreement within seven and (7c) days, to appoint another firm of accountants, to prepare such information at the Company’s expense other reports and documents filed by the Company with the Commission as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Shares without registration under the Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section 9(a)(ii) are to provide enable any such Holder to comply with the current public information requirement contained in paragraph (c) of Rule 144, should such Holder ever wish to dispose of any of the securities of the Company acquired by it without registration under the Act in reliance upon Rule 144 (or any other similar exemptive provision), and to procure qualify the provision of) all information Company for the use of registration statements on Form S-3. In addition, the Company shall take such other measures and file such other information, documents and reports, as shall hereafter be required by the auditors or accountants, Commission as the case may be, for such purpose.
14.4 Each Founding Shareholder shall be entitled to request information, records, statements and reports relating a condition to the financial affairs availability of the Company Group from the CFO and CEO subject to reasonable notice of not less than five Rule 144 (5or any similar exemptive provision hereafter in effect) Business Days, and the CFO and CEO, as the case may be, shall promptly provide such information requested (if readily available) and in any event within five (5) Business Days use of the requestForm S-3. Where the requested information is not readily available, the CFO and CEO, as the case may be, shall The Company also covenants to use his or her best endeavours to provide such information as soon as practicable.
14.5 Each Founding Shareholder shall be entitled to makeits commercially reasonable efforts, to the Boardextent that it is reasonably within its power to do so, reasonable requests to qualify for the use of site visits of the Company’s and the Company Group Member’s usual place of business between the hours 9am to 5pm on a Business Day and the Board shall not unreasonably decline such requestsForm S-3.
Appears in 2 contracts
Sources: Registration Rights Agreement (Eventures Group Inc), Registration Rights Agreement (Eventures Group Inc)
Information and Reporting. 14.1 A Founding Shareholder (i) The Company shall, at all times during which it is neither subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon the written request of any Securityholder, provide in writing to such Securityholder and to any prospective transferee of the Registrable Shares of such Securityholder the information concerning the Company described in Rule 144A(d)(4) or any successor rule under the Act ("Rule 144 Information"). Upon the written request of any Securityholder, the Company shall cooperate with and assist such Securityholder or any member of the National Association of Securities Dealers, Inc. PORTAL system in applying to designate and thereafter maintain the eligibility of the Registrable Shares for trading
(ii) When it is first legally required to do so, the Company shall register its Common Stock under Section 12 of the Exchange Act and shall keep effective such registration and shall timely file such information, documents and reports as the Commission may examine require or prescribe under Section 13 of the booksExchange Act. The Company shall (whether or not it shall then be required to do so) timely file such information, records documents and accounts reports which a corporation, partnership or other entity subject to be kept Section 13 or 15(d) (whichever is applicable) of the Exchange Act is required to file. The Company shall promptly upon request furnish any Holder of Registrable Shares (A) a written statement by the Company and each Company Group Member. A Founding Shareholder shall be entitled to receive any information held by that it has complied with the Company and each Company Group Member which such Founding Shareholder reasonably requires to keep it properly informed about the business and affairs reporting requirements of Section 13 or 15(d) of the Group and generally to protect its interests as a Founding Shareholder in such form as it determines.
14.2 Without prejudice to the generality of Clause 14.1Exchange Act, the Company shall, and shall procure that each Company Group Member shall, supply each Founding Shareholder and/or its Directors with:
(a) unaudited financial statements of the Company Group at the quarterly Board meetings of the Company. If the Board meeting is not held within 30 days of the end of a calendar quarter then the Company or a Company Group Member shall in any event provide the unaudited quarterly financial statements to each Party on the 30th day after the end of the calendar quarter;
(b) annual audited financial statements under IFRS or PRC GAAP (where relevant), including cash flow statements as soon as they are available and no later than 120 days after the end of the relevant fiscal year;
(cB) a copy of monthly management accounts of each division of the Company Group and MIS Reports;
(d) written details (including the Board’s reasonable estimate of potential liability thereunder) of any litigation most recent annual or arbitration commenced or threatened against any Company Group Member which, if successful, would be likely to have a material adverse effect on the Company Group as soon as practicable after such litigation is threatened or commenced; and
(e) such additional information as may be reasonably requested by each Founding Shareholder.
14.3 If the Company fails to provide any information required by Clause 14.2 within the specified period, each Founding Shareholder shall be entitled to request the auditor quarterly report of the Company, or in the absence of their agreement within seven and (7C) days, to appoint another firm of accountants, to prepare such information at the Company’s expense other reports and documents filed by the Company with the Commission as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Shares without registration under the Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section 9(a)(ii) are to provide enable any such Holder to comply with the current public information requirement contained in paragraph (c) of Rule 144, should such Holder ever wish to dispose of any of the securities of the Company acquired by it without registration under the Act in reliance upon Rule 144 (or any other similar exemptive provision), and to procure qualify the provision of) all information Company for the use of registration statements on Form S-3. In addition, the Company shall take such other measures and file such other information, documents and reports, as shall hereafter be required by the auditors or accountants, Commission as the case may be, for such purpose.
14.4 Each Founding Shareholder shall be entitled to request information, records, statements and reports relating a condition to the financial affairs availability of the Company Group from the CFO and CEO subject to reasonable notice of not less than five Rule 144 (5or any similar exemptive provision hereafter in effect) Business Days, and the CFO and CEO, as the case may be, shall promptly provide such information requested (if readily available) and in any event within five (5) Business Days use of the request. Where the requested information is not readily available, the CFO and CEO, as the case may be, shall use his or her best endeavours to provide such information as soon as practicableForm S-3.
