Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (and provide the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC), (i) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date, (ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date, (iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and (iv) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes in addition to providing such information to the Trustee and the holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement. (b) In the event that: (i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand. (c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s website.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that the Issuer Holdings III may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or that Holdings III does not otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer Holdings III shall file with the SEC (and provide make available to the Trustee and holders with copies thereofHolders of the Notes (without exhibits), without cost to each holderany Holder, within 15 days after it files them with the SEC)) from and after the Issue Date,
(i1) within the 90 days (or any other time period specified then in effect under the SEC’s rules and regulations for of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filersfiler) after the end of each fiscal year, annual reports on Form 10-K (K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form), except that such report on ;
(2) within 45 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K (or any successor or comparable formQ by a non-accelerated filer) will not be required until the earlier of (x) the 105th day following after the end of such each of the first three fiscal year or (y) the 90th day following the end quarters of such each fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filersyear, reports on Form 10-Q (containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,;
(iii3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (K, or any successor or comparable form), ; and
(iv4) any other information, documents and other reports which the Issuer Holdings III would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case, in a manner that complies in all material respects with the requirements specified in such form (assuming Holdings III were a U.S. person with only unsecured debt registered under the Securities Act); provided, however, that the Issuer Holdings III shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer Holdings III will make available such information to prospective purchasers of Notes Notes, in addition to providing such information to the Trustee and the holdersHolders of the Notes, in each case within 15 days after the time the Issuer Holdings III would be required to file such information with the SEC SEC, if it were subject to Section Sections 13 or 15(d) of the Exchange Act. Delivery of such reports, subject, in information and documents to the case Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any such informationinformation contained therein, certificates or reports provided prior to the effectiveness including compliance with any of the Exchange Offer Registration Statement or Shelf Registration Statement, covenants hereunder (as to exceptions consistent with which the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required Trustee is entitled to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entityrely exclusively on Officer’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon requestCertificates). In addition, to the Issuer has agreed thatextent not satisfied by the foregoing, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Actare outstanding, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will Holdings III shall furnish to the holders of the Notes Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(b) For so long as Parent, Holdings II or any other direct or indirect parent company of Holdings III is a Guarantor, Holdings III shall be permitted to satisfy its obligations under this Section 4.03 with respect to financial information relating to Holdings III by furnishing financial information relating to Parent, Holdings II or such other parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Parent, Holdings II or such other parent, on the one hand, and the information relating to Holdings III and its Restricted Subsidiaries on a standalone basis, on the other hand or, at Holdings III’s option, substantially in the form required by Rule 3-10(d) of Regulation S-X or any successor thereto.
(c) Notwithstanding anything herein to the foregoingcontrary, the Issuer Holdings III will not be deemed to have furnished such reports referred failed to above to the Trustee and the holders if the Issuer has filed such reports comply with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements any of its obligations under this Section 4.02 shall be deemed satisfied prior to 4.03 for purposes of clause (3) under Section 6.01 until 120 days after the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and date any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in report is due under this Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s website4.03.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that So long as any Notes are outstanding, unless the Issuer may not be Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or and otherwise report on an annual and quarterly basis on forms provided for complies with such annual and quarterly reporting pursuant to rules and regulations promulgated by the SECrequirements, the Issuer shall file with the SEC (and Company must provide without cost in electronic format to the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC),Holders:
(i) within 45 days of the time period specified in end of any fiscal quarter (other than any fiscal quarter end that coincides with the SEC’s rules and regulations for non-accelerated filersend of a fiscal year), all quarterly and, within 90 days of the end of any fiscal year, annual reports on Form 10-K financial statements (or any successor or comparable formincluding footnote disclosure) containing the information that would be required to be contained therein (or in a filing with the SEC on Forms 10-Q and 10-K, as applicable, if the Company were required in such successor or comparable form)to file these Forms, except that such and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on Form 10-K (or any successor or comparable form) will not be required until the earlier of (x) annual financial statements by the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,Company’s certified independent accountants; and
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports on Form 10-Q 15 Business Days (or any successor or comparable formsuch longer time if permitted under Form 8-K) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes in addition to providing such information to the Trustee and the holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of all current reports that would be required to be provided filed with the SEC on Form 8-K if the Company were required to file these reports to the Trustee extent such reports relate to the occurrence of any event which would require an 8-K to be filed (except to the extent the Company reasonably and in good faith determines that such an event is not material in any respect to the holders Holders of the Notes) pursuant to the following Items set forth in the instruction to Form 8-K: (i) Item 1.01 Entry into a Material Definitive Agreement; (ii) Item 1.02 Termination of a Material Definitive Agreement; (iii) Item 1.03 Bankruptcy or Receivership, (iv) Item 2.01 Completion of Acquisition or Disposition, (v) Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement, (vi) Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, (vii) Item 2.05 Costs Associated with Exit or Disposal Activities, (viii) Item 2.06 Material Impairment, (ix) Item 4.01 Change in Certifying Accountant, (x) Item 4.02 Non-Reliance on the Issuer’s website.Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, (xi) Item 5.01 Change in Control, (xii) Item 5.02 (a), (b), (c)(1) and (d)(1)-(3)
Appears in 1 contract
Sources: Indenture (PBF Holding Co LLC)
Reports and Other Information. (a) Notwithstanding that the Issuer Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer Company shall file with the SEC (and provide the Trustee and holders Holders with copies thereof, without cost to each holderHolder, within 15 days after it files them with the SEC),
(ia) within 90 days after the time end of each fiscal year (or such longer period specified in as may be permitted by the SEC’s rules and regulations for SEC if the Company were then subject to such SEC reporting requirements as a non-accelerated filersfiler), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form)) including, except that such report on Form 10-K without limitation, a management’s discussion and analysis of financial information,
(or any successor or comparable formb) will not be required until the earlier of (x) the 105th day following within 45 days after the end of such each of the first three fiscal quarters of each fiscal year (or (y) such longer period as may be permitted by the 90th day following the end of such fiscal year SEC if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior Company were then subject to such date,
(ii) within the time period specified in the SEC’s rules and regulations for SEC reporting requirements as a non-accelerated filersfiler), quarterly reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form)) including, except that in the case without limitation, a management’s discussion and analysis of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such datefinancial information,
(iiic) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in for filing current reports on Form 8-K by the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(ivd) any other information, documents and other reports which that the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available Company shall put such information to prospective purchasers of Notes on its website, in addition to providing such information to the Trustee and the holdersHolders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. For avoidance of doubt, subjectthe obligations of the Company under this Section 4.02 shall commence with respect to the Company’s first fiscal quarter that ends after the Issue Date. Notwithstanding the foregoing, in the case of any such information, certificates or reports provided prior to the effectiveness of a registration statement relating to the Registered Exchange Offer or a Shelf Registration Statement or Shelf Registration Statement, with respect to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoingSecurities, the Issuer shall Company will not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K or by Item 3-10 of Regulation S-X. In addition, to the extent not satisfied by the foregoing, the Company shall, for so long as any Securities are outstanding, furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Company will be deemed to have furnished such reports referred to above to the Trustee and the Holders if the Company or any direct or indirect parent of the Company (including Holdings) has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. Notwithstanding the foregoing, the requirement to provide the information and reports referred to in clauses (a) through (d) above shall be deemed satisfied prior to the commencement of the Registered Exchange Offer or the effectiveness of the Exchange Offer a Shelf Registration Statement or Shelf relating to the registration of the Securities under the Securities Act by the filing (within the time periods specified for such filings in the Registration Statement.
