Provision of Financial Statements and Other Information. (a) The Issuer shall furnish to the Holders, within the time periods specified in the Commission’s rules and regulations but whether or not required by the Commission, (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 20-F, 40-F and 6-K, as applicable, if the Issuer were required to file such Forms, or (ii) so long as (A) CanWest is required to file periodic reports with the Commission under the Exchange Act and is in compliance with such requirements and (B) the Issuer is required to make publicly available periodic reports at least quarterly and annually under applicable Canadian law and files such reports on the SEDAR® system or any successor system, then the Issuer may, in lieu of its obligation under clause (i) above, furnish to the Holders, within the time periods specified in the applicable rules and regulations, all such periodic reports so required to be made publicly available, including in the case of either clause (i) or clause (ii), a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s chartered accountants; provided that such information may be prepared in accordance with GAAP so long as it is reconciled to generally accepted accounting principles in the United States as permitted or required by the Commission for foreign private issuers. (b) For as long as the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Issuer and the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (c) In the event clause (i) of paragraph (a) applies, whether or not required by the Commission, the Issuer shall file a copy of all of the information and reports referred to in paragraph (a) with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing that does not contain all of the information required by the Commission’s rules) and make such information available to prospective investors upon request. The Issuer will also furnish to Holders and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) At the Issuer’s expense, the Issuer shall cause all reports and other information referred to in paragraphs (a), (b) and (c) above to be mailed to the Trustee and to the Noteholders at their addresses appearing in the Register within 15 days after they file them as required. (e) The Issuer shall, upon request, provide to any Noteholder or any prospective transferee of any such Noteholder any information concerning the Issuer (including financial statements) necessary in order to permit such Noteholder to sell or transfer Notes in compliance with Rule 144A under the Securities Act; provided, however, that the Issuer shall not be required to furnish such information in connection with any request made on or after the date which is two years from the later of (i) the date such Note (or any predecessor Note) was acquired from the Issuer or (ii) the date such Note (or any predecessor Note) was last acquired from an “affiliate” of the Issuer within the meaning of Rule 144 under the Securities Act.
Appears in 1 contract
Sources: Indenture (Canwest Media Inc)
Provision of Financial Statements and Other Information. (aA) The Issuer shall Whether or not required by the Commission, so long as any Notes are outstanding, the Company will furnish to the Trustee and the Holders, within the time periods specified in the Commission’s 's rules and regulations but whether or not required by the Commission, regulations:
(i1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 2010-F, 40Q and 10-F and 6-K, as applicable, K if the Issuer Company were required to file such Forms, or (ii) so long as (A) CanWest is required to file periodic reports with the Commission under the Exchange Act and is in compliance with such requirements and (B) the Issuer is required to make publicly available periodic reports at least quarterly and annually under applicable Canadian law and files such reports on the SEDAR® system or any successor system, then the Issuer may, in lieu of its obligation under clause (i) above, furnish to the Holders, within the time periods specified in the applicable rules and regulations, all such periodic reports so required to be made publicly available, including in the case of either clause (i) or clause (ii), a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s chartered Company's certified independent accountants; provided and
(2) all current reports that such information may would be prepared in accordance required to be filed with GAAP so long as it is reconciled to generally accepted accounting principles in the United States as permitted or required by the Commission for foreign private issuers.
(b) For as long as on Form 8-K if the Issuer Company were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph (a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s 's Discussion and Analysis of Financial Condition and Results of Operations,” , of the financial condition and results of operations of the Issuer Company and the its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company.
(cB) In the event clause (i) of paragraph (a) appliesaddition, whether or not required by the Commission, the Issuer Company shall file a copy of all of the information and reports referred to in paragraph clauses (aA)(1) and (A)(2) above with the Commission for public availability within the time periods specified in the Commission’s 's rules and regulations (unless the Commission will not accept such a filing that does not contain all and commencing with the effectiveness of a registration statement relating to the information required by the Commission’s rulesExchange Notes) and make such information available to securities analysts and prospective investors upon request. The Issuer will Company shall also furnish to Holders Holders, securities analysts and prospective investors upon request the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. The Company shall also comply with the provisions of TIA Section 314(a).