14.5 Each Founding Shareholder shall be entitled to make, to the Board, reasonable requests of site visits of the Company’s and the Company Group Member’s usual place of business between the hours 9am to 5pm on a Business Day and the Board shall not unreasonably decline such requests.
Appears in 1 contract
Information and Reporting. 14.1 A Founding Shareholder (i) The Company shall, at all times during which it is neither subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon the written request of any Stockholder, provide in writing to such Stockholder and to any prospective transferee of the Registrable Shares of such Stockholder the information concerning the Company described in Rule 144A(d)(4) or any successor rule under the Act ("Rule 144A Information"). Upon the written request of any Stockholder, the Company shall cooperate with and assist such Stockholder or any member of the National Association of Securities Dealers, Inc. PORTAL system in applying to designate and thereafter maintain the eligibility of the Registrable Shares for trading through PORTAL. The Company's obligations under this Section 8(a)(i) shall at all times be contingent upon receipt from the prospective transferee of Registrable Shares of a written agreement to take all reasonable precautions to safeguard the Rule 144A Information from disclosure to anyone other than Persons who will assist such transferee in evaluating the purchase of any Registrable Shares.
(ii) When it is first legally required to do so, the Company shall register its Common Stock under Section 12 of the Exchange Act and shall keep effective such registration and shall timely file such information, documents and reports as the Commission may examine require or prescribe under Section 13 of the books, records Exchange Act. From and accounts to be kept after the effective date of the first registration statement filed by the Company under the Act, the Company shall (whether or not it shall then be required to do so) timely file such information, documents and each reports which a corporation, partnership or other entity subject to Section 13 or 15(d) (whichever is applicable) of the Exchange Act is required to file. The Company Group Member. A Founding Shareholder shall be entitled to receive promptly upon request furnish any information held Holder of Registrable Shares (a) a written statement by the Company and each Company Group Member which such Founding Shareholder reasonably requires to keep that it properly informed about has complied with the business and affairs reporting requirements of Section 13 or 15(d) of the Group and generally to protect its interests as a Founding Shareholder in such form as it determines.
14.2 Without prejudice to the generality of Clause 14.1Exchange Act, the Company shall, and shall procure that each Company Group Member shall, supply each Founding Shareholder and/or its Directors with:
(a) unaudited financial statements of the Company Group at the quarterly Board meetings of the Company. If the Board meeting is not held within 30 days of the end of a calendar quarter then the Company or a Company Group Member shall in any event provide the unaudited quarterly financial statements to each Party on the 30th day after the end of the calendar quarter;
(b) annual audited financial statements under IFRS or PRC GAAP (where relevant), including cash flow statements as soon as they are available and no later than 120 days after the end of the relevant fiscal year;
(c) a copy of monthly management accounts of each division of the Company Group and MIS Reports;
(d) written details (including the Board’s reasonable estimate of potential liability thereunder) of any litigation most recent annual or arbitration commenced or threatened against any Company Group Member which, if successful, would be likely to have a material adverse effect on the Company Group as soon as practicable after such litigation is threatened or commenced; and
(e) such additional information as may be reasonably requested by each Founding Shareholder.
14.3 If the Company fails to provide any information required by Clause 14.2 within the specified period, each Founding Shareholder shall be entitled to request the auditor quarterly report of the Company, or in the absence of their agreement within seven and (7c) days, to appoint another firm of accountants, to prepare such information at the Company’s expense other reports and documents filed by the Company agrees to provide (or to procure with the provision of) all information required by the auditors or accountants, Commission as the case such Holder may be, for such purpose.
14.4 Each Founding Shareholder shall be entitled to reasonably request information, records, statements and reports relating to the financial affairs of the Company Group from the CFO and CEO subject to reasonable notice of not less than five (5) Business Days, and the CFO and CEO, as the case may be, shall promptly provide such information requested (if readily available) and in any event within five (5) Business Days of the request. Where the requested information is not readily available, the CFO and CEO, as the case may be, shall use his or her best endeavours to provide such information as soon as practicable.
14.5 Each Founding Shareholder shall be entitled to make, to the Board, reasonable requests of site visits of the Company’s and the Company Group Member’s usual place of business between the hours 9am to 5pm on a Business Day and the Board shall not unreasonably decline such requests.in
Appears in 1 contract
Sources: Registration Rights Agreement (Eventures Group Inc)
Information and Reporting. 14.1 A Founding Shareholder may examine From the books, records date of this Agreement and accounts to be kept by the Company and each Company Group Member. A Founding Shareholder shall be entitled to receive for so long as any information held by the Company and each Company Group Member which such Founding Shareholder reasonably requires to keep it properly informed about the business and affairs of the Group and generally to protect its interests as a Founding Shareholder in such form as it determines.