(bRights Agreement) with the SEC of a registration statement, and any amendments thereto, with such financial information that satisfies Regulation S-X under the Securities Act. In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer Company (including Holdings) to report at such parent entity’s level on a consolidated basis and such parent entity of the Company is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the IssuerCompany, or
(ii) any direct or indirect such parent of the Issuer entity is or becomes a Note Guarantor of the NotesSecurities, consolidating such consolidated reporting at the such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer Company will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that that, such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer Company and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors Company and the other its Subsidiaries of the Issuer on a stand-stand alone basis, on the other hand.
(c) In addition. Delivery of such reports, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above documents to the Trustee is for informational purposes only and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions Trustee’s receipt of such Registration Rights Agreementshall not constitute constructive notice of any information contained therein or determinable from information contained therein, and including the Company’s compliance with any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or of its covenants hereunder (2) the posting of reports that would be required as to be provided to which the Trustee and the holders is entitled to rely exclusively (subject to Article 7) on the Issuer’s websiteOfficers’ Certificates).
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, from and after the Issue Date, the Issuer shall file with will furnish to the SEC (and provide the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC),Trustee:
(i1) within the time period specified 120 days (150 days in the SEC’s rules and regulations for non-accelerated filerscase of the fiscal year ending after the Issue Date) after the end of each fiscal year ending after the Issue Date (or if such day is not a Business Day, on the next succeeding Business Day), all financial information that would be required to be contained in an annual reports report on Form 10-K (K, or any successor or comparable form, filed with the SEC, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and a report on the annual financial statements by the Issuer’s independent registered public accounting firm;
(2) containing within 60 days (75 days in the case of the first three fiscal quarters ending after the Issue Date) after the end of each of the first three fiscal quarters of each fiscal year ending after the Issue Date (or if such day is not a Business Day, on the next succeeding Business Day), all financial information that would be required to be contained therein (or required in such successor or comparable form), except that such a quarterly report on Form 10-K (Q, or any successor or comparable form) will not be required until , filed with the earlier SEC, including a “Management’s Discussion and Analysis of (x) the 105th day following the end Financial Condition and Results of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such dateOperations,” and financial statements prepared in accordance with GAAP; and
(ii3) within the time period specified in the SEC’s rules 10 Business Days (and regulations for non-accelerated filers, reports on Form 10-Q (or any successor or comparable form) containing the information not required to be contained therein (or required in such successor or comparable form), except that in sooner than the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior filing deadlines applied to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other current reports on Form 8-K (or K) after the occurrence of any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; providedfollowing events, however, that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes in addition to providing such information to the Trustee and the holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of all current reports that would be required to be provided filed with the SEC on Form 8-K as in effect on the Issue Date (if the Issuer had been a reporting Issuer under Section 15(d) of the Exchange Act); provided, that the foregoing shall not obligate the Issuer to make available (i) any information regarding the occurrence of any of the following events if the Issuer determines in its reasonable determination that such event that would otherwise be required to be disclosed is not material to the Trustee Holders or the business, assets, operations, financial positions or prospects of the Issuer and its Restricted Subsidiaries taken as a whole, (ii) an exhibit or a summary of the holders terms of, any employment or compensatory arrangement, agreement, plan or understanding between the Issuer or any of its Subsidiaries and any director, officer or manager of the Issuer or any of its Subsidiaries, (iii) copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K or (iv) any trade secrets, privileged or confidential information obtained from another Person and competitively sensitive information:
(i) the Issuer’s website.entry into or termination of material agreements;
(ii) significant acquisitions or dispositions (which shall only be with respect to acquisitions or dispositions that are significant pursuant to the definition of “Significant Subsidiary”);
(iii) bankruptcy;
Appears in 1 contract
Sources: Indenture (Covanta Holding Corp)
Reports and Other Information. (a) Notwithstanding that the Issuer Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer Company shall file with the SEC (and provide make available to the Trustee and holders with copies thereofHolders of the Notes (without exhibits), without cost to each holderany Holder, within 15 days after it the Company files them with the SEC)) from and after the Issue Date,
(i1) within the 90 days (or any other time period specified then in effect under the SEC’s rules and regulations for of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filersfiler) after the end of each fiscal year, annual reports on Form 10-K (K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form), except that such report on Form 10-K ;
(or any successor or comparable form2) will not be required until the earlier of (x) the 105th day following within 45 days after the end of such each of the first three fiscal year or (y) the 90th day following the end quarters of such each fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filersyear, reports on Form 10-Q (containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,;
(iii3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (K, or any successor or comparable form), ; and
(iv4) any other information, documents and other reports which that the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; providedin each case, however, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will Company shall make available such information to prospective purchasers of Notes Notes, in addition to providing such information to the Trustee and the holdersHolders of the Notes, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC SEC, if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, to the Issuer has agreed thatextent not satisfied by the foregoing, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of are outstanding, the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will Company shall furnish to the holders of the Notes Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(b) In the event that any direct or indirect parent company of the Company becomes a Guarantor of the Notes, the Company may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Company by furnishing financial information relating to such parent company; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand.
