Information and Reporting. (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 require or prescribe under Section 13 of the Exchange Act. From and 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 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 shall promptly upon request furnish any Holder of Registrable Shares (a) a written statement by the Company that it has complied with the reporting requirements of Section 13 or 15(d) of the Exchange Act, (b) a copy of the most recent annual or quarterly report of the Company, and (c) such 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 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 qualify
Appears in 2 contracts
Sources: Registration Rights Agreement (Eventures Group Inc), Registration Rights Agreement (Eventures Group Inc)
Information and Reporting. (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)(i9(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 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 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 require or prescribe under Section 13 of the Exchange Act. From and after the effective date of the first registration statement filed by the Company under the Act, the The Company shall (whether or not it shall then be required to do so) timely file such information, documents and 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 shall promptly upon request furnish any Holder of Registrable Shares (a) a written statement by the Company that it has complied with the reporting requirements of Section 13 or 15(d) of the Exchange Act, (b) a copy of the most recent annual or quarterly report of the Company, and (c) such 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)(ii9(a)(ii) are to enable any such Holder to comply with the current public information requirement contained in paragraph (c) of Rule 144 under the Act144, 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 qualifyqualify the 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 Commission as a condition to the availability of Rule 144 (or any similar exemptive provision hereafter in effect) and the use of Form S-3. The Company also covenants to use its commercially reasonable efforts, to the extent that it is reasonably within its power to do so, to qualify for the use of Form S-3.
Appears in 2 contracts
Sources: Registration Rights Agreement (Eventures Group Inc), Registration Rights Agreement (Eventures Group Inc)
Information and Reporting. (i) The 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, 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 informationprocure that each Company Group Member shall, documents and reports as the Commission may require or prescribe under Section 13 of the Exchange Act. From and 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 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 shall promptly upon request furnish any Holder of Registrable Shares supply each Founding Shareholder and/or its Directors with:
(a) a written statement by unaudited financial statements of the Company that it has complied with Group at the reporting requirements of Section 13 or 15(d) quarterly Board meetings of the Exchange Act, 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 most recent annual Company Group and MIS Reports;
(d) written details (including the Board’s reasonable estimate of potential liability thereunder) of any litigation or quarterly report 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 (cor to procure the provision of) such other reports and documents filed all information required by the Company with auditors or accountants, as the Commission as case may be, for such Holder may reasonably purpose.
14.4 Each Founding Shareholder shall be entitled to request in availing itself of an exemption for information, records, statements and reports relating to 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 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 financial affairs of the Company acquired by it without registration under Group from the Act in reliance upon Rule 144 CFO and CEO subject to reasonable notice of not less than five (or any other similar exemptive provision)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 qualifyprovide 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. (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)(i9(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 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 The Company shall register use its Common Stock under Section 12 of the Exchange Act and shall keep effective such registration and shall commercially reasonable efforts to timely file such information, documents and reports as the Commission may require or prescribe under Section 13 of the Exchange Act. From and after the effective date of the first registration statement filed by the Company under the Act, the The Company shall (whether or not it shall then be required use its commercially reasonable efforts to do so) timely file such information, documents and 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 shall promptly upon request furnish any Holder of Registrable Shares (a) a written statement by the Company that it has complied with the reporting requirements of Section 13 or 15(d) of the Exchange Act, (b) a copy of the most recent annual or quarterly report of the Company, and (c) such 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)(ii9(a)(ii) are to enable any such Holder to comply with the current public information requirement contained in paragraph (c) of Rule 144 under the Act144, 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 qualifyqualify the Company for the use of registration statements on Form S-3. In addition, the Company shall take
Appears in 1 contract
Information and Reporting. (i) The 14.1 A Shareholder may examine the books, records and accounts to be kept by the Company and each Group Company. A Shareholder shall be entitled to receive any information held by the Company and each Group Company which such Shareholder reasonably requires to keep it properly informed about the business and affairs of such Group Company and generally to protect its interests as a Shareholder.
14.2 Without prejudice to the generality of Clause 14.1, the Company and each Group 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 each Shareholder shall procure that the Company described in Rule 144A(d)(4) or any successor rule under the Act ("Rule 144A Information"). Upon the written request of any Stockholderand each Group Company shall, 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.supply each Shareholder with:
(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 require or prescribe under Section 13 of the Exchange Act. From and 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 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 shall promptly upon request furnish any Holder of Registrable Shares (a) unaudited financial statements of the Group Companies at the quarterly Board meetings of the Company. If the Board meeting is not held within thirty (30) days of the end of a written statement by calendar quarter then the Company that it has complied with or a Group Company shall in any event provide the reporting requirements of Section 13 or 15(dunaudited quarterly financial statements to each Party on the thirtieth (30th) day after the end of the Exchange Act, 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 Financial Year;
(c) a copy of monthly management accounts (including monthly income statement, cash flow statement and balance sheet) of each Group Company;
(d) written details (including the most recent annual Board’s reasonable estimate of potential liability thereunder) of any litigation or quarterly report arbitration commenced or threatened against any Group Company which, if successful, would be likely to have a material adverse effect on the Group Company as soon as practicable after such litigation is threatened or commenced.
14.3 Each Shareholder shall be entitled to request information, records, statements and reports relating to the financial affairs of the CompanyGroup Companies 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 (cif readily available) such 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 any event within five (5) Business Days of the requirements contained in this Section 8(a)(ii) are 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 enable any provide 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 qualifyas soon as practicable.
Appears in 1 contract
Sources: Shareholders Agreement (Emcore Corp)