14.2 Without prejudice to the generality of Clause 14.1, the Company shall, and shall procure that each Company Group Member shall, supply each Founding Shareholder and/or its Directors withamount is outstanding under this Agreement:
(a) unaudited financial statements the Borrower shall provide the Lender, out of its own initiative and promptly upon becoming aware of it, with information on all material events related to the Borrower, its assets or its business, that are likely to affect its capacity to honor its obligations towards the Lender, or that are likely to have another Material Adverse Effect for the Lender, and in particular the details of any litigation, arbitration or administrative proceedings or investigations which are current, threatened or pending against the Borrower or any member of the Company Group at the quarterly Board meetings of the Company. If the Board meeting is not held within 30 days of the end of a calendar quarter then the Company or a Company Group Member shall in any event provide the unaudited quarterly financial statements to each Party on the 30th day after the end of the calendar quarterBorrower’s group;
(b) annual audited financial statements under IFRS or PRC GAAP (where relevant)the Borrower shall provide the Lender with a copy of its statutory and customary filings and reports, including cash flow statements as soon in particular its financial statements, intermediary balance sheets, quarterly reports etc., and at the same time as they are available and no later than 120 days after dispatched, copies of all documents dispatched by the end Borrower to its shareholders generally or its creditors generally (or any class of the relevant fiscal yearthem);
(c) a copy of monthly management accounts of each division the Borrower shall promptly provide the Lender with all information and documents reasonably requested by the Lender regarding the financial condition, business and operations of the Company Group and MIS ReportsBorrower or any member of the Borrower’s group;
(d) written details (including the Board’s reasonable estimate of potential liability thereunder) of any litigation or arbitration commenced or threatened against any Company Group Member which, if successful, would be likely Borrower shall allow the Borrower to have a material adverse effect on the Company Group as soon as practicable after such litigation is threatened or commenced; and
(e) such additional information as may be reasonably requested by each Founding Shareholder.
14.3 If the Company fails to provide any information required provided by Clause 14.2 within or on behalf of it to the specified period, each Founding Shareholder shall be entitled to request the auditor of the Company, or in the absence of their agreement within seven (7) days, to appoint another firm of accountants, to prepare such information at the Company’s expense and the Company agrees to provide (or to procure the provision of) all information required by the auditors or accountantsLender verified, as the case may bebe on location, for by an independent auditor sworn to professional secrecy and shall provide such purposeauditor with full access to its premises, books, records and data.
14.4 Each Founding Shareholder (e) The Borrower shall be entitled to request information, records, statements provide within 15 January 2022 the Lender with a copy (certified by a director) of (i) the agreement executed between the Borrower and reports relating to the financial affairs Guarantor in respect of the Company Loan amount lent by the Borrower to VDA Group from and (ii) the CFO and CEO subject to reasonable notice of not less than five (5) Business Days, and the CFO and CEO, as the case may be, shall promptly provide such information requested (if readily available) and in any event within five (5) Business Days resolution of the request. Where the requested information is not readily available, the CFO and CEO, as the case may be, shall use his or her best endeavours to provide such information as soon as practicable.
14.5 Each Founding Shareholder shall be entitled to make, to the Board, reasonable requests board of site visits directors of the Company’s and the Company Group Member’s usual place of business between the hours 9am to 5pm Guarantor held on a Business Day and the Board shall not unreasonably decline such requestsDecember 30, 2021.
Appears in 1 contract
Information and Reporting. 14.1 A Founding Shareholder (i) The Company shall, at all times during which it is neither subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon the written request of any Stockholder, provide in writing to such Stockholder and to any prospective transferee of the Registrable Shares of such Stockholder the information concerning the Company described in Rule 144A(d)(4) or any successor rule under the Securities Act ("RULE 144A INFORMATION"). Upon the written request of any Stockholder, the Company shall cooperate with and assist such Stockholder or any member of the National Association of Securities Dealers, Inc. PORTAL system in applying to designate and thereafter maintain the eligibility of the Registrable Shares for trading through PORTAL. The Company's obligations under this Section 9(a)(i) shall at all times be contingent upon receipt from the prospective transferee of Registrable Shares of a written agreement to take all reasonable precautions to safeguard the Rule 144A Information from disclosure to anyone other than Persons who will assist such transferee in evaluating the purchase of any Registrable Shares.
(ii) When it is first legally required to do so, the Company shall register its Common Stock under Section 12 of the Exchange Act and shall keep effective such registration and shall timely file such information, documents and reports as the Commission may examine require or prescribe under Section 13 of the books, records Exchange Act. From and accounts to be kept after the effective date of the first registration statement filed by the Company under the Securities Act, the Company shall (whether or not it shall then be required to do so) timely file such information, documents and each reports which a corporation, partnership or other entity subject to Section 13 or 15(d) (whichever is applicable) of the Exchange Act is required to file. The Company Group Member. A Founding Shareholder shall be entitled to receive promptly upon request furnish any information held Holder of Registrable Shares (a) a written statement by the Company and each Company Group Member which such Founding Shareholder reasonably requires to keep that it properly informed about has complied with the business and affairs reporting requirements of Section 13 or 15(d) of the Group and generally to protect its interests as a Founding Shareholder in such form as it determines.
14.2 Without prejudice to the generality of Clause 14.1Exchange Act, the Company shall, and shall procure that each Company Group Member shall, supply each Founding Shareholder and/or its Directors with:
(a) unaudited financial statements of the Company Group at the quarterly Board meetings of the Company. If the Board meeting is not held within 30 days of the end of a calendar quarter then the Company or a Company Group Member shall in any event provide the unaudited quarterly financial statements to each Party on the 30th day after the end of the calendar quarter;
(b) annual audited financial statements under IFRS or PRC GAAP (where relevant), including cash flow statements as soon as they are available and no later than 120 days after the end of the relevant fiscal year;
(c) a copy of monthly management accounts of each division of the Company Group and MIS Reports;
(d) written details (including the Board’s reasonable estimate of potential liability thereunder) of any litigation most recent annual or arbitration commenced or threatened against any Company Group Member which, if successful, would be likely to have a material adverse effect on the Company Group as soon as practicable after such litigation is threatened or commenced; and
(e) such additional information as may be reasonably requested by each Founding Shareholder.