(c) Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 4.03 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes Exchange Offer or the effectiveness of the Shelf Registration Statement by (1) by the filing with the SEC of the Exchange Offer Registration Statement and/or or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement(or any other registration statement), and any amendments thereto, and with such registration statement and/or amendments thereto are filed at times financial information that otherwise satisfy satisfies Regulation S-X of the time requirements set forth in Section 4.02(a) and/or Securities Act or (2) the by posting of reports that would be required to be provided filed substantially in the form required by the SEC on the Company’s website (or on the website of any of its parent companies) or providing such reports to the Trustee and Trustee, with financial information that satisfied Regulation S-X of the holders on Securities Act, subject to exceptions consistent with the Issuer’s websitepresentation of financial information in the Offering Circular, to the extent filed within the times specified above.
Appears in 1 contract
Sources: Indenture (DJO Finance LLC)
Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, from and after the Issue Date, the Issuer shall file with the SEC (and provide the Trustee and holders with copies thereof, without cost to each holder, within no later than 15 days after it files them with the SEC)periods set forth below,
(i1) within the 90 days (or any other time period specified then in effect under the SEC’s rules and regulations for of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filersfiler) after the end of each fiscal year, annual reports on Form 10-K (K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form), except that such report on Form 10-K ;
(or any successor or comparable form2) will not be required until the earlier of (x) the 105th day following within 45 days after the end of such each of the first three fiscal year or (y) the 90th day following the end quarters of such each fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filersyear, reports on Form 10-Q (containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,;
(iii3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (K, or any successor or comparable form), ; and
(iv4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; providedin each case, however, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will shall make available such information to prospective purchasers of Notes Notes, in addition to providing such information to the Trustee and the holdersHolders of the Notes, in each case within 15 5 days after the time the Issuer would be have been required to file such information with the SEC if it were subject as required pursuant to this Section 13 or 15(d) of 4.03(a). To the Exchange Act, subject, in the case of extent any such informationinformation is not furnished within the time periods specified above in this Section 4.03(a) and such information is subsequently furnished (including upon becoming publicly available, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent by filing such information with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoingSEC), the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided , that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 25.0% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be required to furnish any information, certificates due and payable immediately and such declaration shall not have been rescinded or reports required by Items 307 or 308 of Regulation S-K cancelled prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon requestcure. In addition, to the Issuer has agreed thatextent not satisfied by the foregoing, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of are outstanding, the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will Issuer shall furnish to the holders of the Notes Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(b) In the event that any direct or indirect parent company of the Issuer is or becomes a Guarantor of the Notes, the Issuer may satisfy its obligations in this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand.
(c) Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 4.03 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement shelf registration statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement exchange offer registration statement or shelf registration statement in accordance with the provisions terms of such the Registration Rights Agreement, and any amendments thereto, and with such registration statement and/or amendments thereto are filed at times financial information that otherwise satisfy satisfies Regulation S-X of the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s websiteSecurities Act.
Appears in 1 contract
Sources: Indenture (CC Media Holdings Inc)
Reports and Other Information. (a) Notwithstanding that the Issuer Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall Company will file with the SEC (and provide make available to the Trustee and holders with copies thereofHolders of the Notes (without exhibits), without cost to each holderany Holder, within 15 days after it files them with the SEC)) from and after the Issue Date,
(i) within 90 days after the time period specified in the SEC’s rules and regulations for non-accelerated filersend of each fiscal year, annual reports on Form 10-K (K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,;
(ii) within 45 days after the time period specified in end of each of the SEC’s rules and regulations for non-accelerated filersfirst three fiscal quarters of each fiscal year, reports on Form 10-Q (containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,; and
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (K, or any successor or comparable form); in each case, and
(iv) any other information, documents and other reports which the Issuer would be required to file in a manner that complies in all material respects with the SEC if it were subject to Section 13 or 15(d) of the Exchange Actrequirements specified in such form; provided, however, provided that the Issuer Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes in addition to providing such information to the Trustee and the holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, to the Issuer has agreed thatextent not satisfied by the foregoing, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of are outstanding, the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it Company will furnish to the holders of the Notes Holders and to securities analysts, broker-dealers and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(b) Notwithstanding the foregoing, the Issuer Company shall not be required to comply with Item 3-10 of Regulation S-X of the Securities Act.
(c) Notwithstanding anything herein to the contrary, the Company will not be deemed to have failed to comply with any of its obligations under this Section 4.03 for purposes of Section 6.01(c) hereof until 90 days after the date any report is due under this Section 4.03.
(d) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any report required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon filing or posting such report as contemplated by this Section 4.03 (but without regard to the date on which such report is so filed or posted); provided that such cure shall not otherwise affect the rights of the Holders described under Article 6 hereof if the principal of, premium, if any, on, and interest on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(e) The Company will be deemed to have furnished such reports referred to above the reports, documents and information to the Trustee and the holders Holders of Notes, and to the extent herein provided, to prospective investors, as required by this Section 4.03 if the Issuer it has filed such reports with the SEC via using the Electronic Data Gathering Analysis and Retrieval system (“▇▇▇▇▇”) (or any successor system) or if such system is not available to the Company, if the Company has filed such reports, documents and information on the Company website, and in each such case, such reports are publicly available thereon; provided, however, that the Trustee shall have no obligation whatsoever to determine whether such reports, documents and information are available on ▇▇▇▇▇ filing system and (or any successor system) or any such reports are publicly available. In additionwebsite, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating examine such reports, documents or information to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance ensure compliance with the provisions of this Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein. Delivery of such Registration Rights Agreementreports, information and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided documents to the Trustee is for informational purposes only, and the holders Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Issuers’ or any other person’s compliance with any of the covenants hereunder or the Notes (as to which the Trustee is entitled to rely exclusively on the IssuerOfficer’s websiteCertificates).