(d) At the Issuer’s expense, the Issuer shall cause all reports and other information referred to in paragraphs (a), (b) and (c) above to be mailed to the Trustee and to the Noteholders at their addresses appearing in the Register within 15 days after they file them as required.
(e) The Issuer shall, upon request, provide to any Noteholder or any prospective transferee of any such Noteholder any information concerning the Issuer (including financial statements) necessary in order to permit such Noteholder to sell or transfer Notes in compliance with Rule 144A under the Securities Act; provided, however, that the Issuer shall not be required to furnish such information in connection with any request made on or after the date which is two years from the later of (i) the date such Note (or any predecessor Note) was acquired from the Issuer or (ii) the date such Note (or any predecessor Note) was last acquired from an “affiliate” of the Issuer within the meaning of Rule 144 under the Securities Act.
Appears in 1 contract
Sources: Indenture (Mariner Health Care Inc)
Provision of Financial Statements and Other Information. (a) The After the Amalgamation, and so long as any Notes are outstanding, the Issuer shall furnish to the Holders, within the time periods specified in the Commission’s rules and regulations but whether or not required by the Commission, (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 20-F, 40-F and 6-K, as applicable, if the Issuer were required to file such Forms, or (ii) so long as (A) CanWest is required to file periodic reports with the Commission under the Exchange Act and is in compliance with such requirements and (B) the Issuer is required to make publicly available periodic reports at least quarterly and annually under applicable Canadian law and files such reports on the SEDAR® system or any successor system, then the Issuer may, in lieu of its obligation under clause (i) above, furnish to the Holders, within the time periods specified in the applicable rules and regulations, all such periodic reports so required to be made publicly available, including in the case of either clause (i) or clause (ii), a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s chartered accountants; provided that such information may be prepared in accordance with GAAP so long as it is reconciled to generally accepted accounting principles in the United States as permitted or required by the Commission for foreign private issuers.
(b) For as long as the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Issuer and the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(c) In the event clause (i) of paragraph (a) applies, whether or not required by the Commission, the Issuer shall file a copy of all of the information and reports referred to in paragraph (a) with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing that does not contain all of the information required by the Commission’s rules) and make such information available to prospective investors upon request. The Issuer will also furnish to Holders and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(d) At the Issuer’s expense, the Issuer shall cause all reports and other information referred to in paragraphs (a), (b) and (c) above to be mailed to the Trustee and to the Noteholders at their addresses appearing in the Register within 15 days after they file them as required.
(e) The Issuer shall, upon request, provide to any Noteholder or any prospective transferee of any such Noteholder any information concerning the Issuer (including financial statements) necessary under Rule 144(d)(4) under the Securities Act in order to permit such Noteholder to sell or transfer Notes in compliance with Rule 144A under the Securities Act; provided, however, that the Issuer shall not be required to furnish such information in connection with any request made on or after the date which is two years from the later of (i) the date such Note (or any predecessor Note) was acquired from the Issuer or (ii) the date such Note (or any predecessor Note) was last acquired from an “affiliate” of the Issuer within the meaning of Rule 144 under the Securities Act.
Appears in 1 contract
Sources: Indenture (Canwest Media Inc)
Provision of Financial Statements and Other Information. (a) The Issuer shall furnish to the Holders, within the time periods specified in the Commission’s 's rules and regulations but whether or not required by the Commission, (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 20-F, 40-F and 6-K, as applicable, if the Issuer were required to file such Forms, or (ii) so long as (A) CanWest is required to file periodic reports with the Commission under the Exchange Act and is in compliance with such requirements and (B) the Issuer is required to make publicly available periodic reports at least quarterly and annually under applicable Canadian law and files such reports on the SEDAR® SEDAR(R) system or any successor system, then the Issuer may, in lieu of its obligation under clause (i) above, furnish to the Holders, within the time periods specified in the applicable rules and regulations, all such periodic reports so required to be made publicly available, including in the case of either clause (i) or clause (ii), a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s 's chartered accountants; provided that such information may be prepared in accordance with GAAP so long as it is reconciled to generally accepted accounting principles in the United States as permitted or required by the Commission for foreign private issuers.