14.3 If the Company fails to provide any information required by Clause 14.2 within the specified period, each Founding Shareholder shall be entitled to request the auditor quarterly report of the Company, or in the absence of their agreement within seven and (7c) days, to appoint another firm of accountants, to prepare such information at the Company’s expense other reports and documents filed by the Company with the Commission as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Shares without registration under the Securities Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section 9(a)(ii) are to provide enable any such Holder to comply with the current public information requirement contained in paragraph (c) of Rule 144 under the Securities Act, should such Holder ever wish to dispose of any of the securities of the Company acquired by it without registration under the Securities Act in reliance upon Rule 144 (or any other similar exemptive provision), and to procure qualify the provision of) all information Company for the use of registration statements on Form S-3. In addition, the Company shall take such other measures and file such other information, documents and reports, as shall hereafter be required by the auditors or accountants, Commission as the case may be, for such purpose.
14.4 Each Founding Shareholder shall be entitled to request information, records, statements and reports relating a condition to the financial affairs availability of Rule 144 under the Company Group from the CFO and CEO subject to reasonable notice of not less than five Securities Act (5or any similar exemptive provision hereafter in effect) Business Days, and the CFO and CEO, as the case may be, shall promptly provide such information requested (if readily available) and in any event within five (5) Business Days use of the requestForm S-3. Where the requested information is not readily available, the CFO and CEO, as the case may be, shall The Company also covenants to use his or her its best endeavours to provide such information as soon as practicable.
14.5 Each Founding Shareholder shall be entitled to makeefforts, to the Boardextent that it is reasonably within its power to do so, reasonable requests to qualify for the use of site visits of the Company’s and the Company Group Member’s usual place of business between the hours 9am to 5pm on a Business Day and the Board shall not unreasonably decline such requestsForm S-3.
Appears in 1 contract
Sources: Registration Rights Agreement (Eventures Group Inc)
Information and Reporting. 14.1 A Founding Shareholder (i) The Company shall, at all times during which it is neither subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon the written request of any Stockholder, provide in writing to such Stockholder and to any prospective transferee of the Registrable Shares of such Stockholder the information concerning the Company described in Rule 144A(d)(4) of the Act or any successor rule under the Act ("Rule 144A Information"). Upon the written request of any Stockholder, the Company shall cooperate with and assist such Stockholder or any member of the National Association of Securities Dealers, Inc. PORTAL system in applying to designate and thereafter maintain the eligibility of the Registrable Shares for trading through PORTAL. The Company's obligations under this Section 7(a)(i) shall at all times be contingent upon receipt from the prospective transferee of Registrable Shares of a written agreement to take all reasonable precautions to safeguard the Rule 144A Information from disclosure to anyone other than Persons who will assist such transferee in evaluating the purchase of any Registrable Shares.
(ii) When it is first legally required to do so, the Company shall register its Common Stock under Section 12 of the Exchange Act and shall keep effective such registration and shall timely file such information, documents and reports as the Commission may examine require or prescribe under Section 13 of the books, records Exchange Act. From and accounts to be kept after the effective date of the first Registration Statement filed by the Company under the Act, the Company shall (whether or not it shall then be required to do so) timely file such information, documents and each reports which a corporation, partnership or other entity subject to Section 13 or 15(d) (whichever is applicable) of the Exchange Act is required to file. The Company Group Member. A Founding Shareholder shall be entitled to receive promptly upon request furnish any information held Holder of Registrable Shares (A) a written statement by the Company and each Company Group Member which such Founding Shareholder reasonably requires to keep that it properly informed about has complied with the business and affairs reporting requirements of Section 13 or 15(d) of the Group and generally to protect its interests as a Founding Shareholder in such form as it determines.
14.2 Without prejudice to the generality of Clause 14.1Exchange Act, the Company shall, and shall procure that each Company Group Member shall, supply each Founding Shareholder and/or its Directors with:
(a) unaudited financial statements of the Company Group at the quarterly Board meetings of the Company. If the Board meeting is not held within 30 days of the end of a calendar quarter then the Company or a Company Group Member shall in any event provide the unaudited quarterly financial statements to each Party on the 30th day after the end of the calendar quarter;
(b) annual audited financial statements under IFRS or PRC GAAP (where relevant), including cash flow statements as soon as they are available and no later than 120 days after the end of the relevant fiscal year;
(cB) a copy of monthly management accounts of each division of the Company Group and MIS Reports;
(d) written details (including the Board’s reasonable estimate of potential liability thereunder) of any litigation most recent annual or arbitration commenced or threatened against any Company Group Member which, if successful, would be likely to have a material adverse effect on the Company Group as soon as practicable after such litigation is threatened or commenced; and
(e) such additional information as may be reasonably requested by each Founding Shareholder.
14.3 If the Company fails to provide any information required by Clause 14.2 within the specified period, each Founding Shareholder shall be entitled to request the auditor quarterly report of the Company, or in the absence of their agreement within seven and (7C) days, to appoint another firm of accountants, to prepare such information at the Company’s expense other reports and documents filed by the Company with the Commission as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Shares without registration under the Act. The Company acknowledges and agrees to provide (or to procure that the provision of) all information required by the auditors or accountants, as the case may be, for such purpose.
14.4 Each Founding Shareholder shall be entitled to request information, records, statements and reports relating to the financial affairs purposes of the Company Group from the CFO and CEO subject to reasonable notice of not less than five (5requirements contained in this Section 7(a)(ii) Business Days, and the CFO and CEO, as the case may be, shall promptly provide such information requested (if readily available) and in any event within five (5) Business Days of the request. Where the requested information is not readily available, the CFO and CEO, as the case may be, shall use his or her best endeavours to provide such information as soon as practicable.