Appears in 1 contract
Sources: Indenture (Kraton Corp)
Reports and Other Information. (a) Notwithstanding that the Issuer Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall Company will file with the SEC (and provide make available to the Trustee and holders with copies thereofHolders of the Notes (without exhibits), without cost to each holderany Holder, within 15 days after it files them with the SEC)) from and after the Issue Date,
(i) within 90 days after the time period specified in the SEC’s rules and regulations for non-accelerated filersend of each fiscal year, annual reports on Form 10-K (K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,;
(ii) within 45 days after the time period specified in end of each of the SEC’s rules and regulations for non-accelerated filersfirst three fiscal quarters of each fiscal year, reports on Form 10-Q (containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,; and
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (K, or any successor or comparable form); in each case, and
(iv) any other information, documents and other reports which the Issuer would be required to file in a manner that complies in all material respects with the SEC if it were subject to Section 13 or 15(d) of the Exchange Actrequirements specified in such form; provided, however, provided that the Issuer Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event . To the Issuer will make available such information to prospective purchasers of Notes in addition to providing such information to the Trustee and the holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding extent not satisfied by the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of are outstanding, the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it Company will furnish to the holders of the Notes Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(b) Notwithstanding the foregoing, the Issuer Company shall not be required to comply with Item 3-10 of Regulation S-X of the Securities Act.
(c) Notwithstanding anything herein to the contrary, the Company will not be deemed to have failed to comply with any of its obligations under this Section 4.03 for purposes of Section 6.01(c) hereof until 90 days after the date any report is due under this Section 4.03.
(d) The Company will be deemed to have furnished such reports referred to above the reports, documents and information to the Trustee and the holders Holders of Notes, and to the extent herein provided, to prospective investors, as required by this covenant if the Issuer it has filed such reports with the SEC via using the Electronic Data Gathering Analysis and Retrieval system (“▇▇▇▇▇”) (or any successor system) or if such system is not available to the Company, if the Company has filed such reports, documents and information on the Company website, and in each such case, such reports are publicly available thereon; provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such reports, documents and information are available on ▇▇▇▇▇ filing system and (or any successor system) or any such reports are publicly availablewebsite. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions Delivery of such Registration Rights Agreementreports, information and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided documents to the Trustee is for informational purposes only, and the holders Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Issuers’ or any other person’s compliance with any of the covenants hereunder or the Notes (as to which the Trustee is entitled to rely exclusively on the IssuerOfficer’s websiteCertificates).
Appears in 1 contract
Sources: Indenture (Kraton Corp)
Reports and Other Information. (a) Notwithstanding that the Issuer Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer Company shall file with the SEC (and provide the Trustee and holders Holders with copies thereof, without cost to each holderHolder, within 15 days after it files them with the SEC),
(i) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained filed therein (or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained filed therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will Company shall make available such information to prospective purchasers of Notes Securities, in addition to providing such information to the Trustee and the holdersHolders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, ; subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering MemorandumCircular. Notwithstanding the foregoing, the Issuer Company shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer Company and any direct or indirect parent of the Issuer Company to report at such parent entity’s level on a consolidated basis and such parent entity of the Company is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the IssuerCompany, or
(ii) any direct or indirect parent of the Issuer Company is or becomes a Note Guarantor of the NotesSecurities, such consolidating reporting at the such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer Company will satisfy this Section 4.02, 4.02 and this Indenture will permit the Issuer may Company to satisfy its obligations under in this Section 4.02 with respect to financial information relating to the Issuer Company by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer Issuers and its their Subsidiaries, on the one hand, and the information relating to the IssuerIssuers, the Note Guarantors and the other Subsidiaries of the Issuer Issuers on a stand-alone standalone basis, on the other hand.
(c) In addition, the Issuer will The Company shall make such information available to prospective investors upon request. In addition, the Issuer has agreed thatCompany shall, for so long as any Notes Securities remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders Holders of the Notes Securities and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer Company will be deemed to have furnished such reports referred to above to the Trustee and the holders Holders if the Issuer Company has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the such requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes Securities or the effectiveness of the Shelf Registration Statement shelf registration statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, thereto and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders Holders on the IssuerCompany’s websitepublic website (or the public website of any of its parent companies). Delivery of reports, information and documents to the Trustee hereunder is for informational purposes only and the Trustee’s receipt of any such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates or certificates or statements delivered to the Trustee pursuant to Section 4.09).
Appears in 1 contract
Sources: Indenture (RBS Global Inc)
Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, from and after the Issue Date, the Issuer shall file with the SEC (and provide furnish to the Trustee and holders with copies thereof, without cost to each holder, within no later than 15 days after it files them with the SEC),periods set forth below:
(i) within 120 days after the time period specified end of each fiscal year, all financial information that would be required to be contained in the SEC’s rules and regulations for non-accelerated filers, an annual reports report on Form 10-K (K, or any successor or comparable form, filed with the SEC, including a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements by the Issuer’s independent registered public accounting firm;
(ii) containing within 60 days after the end of each of the first three fiscal quarters of each fiscal year, all financial information that would be required to be contained therein (or required in such successor or comparable form), except that such a quarterly report on Form 10-K (Q, or any successor or comparable form, filed with the SEC; and
(iii) will not promptly after the occurrence of any of the following events, all current reports that would be required until to be filed with the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports SEC on Form 108-Q (K or any successor or comparable form) containing the information required to be contained therein form (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has Issuer had been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to a reporting company under Section 13 or 15(d) of the Exchange Act); provided that the foregoing shall not obligate the Issuer to (x) make available any information otherwise required to be included on a Form 8-K regarding the occurrence of any such events if the Issuer determines in its good-faith judgment that such event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or prospects of the Issuer and its Restricted Subsidiaries taken as a whole or (y) make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K:
(A) the entry into or termination of material agreements;
(B) significant acquisitions or dispositions (which shall only be with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X);
(C) the sale of equity securities;
(D) bankruptcy;
(E) cross-default under direct material financial obligations;
(F) a change in the Issuer’s certifying independent auditor;
(G) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K);
(H) non-reliance on previously issued financial statements;
(I) change of control transactions;
(J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and
(K) material impairments; in each case, in a manner that complies in all material respects with the requirements specified in such form, except as described above or below; provided, however, that the Issuer shall not be so obligated required to file such reports (i) comply with Regulation G under the SEC if the SEC does not permit such filingExchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein or (ii) provide separate financial statements or other information contemplated by Rule 3-09, in which event the Issuer will make available such information to prospective purchasers 3-10 or 3-16 of Notes in addition to providing such information to the Trustee and the holdersRegulation S-X, or in each case within 15 days after the time any successor provisions; provided that, if the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would be constitute a Significant Subsidiary of the Issuer, then the annual and quarterly information required to file such information with the SEC if it were subject to Section 13 or 15(dby clauses (1) and (2) of the Exchange Act, subject, this Section 4.03(a) shall include a presentation of selected financial metrics of such Unrestricted Subsidiaries as a group in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation “Management’s discussion and analysis of financial information in the Offering Memorandum. Notwithstanding condition and results of operations.” In addition, notwithstanding the foregoing, the Issuer shall will not be required to (i) comply with Sections 302, 906 and 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or (ii) otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to K. To the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and extent any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity information is not engaged in any business in any material respect other than incidental to its ownershipso filed or furnished, directly or indirectlyas applicable, of within the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described time periods specified in this Section 4.02 for 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuer will satisfy this Section 4.02, and the Issuer may satisfy shall be deemed to have satisfied its obligations under this Section 4.02 with respect thereto at such time and any Default with respect thereto shall be deemed to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parenthave been cured; provided that such financial information is accompanied by consolidating information that explains cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 30% in reasonable detail principal amount of the differences between then total outstanding Notes have declared the information relating principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon requestcure. In addition, to the extent not satisfied by the foregoing, the Issuer has agreed thatshall, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Actare outstanding, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(b) The Issuer may satisfy its obligations in this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to a parent entity; provided that the same is accompanied by an explanation of the material differences, if any, between the information relating to such parent entity, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. Notwithstanding For the foregoingavoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited.