(b) For as long as the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations,” " of the financial condition and results of operations of the Issuer and the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(c) In the event clause (i) of paragraph (a) applies, whether or not required by the Commission, the Issuer shall file a copy of all of the information and reports referred to in paragraph (a) with the Commission for public availability within the time periods specified in the Commission’s 's rules and regulations (unless the Commission will not accept such a filing that does not contain all of the information required by the Commission’s 's rules) and make such information available to prospective investors upon request. The Issuer will also furnish to Holders and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(d) At the Issuer’s 's expense, the Issuer shall cause all reports and other information referred to in paragraphs (a), (b) and (c) above to be mailed to the Trustee and to the Noteholders at their addresses appearing in the Register within 15 days after they file them as required.
(e) The Issuer shall, upon request, provide to any Noteholder or any prospective transferee of any such Noteholder any information concerning the Issuer (including financial statements) necessary in order to permit such Noteholder to sell or transfer Notes in compliance with Rule 144A under the Securities Act; provided, however, that the Issuer shall not be required to furnish such information in connection with any request made on or after the date which is two years from the later of (i) the date such Note (or any predecessor Note) was acquired from the Issuer or (ii) the date such Note (or any predecessor Note) was last acquired from an “"affiliate” " of the Issuer within the meaning of Rule 144 under the Securities Act.
Appears in 1 contract
Sources: Indenture (Canwest Media Inc)
Provision of Financial Statements and Other Information. (aA) The Issuer shall Whether or not required by the Commission, so long as any Notes are outstanding, the Company will furnish to the Trustee and the Holders, within the time periods specified in the Commission’s 's rules and regulations but whether or not required by the Commission, regulations:
(i1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 2010-F, 40Q and 10-F and 6-K, as applicable, K if the Issuer Company were required to file such Forms, or (ii) so long as (A) CanWest is required to file periodic reports with the Commission under the Exchange Act and is in compliance with such requirements and (B) the Issuer is required to make publicly available periodic reports at least quarterly and annually under applicable Canadian law and files such reports on the SEDAR® system or any successor system, then the Issuer may, in lieu of its obligation under clause (i) above, furnish to the Holders, within the time periods specified in the applicable rules and regulations, all such periodic reports so required to be made publicly available, including in the case of either clause (i) or clause (ii), a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s chartered Company's certified independent accountants; provided and
(2) all current reports that such information may would be prepared in accordance required to be filed with GAAP so long as it is reconciled to generally accepted accounting principles in the United States as permitted or required by the Commission for foreign private issuers.
(b) For as long as on Form 8-K if the Issuer Company were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph (a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s 's Discussion and Analysis of Financial Condition and Results of Operations,” , of the financial condition and results of operations of the Issuer Company and the its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company.
(cB) In the event clause (i) of paragraph (a) appliesaddition, whether or not required by the Commission, the Issuer shall Company will file a copy of all of the information and reports referred to in paragraph clauses (aA)(1) and (A)(2) above with the Commission for public availability within the time periods specified in the Commission’s 's rules and regulations (unless the Commission will not accept such a filing that does not contain all and commencing with the effectiveness of a registration statement relating to the information required by the Commission’s rules) and make such information available to prospective investors upon requestExchange Notes). The Issuer Company will also furnish to Holders Holders, securities analysts and prospective investors upon request the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. The Issuers shall also comply with the provisions of TIA Section 314(a).
(d) At the Issuer’s expense, the Issuer shall cause all reports and other information referred to in paragraphs (a), (b) and (c) above to be mailed to the Trustee and to the Noteholders at their addresses appearing in the Register within 15 days after they file them as required.
(e) The Issuer shall, upon request, provide to any Noteholder or any prospective transferee of any such Noteholder any information concerning the Issuer (including financial statements) necessary in order to permit such Noteholder to sell or transfer Notes in compliance with Rule 144A under the Securities Act; provided, however, that the Issuer shall not be required to furnish such information in connection with any request made on or after the date which is two years from the later of (i) the date such Note (or any predecessor Note) was acquired from the Issuer or (ii) the date such Note (or any predecessor Note) was last acquired from an “affiliate” of the Issuer within the meaning of Rule 144 under the Securities Act.
Appears in 1 contract
Sources: Indenture (Norcross Capital Corp)