14.5 Each Founding Shareholder shall be entitled to make, to the Board, reasonable requests of site visits of the Company’s and the Company Group Member’s usual place of business between the hours 9am to 5pm on a Business Day and the Board shall not unreasonably decline such requests.are
Appears in 1 contract
Sources: Registration Rights Agreement (Eventures Group Inc)
Information and Reporting. 14.1 A Founding Shareholder (i) The Company shall, at all times during which it is neither subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon the written request of any Stockholder, provide in writing to such Stockholder and to any prospective transferee of the Registrable Shares of such Stockholder the information concerning the Company described in Rule 144A(d)(4) or any successor rule under the Act ("Rule 144A Information"). Upon the written request of any Stockholder, the Company shall cooperate with and assist such Stockholder or any member of the National Association of Securities Dealers, Inc. PORTAL system in applying to designate and thereafter maintain the eligibility of the Registrable Shares for trading through PORTAL. The Company's obligations under this Section 8(a)(i) shall at all times be contingent upon receipt from the prospective transferee of Registrable Shares of a written agreement to take all reasonable precautions to safeguard the Rule 144A Information from disclosure to anyone other than Persons who will assist such transferee in evaluating the purchase of any Registrable Shares.
(ii) When it is first legally required to do so, the Company shall register its Common Stock under Section 12 of the Exchange Act and shall keep effective such registration and shall timely file such information, documents and reports as the Commission may examine require or prescribe under Section 13 of the books, records Exchange Act. From and accounts to be kept after the effective date of the first registration statement filed by the Company under the Act, the Company shall (whether or not it shall then be required to do so) timely file such information, documents and each reports which a corporation, partnership or other entity subject to Section 13 or 15(d) (whichever is applicable) of the Exchange Act is required to file. The Company Group Member. A Founding Shareholder shall be entitled to receive promptly upon request furnish any information held Holder of Registrable Shares (a) a written statement by the Company and each Company Group Member which such Founding Shareholder reasonably requires to keep that it properly informed about has complied with the business and affairs reporting requirements of Section 13 or 15(d) of the Group and generally to protect its interests as a Founding Shareholder in such form as it determines.
14.2 Without prejudice to the generality of Clause 14.1Exchange Act, the Company shall, and shall procure that each Company Group Member shall, supply each Founding Shareholder and/or its Directors with:
(a) unaudited financial statements of the Company Group at the quarterly Board meetings of the Company. If the Board meeting is not held within 30 days of the end of a calendar quarter then the Company or a Company Group Member shall in any event provide the unaudited quarterly financial statements to each Party on the 30th day after the end of the calendar quarter;
(b) annual audited financial statements under IFRS or PRC GAAP (where relevant), including cash flow statements as soon as they are available and no later than 120 days after the end of the relevant fiscal year;
(c) a copy of monthly management accounts of each division of the Company Group and MIS Reports;
(d) written details (including the Board’s reasonable estimate of potential liability thereunder) of any litigation most recent annual or arbitration commenced or threatened against any Company Group Member which, if successful, would be likely to have a material adverse effect on the Company Group as soon as practicable after such litigation is threatened or commenced; and
(e) such additional information as may be reasonably requested by each Founding Shareholder.
14.3 If the Company fails to provide any information required by Clause 14.2 within the specified period, each Founding Shareholder shall be entitled to request the auditor quarterly report of the Company, or in the absence of their agreement within seven and (7c) days, to appoint another firm of accountants, to prepare such information at the Company’s expense other reports and documents filed by the Company with the Commission as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Shares without registration under the Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section 8(a)(ii) are to provide enable any such Holder to comply with the current public information requirement contained in paragraph (c) of Rule 144 under the Act, should such Holder ever wish to dispose of any of the securities of the Company acquired by it without registration under the Act in reliance upon Rule 144 (or any other similar exemptive provision), and to procure qualify the provision of) all information Company for the use of registration statements on Form S-3. In addition, the Company shall take such other measures and file such other information, documents and reports, as shall hereafter be required by the auditors or accountants, Commission as the case may be, for such purpose.
14.4 Each Founding Shareholder shall be entitled to request information, records, statements and reports relating a condition to the financial affairs availability of Rule 144 under the Company Group from the CFO and CEO subject to reasonable notice of not less than five Act (5or any similar exemptive provision hereafter in effect) Business Days, and the CFO and CEO, as the case may be, shall promptly provide such information requested (if readily available) and in any event within five (5) Business Days use of the requestForm S-3. Where the requested information is not readily available, the CFO and CEO, as the case may be, shall The Company also covenants to use his or her its best endeavours to provide such information as soon as practicable.
14.5 Each Founding Shareholder shall be entitled to makeefforts, to the Boardextent that it is reasonably within its power to do so, reasonable requests to qualify for the use of site visits of the Company’s and the Company Group Member’s usual place of business between the hours 9am to 5pm on a Business Day and the Board shall not unreasonably decline such requestsForm S-3.
Appears in 1 contract
Sources: Registration Rights Agreement (Eventures Group Inc)
Information and Reporting. 14.1 A Founding Shareholder (i) The Company shall, at all times during which it is neither subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon the written request of any Stockholder, provide in writing to such Stockholder and to any prospective transferee of the Registrable Shares of such Stockholder the information concerning the Company described in Rule 144A(d)(4) or any successor rule under the Act ("Rule 144A Information"). The Company's obligations under this Section 9(a)(i) shall at all times be contingent upon receipt from the prospective transferee of Registrable Shares of a written agreement to take all reasonable precautions to safeguard the Rule 144A Information from disclosure to anyone other than persons who will assist such transferee in evaluating the purchase of any Registrable Shares.