(c) Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to Section 4.03(a), the Issuer shall post copies of such information required by Section 4.03(a) on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access will be given to Holders, prospective investors in the Notes and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. To the extent the Issuer determines in good faith that it cannot make such reports available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. The Issuer may condition the delivery of any such reports to such Holders, prospective investors in the Notes and securities analysts and market making financial institutions on the agreement of such Persons to (i) treat all such reports (and the information contained there) and information as confidential, (ii) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein) and information.
(d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable for information contained therein, including the Issuer’s and any Guarantor’s compliance with any of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
(e) Notwithstanding any other provision of this Indenture, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations described under this covenant, shall for the 365 days after the occurrence of such an Event of Default consist exclusively, to the extent permitted by applicable law, of the right to receive additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies provided under Article 6 hereof.
(f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary in this Section 4.03, if the Issuer or any parent entity of the Issuer has furnished the Holders of Notes and filed with the SEC the reports described in this Section 4.03 with respect to the Issuer or any parent entity, the Issuer shall be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance compliance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in this Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s website4.03.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that Whether or not required by the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by of the SEC, from and after the Issue Date, for so long as any Senior Notes are outstanding, the Issuer shall file with the SEC (SEC, and provide make available to the Trustee and holders with copies thereofHolders of the Senior Notes (without exhibits), without cost to each holderany Holder, within 15 days after it files the Issuer is required to file them with the SEC),SEC pursuant to this Section 4.03:
(i1) within 90 days after the time period specified in end of each fiscal year ending after the SEC’s rules and regulations for non-accelerated filersIssue Date, annual reports on Form 10-K (K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form), except that such report on Form 10-K ;
(or any successor or comparable form2) will not be required until the earlier of (x) the 105th day following within 45 days after the end of such each of the first three fiscal year or (y) the 90th day following the end quarters of such each fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filersyear, reports on Form 10-Q (containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except ; provided that in the case of the quarters ending in fiscal year 2010 or 2011, no such report on Form 10-Q (or any successor or comparable form) will not shall be required until the earlier of pursuant to this clause (x2) the 60th day for 75 days following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,Issue Date;
(iii3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (K, or any successor or comparable form), ; and
(iv4) any other information, documents and other reports which that the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; providedin each case, however, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will shall make available such information to prospective purchasers of Notes Senior Notes, in addition to providing such information to the Trustee and the holdersHolders of the Senior Notes, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Actperiods specified above. In addition, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding extent not satisfied by the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed thatshall, for so long as any Senior Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Actare outstanding, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(b) In the event that any direct or indirect parent company of the Issuer becomes a Guarantor of the Senior Notes, the Issuer may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand.
(c) Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 4.03 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes Exchange Offer or the effectiveness of the Shelf Registration Statement by (1) by the filing with the SEC of the Exchange Offer Registration Statement and/or or Shelf Registration Statement in accordance with the provisions of such Registration Rights AgreementStatement, and any amendments thereto, and with such registration statement and/or amendments thereto are financial information that satisfies Regulation S-X, subject to exceptions consistent with the presentation of financial information in the Offering Circular, to the extent filed at within the times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or specified above, or (2) the by posting of reports that would be required to be provided to filed substantially in the Trustee and form required by the holders SEC on the Issuer’s websitewebsite (or that of any of its parent companies) or providing such reports to the Trustee within 15 days after the time periods specified above, the financial information (including a “Management’s discussion and analysis of results of operations and financial condition” section) that would be required to be included in such reports, subject to exceptions consistent with the presentation of financial information in the Offering Circular, to the extent filed within the times specified above.
(d) Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its agreements set forth under this Section 4.03 for purposes of clause (3) under Section 6.01 until 120 days after the date any report required to be provided by this Section 4.03 is due.
(e) Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on an Officer’s Certificate).
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that the Issuer Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SECSecurities and Exchange Commission, the Issuer Company shall file with the SEC Commission (and provide make available to the Trustee and holders with copies thereofHolders (without exhibits), without cost to each holderHolder, within 15 days after it files them with the SEC),Commission):
(i1) within 90 days (or the successor time period specified then in effect under the SEC’s rules and regulations of the Exchange Act for a non-accelerated filersfiler) after the end of each fiscal year, annual reports on Form 10-K (K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form), except that such report on Form 10-K ;
(2) within 45 days (or any the successor or comparable formtime period then in effect under the rules and regulations of the Exchange Act) will not be required until the earlier of (x) the 105th day following after the end of such each of the first three fiscal year or (y) the 90th day following the end quarters of such each fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filersyear, reports on Form 10-Q (or any successor or comparable form) Q, containing the information required to be contained therein (or required in such successor or comparable form)therein, except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,;
(iii3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (K, or any successor or comparable form), ; and
(iv4) any other information, documents and other reports which the Issuer Company would be required to file with the SEC Commission if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, provided that the Issuer Company shall not be so obligated to file such reports with the SEC Commission if the SEC Commission does not permit such filing, in which event the Issuer will Company shall make available such information to prospective purchasers of Notes the Notes, in addition to providing such information to the Trustee and the holders, Holders in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC Commission, if it were subject to Section 13 or 15(d) of the Exchange Act. Delivery of such reports, subject, in information and documents to the case Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any such informationinformation contained therein or determinable from information contained therein, certificates or reports provided prior including the Company’s compliance with any of its covenants hereunder (as to which the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, Trustee is entitled to exceptions consistent with the presentation of financial information in the Offering Memorandumrely exclusively on Officers’ Certificates). Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and that any direct or indirect parent company of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or Company becomes a Note Guarantor of the Notes, consolidating reporting at this Indenture will permit the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may Company to satisfy its obligations under this Section 4.02 1009 with respect to financial information relating to the Issuer Company by furnishing financial information relating to such direct or indirect parent; provided that such financial information the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiariesparent, on the one hand, and the information relating to the Issuer, the Note Guarantors Company and the other Restricted Subsidiaries of the Issuer on a stand-alone standalone basis, on the other hand.
. Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement described in the Registration Rights Agreement (c1) In additionby the filing with the Commission of the exchange offer registration statement or shelf registration statement (or any other similar registration statement), and any amendments thereto, with such financial information that satisfies Regulation S-X, subject to exceptions consistent with the Issuer will make presentation of financial information in the Offering Memorandum, to the extent filed within the times specified above, or (2) by posting reports that would be required to be filed substantially in the form required by the Commission on the Company’s website (or that of any of its parent companies) or providing such reports to the Trustee within 15 days after the time the Company would be required to file such information available to prospective investors upon request. In addition, with the Issuer has agreed that, for so long as any Notes remain outstanding during any period when Commission if it is not were subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain financial information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided included in such reports, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum, to the Trustee and extent filed within the holders on the Issuer’s websitetimes specified above.
Appears in 1 contract
Sources: Indenture (Railamerica Inc /De)
Reports and Other Information. (a) Notwithstanding that the Issuer Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer Company shall file with the SEC (and provide the Trustee and holders Holders with copies thereof, without cost to each holderHolder, within 15 days after it files them with the SEC),
(ia) within 90 days after the time end of each fiscal year (or such longer period specified in as may be permitted by the SEC’s rules and regulations for SEC if the Company were then subject to such SEC reporting requirements as a non-accelerated filersfiler), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form)) including, except that such report on Form 10-K without limitation, a management’s discussion and analysis of financial information,
(or any successor or comparable formb) will not be required until the earlier of (x) the 105th day following within 45 days after the end of such each of the first three fiscal quarters of each fiscal year (or (y) such longer period as may be permitted by the 90th day following the end of such fiscal year SEC if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior Company were then subject to such date,
(ii) within the time period specified in the SEC’s rules and regulations for SEC reporting requirements as a non-accelerated filersfiler), quarterly reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form)) including, except that in the case without limitation, a management’s discussion and analysis of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such datefinancial information,
(iiic) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in for filing current reports on Form 8-K by the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(ivd) any other information, documents and other reports which that the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available Company shall put such information to prospective purchasers of Notes on its website, in addition to providing such information to the Trustee and the holdersHolders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. For the avoidance of doubt, subject, in the case obligations of any such information, certificates or reports provided prior the Company under this Section 4.02 shall commence with respect to the effectiveness of Company’s first fiscal quarter that ends after the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering MemorandumIssue Date. Notwithstanding the foregoing, the Issuer shall not Company will be required deemed to furnish any information, certificates or have furnished such reports required by Items 307 or 308 of Regulation S-K prior referred to above to the effectiveness Trustee and the Holders if the Company or any direct or indirect parent of the Exchange Offer Registration Statement or Shelf Registration Statement.
Company (bincluding Holdings) has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer Company (including Holdings) to report at such parent entity’s level on a consolidated basis and such parent entity of the Company is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the IssuerCompany, or
(ii) any direct or indirect such parent of the Issuer entity is or becomes a Note Guarantor of the Notes, consolidating such consolidated reporting at the such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer Company will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that that, such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer Company and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors Company and the other its Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition. Delivery of such reports, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above documents to the Trustee is for informational purposes only and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions Trustee’s receipt of such Registration Rights Agreementshall not constitute constructive notice of any information contained therein or determinable from information contained therein, and including the Company’s compliance with any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or of its covenants hereunder (2) the posting of reports that would be required as to be provided to which the Trustee and the holders is entitled to rely exclusively (subject to Article 7) on the Issuer’s websiteOfficers’ Certificates).
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SECCommission, the Issuer shall (x) file with the SEC Commission and (and y) provide the Trustee and holders Holders with copies thereof, without cost to each holderHolder, the following information:
(a) within 15 90 days after it files them the end of each fiscal year, annual financial information that would be required to be contained in a filing with the SEC),
(i) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, annual reports Commission on Form 10-K (or any successor or comparable form) containing other than the information required by items 307 and 308 of Regulation S-K) if the Issuer were required to file such a form, including (i) a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (ii) a report on the annual financial statements by the Issuer’s certified independent accountants, and
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year commencing with the fiscal quarter ending June 30, 2005, all quarterly information that would be required to be contained therein (or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not be required until a filing with the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports Commission on Form 10-Q (or any successor or comparable form) containing other than the information required to be contained therein (or required in such successor or comparable form), except that in the case by items 307 and 308 of the quarters ending in fiscal year 2010 or 2011, such report on Form 10Regulation S-Q (or any successor or comparable formK) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer would be were required to file with the SEC if it were subject to Section 13 or 15(d) such a form, including “Management’s Discussion and Analysis of the Exchange ActFinancial Condition and Results of Operations”; provided, however, that the Issuer shall not be so obligated to file such reports with the SEC Commission if the SEC Commission does not permit such filing, in which event the Issuer will shall make available such information to securities analysts and prospective purchasers of Notes investors upon request, in addition to providing such information to the Trustee and the holdersHolders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC Commission if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the The Issuer shall not be required also furnish to furnish any informationHolders, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules securities analysts and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities ActAct (it being acknowledged and agreed that, prior to the first date on which information is required to be provided under this Section 4.02, the information contained in the Offering Memorandum is sufficient for this purpose). Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of described in this Section 4.02 shall be deemed satisfied to satisfy the Issuer’s delivery obligations to the Holders (i) prior to the commencement of the exchange offer contemplated by Registered Exchange Offer pursuant to the Registration Rights Agreement relating to the Notes Agreements or the effectiveness of the Shelf Registration Statement contemplated thereby (A) by (1) the filing with the SEC Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights AgreementStatement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a(B) and/or (2) the by posting of the information and reports that would be required referred to be provided to the Trustee in clauses (a) and the holders (b) above on the Issuer’s websitewebsite or one maintained on its behalf for such purpose shall be deemed to satisfy the Issuer’s delivery obligations to the Holders; provided that the Issuer shall use reasonable efforts to inform Holders of the availability of such information and reports, which may be satisfied by, among other things, a press release on any national business press release wire service and (ii) following the consummation of the Registered Exchange Offer pursuant to the Registration Rights Agreement or the effectiveness of the Exchange Offer Registration Statement, availability of the foregoing materials on the Commission’s E▇▇▇▇ service shall be deemed to satisfy the Issuer’s delivery obligation to the Holders.