(ii) The Company shall use its commercially reasonable efforts to timely file such information, documents and reports as the Commission may examine require or prescribe under Section 13 of the booksExchange Act. The Company shall use its commercially reasonable efforts to timely file such information, records documents and accounts reports which a corporation, partnership or other entity subject to be kept Section 13 or 15(d) (whichever is applicable) of the Exchange Act is required to file. The Company shall promptly upon request furnish any Holder of Registrable Shares (a) a written statement by the Company and each Company Group Member. A Founding Shareholder shall be entitled to receive any information held by that it has complied with the Company and each Company Group Member which such Founding Shareholder reasonably requires to keep it properly informed about the business and affairs reporting requirements of Section 13 or 15(d) of the Group and generally to protect its interests as a Founding Shareholder in such form as it determines.
14.2 Without prejudice to the generality of Clause 14.1Exchange Act, the Company shall, and shall procure that each Company Group Member shall, supply each Founding Shareholder and/or its Directors with:
(a) unaudited financial statements of the Company Group at the quarterly Board meetings of the Company. If the Board meeting is not held within 30 days of the end of a calendar quarter then the Company or a Company Group Member shall in any event provide the unaudited quarterly financial statements to each Party on the 30th day after the end of the calendar quarter;
(b) annual audited financial statements under IFRS or PRC GAAP (where relevant), including cash flow statements as soon as they are available and no later than 120 days after the end of the relevant fiscal year;
(c) a copy of monthly management accounts of each division of the Company Group and MIS Reports;
(d) written details (including the Board’s reasonable estimate of potential liability thereunder) of any litigation most recent annual or arbitration commenced or threatened against any Company Group Member which, if successful, would be likely to have a material adverse effect on the Company Group as soon as practicable after such litigation is threatened or commenced; and
(e) such additional information as may be reasonably requested by each Founding Shareholder.
14.3 If the Company fails to provide any information required by Clause 14.2 within the specified period, each Founding Shareholder shall be entitled to request the auditor quarterly report of the Company, or in the absence of their agreement within seven and (7c) days, to appoint another firm of accountants, to prepare such information at the Company’s expense other reports and documents filed by the Company with the Commission as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Shares without registration under the Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section 9(a)(ii) are to provide enable any such Holder to comply with the current public information requirement contained in paragraph (or c) of Rule 144, should such Holder ever wish to procure dispose of any of the provision of) all information required by the auditors or accountants, as the case may be, for such purpose.
14.4 Each Founding Shareholder shall be entitled to request information, records, statements and reports relating to the financial affairs securities of the Company Group from acquired by it without registration under the CFO and CEO subject to reasonable notice of not less than five Act in reliance upon Rule 144 (5) Business Daysor any other similar exemptive provision), and to qualify the CFO and CEO, as Company for the case may be, shall promptly provide such information requested (if readily available) and in any event within five (5) Business Days use of the requestregistration statements on Form S-3. Where the requested information is not readily availableIn addition, the CFO and CEO, as the case may be, Company shall use his or her best endeavours to provide such information as soon as practicable.
14.5 Each Founding Shareholder shall be entitled to make, to the Board, reasonable requests of site visits of the Company’s and the Company Group Member’s usual place of business between the hours 9am to 5pm on a Business Day and the Board shall not unreasonably decline such requests.take
Appears in 1 contract
Information and Reporting. 14.1 A Founding Shareholder Prior to each Board meeting and at other times as the Fund or Adviser may examine reasonably request, Sub-adviser will provide Adviser and the booksBoard with reports regarding Sub-adviser’s management of the Allocated Portion, records including written certifications that the Fund is in compliance with the Governing Documents with respect to the Allocated Portion, the 1940 Act and accounts to be kept by the Company applicable rules and each Company Group Member. A Founding Shareholder shall be entitled to receive any regulations thereunder, and such other information held by the Company and each Company Group Member which such Founding Shareholder reasonably requires to keep it properly informed about the business and affairs of the Group and generally to protect its interests as a Founding Shareholder Allocated Portion in such form as it determines.
14.2 Without prejudice may be mutually agreed upon by the Fund, Sub-adviser and Adviser. The Sub-adviser also will certify quarterly to the generality Fund and Adviser that it and its “Advisory Persons” (as defined in Rule 17j-1 under the ▇▇▇▇ ▇▇▇) have complied materially with the requirements of Clause 14.1, Rule 17j-1 during the Company shall, and shall procure that each Company Group Member shall, supply each Founding Shareholder and/or its Directors with:
(a) unaudited financial statements of the Company Group at the quarterly Board meetings of the Company. If the Board meeting is not held within 30 days of the end of a calendar previous quarter then the Company or a Company Group Member shall in any event provide the unaudited quarterly financial statements to each Party on the 30th day after the end of the calendar quarter;
(b) annual audited financial statements under IFRS or PRC GAAP (where relevant), including cash flow statements as soon as they are available and no later than 120 days after the end of the relevant fiscal year;
(c) a copy of monthly management accounts of each division of the Company Group and MIS Reports;
(d) written details (including the Board’s reasonable estimate of potential liability thereunder) of any litigation or arbitration commenced or threatened against any Company Group Member whichor, if successfulnot, would be likely explain what Sub-adviser has done to have a material adverse effect on the Company Group as soon as practicable after seek to ensure such litigation is threatened or commenced; and
(e) such additional information as may be reasonably requested by each Founding Shareholder.