Appears in 1 contract
Sources: Indenture (Orbimage Inc)
Reports and Other Information. (a) Notwithstanding that So long as any Notes are outstanding, unless the Issuer may not be Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or is a “voluntary filer” and, in each case and otherwise report on an annual and quarterly basis on forms provided for complies with such annual and quarterly reporting pursuant to rules and regulations promulgated by the SECrequirements, the Issuer shall file with the SEC (and Company must provide without cost in electronic format to the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC),Holders:
(i) within 45 days of the end of any fiscal quarter (or, if later, any permitted extension as provided for by the SEC from time period specified in to time) (other than any fiscal quarter end that coincides with the SEC’s rules and regulations for non-accelerated filersend of a fiscal year), all quarterly and, within 90 days of the end of any fiscal year, annual reports on Form 10-K financial statements (or any successor or comparable formincluding footnote disclosure) containing the information that would be required to be contained therein in a filing with the SEC on Forms 10-Q and 10-K, as applicable, if the Company were required to file these Forms, and 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 Company’s certified independent accountants; provided that in no event shall such financial statements or reports be required to comply with (w) Rule 3-10 of Regulation S-X promulgated by the SEC (or required in such successor other rule or comparable formregulation that amends, supplements or replaces such Rule 3-10, including for the avoidance of doubt, Rules 13-01 or 13-02 of Regulation S-X promulgated by the SEC), except that such report on Form 10-K (or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end Rule 3-09 of Regulation S-X (or such fiscal year other rule or regulation that amends, supplements or replaces such Rule 3-09), (y) Rule 3-16 of Regulation S-X (or such other rule or regulation that amends, supplements or replaces such Rule 3-16 or (z) any requirement to otherwise include any schedules or separate financial statements of any of the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement Company’s Subsidiaries, Affiliates or Shelf Registration Statement has been declared effective prior to such date,equity method investees; and
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports on Form 10-Q 15 Business Days (or any successor or comparable formsuch longer time if permitted under Form 8-K) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes in addition to providing such information to the Trustee and the holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of all current reports that would be required to be provided filed with the SEC on Form 8-K if the Company were required to file these reports to the Trustee extent such reports relate to the occurrence of any event which would require an 8-K to be filed (except to the extent the Company reasonably and in good faith determines that such an event is not material in any respect to the holders on Holders of the Issuer’s website.Notes) pursuant to the following Items
Appears in 1 contract
Sources: Indenture (PBF Holding Co LLC)
Reports and Other Information. (a) Notwithstanding that the Issuer Holdings III may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or that Holdings III does not otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer Holdings III shall file with the SEC (and provide make available to the Trustee and holders with copies thereofHolders of the Notes (without exhibits), without cost to each holderany Holder, within 15 days after it files them with the SEC)) from and after the Issue Date,
(i1) within the 90 days (or any other time period specified then in effect under the SEC’s rules and regulations for of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filersfiler) after the end of each fiscal year, annual reports on Form 10-K (K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form), except that such report on ;
(2) within 45 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K (or any successor or comparable formQ by a non-accelerated filer) will not be required until the earlier of (x) the 105th day following after the end of such each of the first three fiscal year or (y) the 90th day following the end quarters of such each fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filersyear, reports on Form 10-Q (containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,;
(iii3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (K, or any successor or comparable form), ; and
(iv4) any other information, documents and other reports which the Issuer Holdings III would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case, in a manner that complies in all material respects with the requirements specified in such form (assuming Holdings III were a U.S. person with only unsecured debt registered under the Securities Act); provided, however, that the Issuer Holdings III shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer Holdings III will make available such information to prospective purchasers of Notes Notes, in addition to providing such information to the Trustee and the holdersHolders of the Notes, in each case within 15 days after the time the Issuer Holdings III would be required to file such information with the SEC SEC, if it were subject to Section Sections 13 or 15(d) of the Exchange Act. Delivery of such reports, subject, in information and documents to the case Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any such informationinformation contained therein, certificates or reports provided prior to the effectiveness including compliance with any of the Exchange Offer Registration Statement or Shelf Registration Statement, covenants hereunder (as to exceptions consistent with which the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required Trustee is entitled to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entityrely exclusively on Officer’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon requestCertificates). In addition, to the Issuer has agreed thatextent not satisfied by the foregoing, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Actare outstanding, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will Holdings III shall furnish to the holders of the Notes Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding .
(b) For so long as Parent, Holdings II or any other direct or indirect parent company of Holdings III is a Guarantor, Holdings III shall be permitted to satisfy its obligations under this Section 4.03 with respect to financial information relating to Holdings III by furnishing financial information relating to Parent, Holdings II or such other parent; provided that the foregoingsame is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Parent, Holdings II or such other parent, on the Issuer one hand, and the information relating to Holdings III and its Restricted Subsidiaries on a standalone basis, on the other hand or, at Holdings III’s option, substantially in the form required by Rule 3-10(d) of Regulation S-X or any successor thereto.
(c) Holdings III will be deemed to have furnished such reports referred required to above be delivered under this Section 4.03 to the Trustee and the holders Holders if the Issuer it has filed such reports with the SEC via using the ▇▇▇▇▇ filing system and such reports are publicly available. In additionavailable without charge.