14.3 If the Company fails to provide any information required by Clause 14.2 within the specified period, each Founding Shareholder shall be entitled to request the auditor of the Company, or compliance in the absence future. Annually, Sub-adviser will furnish a written report, which complies with the requirements of their agreement within seven (7) daysRule 17j-1 and Rule 38a-1 under the 1940 Act, to appoint another firm concerning the Sub-adviser’s code of accountantsethics and compliance program, to prepare such information at the Company’s expense and the Company agrees to provide (or to procure the provision of) all information required by the auditors or accountants, as the case may be, for such purpose.
14.4 Each Founding Shareholder shall be entitled to request information, records, statements and reports relating to the financial affairs of the Company Group from the CFO and CEO subject to reasonable notice of not less than five (5) Business Days, and the CFO and CEO, as the case may be, shall promptly provide such information requested (if readily available) and in any event within five (5) Business Days of the request. Where the requested information is not readily available, the CFO and CEO, as the case may be, shall use his or her best endeavours to provide such information as soon as practicable.
14.5 Each Founding Shareholder shall be entitled to makerespectively, to the Board, reasonable requests of site visits Fund and Adviser. Sub-adviser also will provide the Fund and Adviser with any information reasonably requested regarding its management of the Company’s Allocated Portion required for any Fund financial statement, shareholder report, amendment to the Registration Statement or prospectus supplement. Sub-adviser understands that the Fund will rely on such information in the preparation of such documents, and hereby covenants that any such information approved by Sub-adviser expressly for use in such documents shall be true and complete in all material respects. Sub-adviser will promptly inform the Company Group Member’s usual place of business between the hours 9am to 5pm on a Business Day Fund and the Board shall not unreasonably decline Adviser upon becoming aware that any material information in such requestsdocuments is (or will become) materially inaccurate or materially incomplete.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Kiewit Investment Fund LLLP)
Information and Reporting. 14.1 A Founding Shareholder (i) The Company shall, at all times during which it is neither subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon the written request of any Purchaser, provide in writing to such Purchaser and to any prospective transferee of the Registrable Stock of such Purchaser the information concerning the Company described in Rule 144A(d)(4) under the Securities Act ("Rule 144A Information"). Upon the written request of any Purchaser, the Company shall cooperate with and assist such Purchaser or any member of the National Association of Securities Dealers, Inc. PORTAL system in applying to designate and thereafter maintain the eligibility of the Registrable Stock for trading through PORTAL. The Company's obligations under this Paragraph 8(a) shall at all times be contingent upon receipt from the prospective transferee of Registrable Stock of a written agreement to take all reasonable precautions to safeguard the Rule 144A Information from disclosure to anyone other than Persons who will assist such transferee in evaluating the purchase of any Registrable Stock.
(ii) When it is first legally required to do so, the Company shall register its Common Stock under Section 12 of the Exchange Act and shall keep effective such registration and shall timely file such information, documents and reports as the Commission may examine require or prescribe under Section 13 of the books, records Exchange Act. From and accounts to be kept after the effective date of the first registration statement filed by the Company under the Securities Act, the Company shall (whether or not it shall then be required to do so) timely file such information, documents and each reports which a corporation, partnership or other entity subject to Section 13 or 15(d) (whichever is applicable) of the Exchange Act is required to file. Immediately upon becoming subject to the reporting requirements of either Section 13 or 15(d) of the Exchange Act, the Company Group Member. A Founding Shareholder shall be entitled to receive promptly upon request furnish any information held holder of Registrable Stock (a) a written statement by the Company and each Company Group Member which that it has complied with such Founding Shareholder reasonably requires to keep it properly informed about the business and affairs of the Group and generally to protect its interests as a Founding Shareholder in such form as it determines.
14.2 Without prejudice to the generality of Clause 14.1reporting requirements, the Company shall, and shall procure that each Company Group Member shall, supply each Founding Shareholder and/or its Directors with:
(a) unaudited financial statements of the Company Group at the quarterly Board meetings of the Company. If the Board meeting is not held within 30 days of the end of a calendar quarter then the Company or a Company Group Member shall in any event provide the unaudited quarterly financial statements to each Party on the 30th day after the end of the calendar quarter;
(b) annual audited financial statements under IFRS or PRC GAAP (where relevant), including cash flow statements as soon as they are available and no later than 120 days after the end of the relevant fiscal year;
(c) a copy of monthly management accounts of each division of the Company Group and MIS Reports;
(d) written details (including the Board’s reasonable estimate of potential liability thereunder) of any litigation most recent annual or arbitration commenced or threatened against any Company Group Member which, if successful, would be likely to have a material adverse effect on the Company Group as soon as practicable after such litigation is threatened or commenced; and
(e) such additional information as may be reasonably requested by each Founding Shareholder.
14.3 If the Company fails to provide any information required by Clause 14.2 within the specified period, each Founding Shareholder shall be entitled to request the auditor quarterly report of the Company, or in the absence of their agreement within seven and (7c) days, to appoint another firm of accountants, to prepare such information at the Company’s expense other reports and documents filed by the Company with the Commission as such holder may reasonably request in availing itself of an exemption for the sale of Registrable Stock without registration under the Securities Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Paragraph 8(a)(ii) are to provide enable any such holder to comply with the current public information requirement contained in paragraph (c) of Rule 144 under the Securities Act, should such holder ever wish to dispose of any of the securities of the Company acquired by it without registration under the Securities Act in -------------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT - PAGE 10 (INFINITY/ORIX) reliance upon Rule 144 (or any other similar exemptive provision), and to procure qualify the provision of) all information Company for the use of registration statements on Form S-3. In addition, the Company shall take such other measures and file such other information, documents and reports, as shall hereafter be required by the auditors or accountants, Commission as the case may be, for such purpose.
14.4 Each Founding Shareholder shall be entitled to request information, records, statements and reports relating a condition to the financial affairs availability of Rule 144 under the Company Group from the CFO and CEO subject to reasonable notice of not less than five Securities Act (5or any similar exemptive provision hereafter in effect) Business Days, and the CFO and CEO, as the case may be, shall promptly provide such information requested (if readily available) and in any event within five (5) Business Days use of the requestForm S-3. Where the requested information is not readily available, the CFO and CEO, as the case may be, shall The Company also covenants to use his or her its best endeavours to provide such information as soon as practicable.
14.5 Each Founding Shareholder shall be entitled to makeefforts, to the Boardextent that it is reasonably within its power to do so, reasonable requests to qualify for the use of site visits of the Company’s and the Company Group Member’s usual place of business between the hours 9am to 5pm on a Business Day and the Board shall not unreasonably decline such requestsForm S-3.
Appears in 1 contract
Sources: Securities Purchase Agreement (Eventures Group Inc)
Information and Reporting. 14.1 A Founding Shareholder (i) The Company shall, at all times during which it is neither subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon the written request of any Securityholder, provide in writing to such Securityholder and to any prospective transferee of the Registrable Shares of such Securityholder the information concerning the Company described in Rule 144A(d)(4) or any successor rule under the Act ("Rule 144 Information"). Upon the written request of any Securityholder, the Company shall cooperate with and assist such Securityholder or any member of the National Association of Securities Dealers, Inc. PORTAL system in applying to designate and thereafter maintain the eligibility of the Registrable Shares for trading through PORTAL. The Company's obligations under this Section 9(a)(i) shall at all times be contingent upon receipt from the prospective transferee of Registrable Shares of a written agreement to take all reasonable precautions to safeguard the Rule 144A Information from disclosure to anyone other than Persons who will assist such transferee in evaluating the purchase of any Registrable Shares.
(ii) When it is first legally required to do so, the Company shall register its Common Stock under Section 12 of the Exchange Act and shall keep effective such registration and shall timely file such information, documents and reports as the Commission may examine require or prescribe under Section 13 of the booksExchange Act. The Company shall (whether or not it shall then be required to do so) timely file such information, records documents and accounts reports which a corporation, partnership or other entity subject to be kept Section 13 or 15(d) (whichever is applicable) of the Exchange Act is required to file. The Company shall promptly upon request furnish any Holder of Registrable Shares (A) a written statement by the Company and each Company Group Member. A Founding Shareholder shall be entitled to receive any information held by that it has complied with the Company and each Company Group Member which such Founding Shareholder reasonably requires to keep it properly informed about the business and affairs reporting requirements of Section 13 or 15(d) of the Group and generally to protect its interests as a Founding Shareholder in such form as it determines.
14.2 Without prejudice to the generality of Clause 14.1Exchange Act, the Company shall, and shall procure that each Company Group Member shall, supply each Founding Shareholder and/or its Directors with:
(a) unaudited financial statements of the Company Group at the quarterly Board meetings of the Company. If the Board meeting is not held within 30 days of the end of a calendar quarter then the Company or a Company Group Member shall in any event provide the unaudited quarterly financial statements to each Party on the 30th day after the end of the calendar quarter;
(b) annual audited financial statements under IFRS or PRC GAAP (where relevant), including cash flow statements as soon as they are available and no later than 120 days after the end of the relevant fiscal year;
(cB) a copy of monthly management accounts of each division of the Company Group and MIS Reports;
(d) written details (including the Board’s reasonable estimate of potential liability thereunder) of any litigation most recent annual or arbitration commenced or threatened against any Company Group Member which, if successful, would be likely to have a material adverse effect on the Company Group as soon as practicable after such litigation is threatened or commenced; and
(e) such additional information as may be reasonably requested by each Founding Shareholder.
14.3 If the Company fails to provide any information required by Clause 14.2 within the specified period, each Founding Shareholder shall be entitled to request the auditor quarterly report of the Company, or in the absence of their agreement within seven and (7C) days, to appoint another firm of accountants, to prepare such information at the Company’s expense other reports and documents filed by the Company with the Commission as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Shares without registration under the Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section 9(a)(ii) are to provide enable any such Holder to comply with the current public information requirement contained in paragraph (c) of Rule 144, should such Holder ever wish to dispose of any of the securities of the Company acquired by it without registration under the Act in reliance upon Rule 144 (or any other similar exemptive provision), and to procure qualify the provision of) all information Company for the use of registration statements on Form S-3. In addition, the Company shall take such other measures and file such other information, documents and reports, as shall hereafter be required by the auditors or accountants, Commission as the case may be, for such purpose.
14.4 Each Founding Shareholder shall be entitled to request information, records, statements and reports relating a condition to the financial affairs availability of the Company Group from the CFO and CEO subject to reasonable notice of not less than five Rule 144 (5or any similar exemptive provision hereafter in effect) Business Days, and the CFO and CEO, as the case may be, shall promptly provide such information requested (if readily available) and in any event within five (5) Business Days use of the request. Where the requested information is not readily available, the CFO and CEO, as the case may be, shall use his or her best endeavours to provide such information as soon as practicableForm S-3.
14.5 Each Founding Shareholder shall be entitled to make, to the Board, reasonable requests of site visits of the Company’s and the Company Group Member’s usual place of business between the hours 9am to 5pm on a Business Day and the Board shall not unreasonably decline such requests.
Appears in 1 contract
Sources: Registration Rights Agreement (Eventures Group Inc)