(d) Notwithstanding anything herein to the contrary, the requirements Holdings III will not be deemed to have failed to comply with any of its obligations under this Section 4.02 shall be deemed satisfied prior to 4.03 for purposes of clause (3) under Section 6.01 until 120 days after the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and date any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in report is due under this Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s website4.03.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding So long as any Notes are outstanding notwithstanding that following the Issue Date the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are outstanding, the annual reports, information, documents and other reports that the Issuer may Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject (the “Required Filing Dates”); provided that at any time the Company is not required to be subject to the reporting requirements of Section 13 13(a) or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated the Company is not permitted by the SEC, Exchange Act or the Issuer shall SEC to file with the SEC (and provide the Trustee and holders with copies thereofannual reports, without cost to each holder, within 15 days after it files them with the SEC),
(i) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer that it would be required to file with the SEC if it were subject to the reporting requirements of Section 13 or 15(d13(a) of the Exchange Act; provided, however, that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes in addition to providing such information to the Trustee and the holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case Company will within 15 days of any such information, certificates or reports provided prior each Required Filing Date provide to the effectiveness Trustee and, upon request, to Holders a copy of all of the Exchange Offer Registration Statement or Shelf Registration Statement, information and reports (without exhibits) it would have been required to exceptions consistent file with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required SEC pursuant to furnish any information, certificates Section 13(a) or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement15(d) if it were so subject.
(b) In So long as any Notes are outstanding, within 10 Business Days either prior to or after furnishing or being deemed to have furnished to the event that:Trustee annual reports, information, documents and other reports required by Section 3.2(a), the Company will hold a conference call to discuss such reports and the results of operations for the relevant reporting period (it being understood that such conference call may be the same conference call as with the Company’s equity investors and analysts).
(ic) So long as any Notes are outstanding, the rules and regulations Company will hold quarterly conference calls for the Holders of the SEC permit Notes to discuss financial information for the Issuer previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Company’s equity investors and any direct or indirect parent analysts). The conference call will be following the last day of each fiscal quarter of the Issuer Company and not later than 10 Business Days from the time that the Company furnishes or is deemed to report at have furnished the financial information required by Section 3.2(a). Not fewer than two days prior to any annual or quarterly conference call, as applicable, the Company will issue a press release announcing the time and date of such parent entity’s level on a consolidated basis conference call and providing instructions for Holders, securities analysts and prospective investors to obtain access to such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, orcall.
(iid) any direct or indirect parent The Company will be deemed to have satisfied the requirements of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer 3.2(a) by furnishing financial information relating to such direct or indirect parentany Parent Entity instead of the Company; provided that to the extent such financial information related to such Parent Entity, such information is accompanied by consolidating information information, which may be unaudited, that explains in reasonable detail the differences between the information relating to of such direct or indirect parent and any of its Subsidiaries other than the Issuer and its SubsidiariesParent Entity, on the one hand, and the information relating to the Issuer, the Note Guarantors Company and the other its Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(ce) In additionDelivery of reports, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to and documents (including without limitation reports contemplated under this Section 13 or 15(d3.2) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee is for informational purposes only and the holders if Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer has filed such reports Company’s compliance with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements any of this Section 4.02 shall be deemed satisfied prior its covenants hereunder (as to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to which the Trustee and the holders is entitled to rely exclusively on the IssuerOfficer’s websiteCertificates).
Appears in 1 contract
Sources: Indenture (Lannett Co Inc)
Reports and Other Information. (a) Notwithstanding that the Issuer Parent may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer Parent shall file with the SEC (and provide with a copy to the Trustee unless filed and holders with copies thereof, without cost to each holder, within 15 days after it files them with available on the SEC),’s ▇▇▇▇▇ website) from and after the Issue Date:
(i) within 90 days after the time period specified in the SEC’s rules and regulations for non-accelerated filersend of each fiscal year, annual reports on Form 10-K (K, or any successor or comparable formform (if Parent had been a reporting company under Section 15(d) of the Exchange Act), containing substantially all the information that would be required to be contained therein (therein, or required in such successor or comparable form);
(ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, except that such report reports on Form 10-K Q, or any successor or comparable form (if Parent had been a reporting company under Section 15(d) of the Exchange Act), containing substantially all the quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form;
(iii) will not promptly after the occurrence of a material event which would have been required to be required until the earlier reported on a Form 8-K or any successor or comparable form (if Parent had been a reporting company under Section 15(d) of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior Act), a current report relating to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports event on Form 108-Q (K or any successor or comparable form) containing ; in each case, in a manner that complies in all material respects with the information required to be contained therein (or required requirements specified in such successor form (except as described above or comparable form), except that below and subject to exceptions consistent with the presentation of information included or incorporated by reference in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulationsOffering Memorandum), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer Parent shall not be so obligated to file such reports referred to in clauses (i), (ii) and (iii) above with the SEC if the SEC does not permit such filing, in which event the Issuer will Parent shall make available such information to the Trustee, the Holders and prospective purchasers of Notes in addition to providing such information to the Trustee and the holdersNotes, in each case within 15 days after the time the Issuer Parent would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, to the Issuer has agreed thatextent not satisfied by the foregoing, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of are outstanding, the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will Issuer shall furnish to the holders of the Notes Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding .
(b) Parent may satisfy its obligations under this Section 4.03 with respect to financial information relating to Parent by furnishing financial information relating to Holdings (or any parent entity of Holdings) as long as Holdings (or any such parent entity of Holdings) provides a Guarantee of the foregoingNotes.
(c) If with respect to any reporting period(s) covered in the applicable report, Parent’s Unrestricted Subsidiaries would, individually or in the aggregate, constitute a “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X promulgated pursuant to the Securities Act (as such regulation is in effect on the Issue Date)), then the applicable annual and quarterly financial information required by clauses (a)(i) and (a)(ii) above shall include a supplemental section in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presenting (in a manner consistent with the presentation of information included or incorporated by reference in the Offering Memorandum) selected financial measures of such Unrestricted Subsidiaries in the aggregate (separate from the financial information of the Issuer and its Restricted Subsidiaries).
(d) Notwithstanding anything herein to the contrary, Parent will not be deemed to have failed to comply with any of its obligations hereunder for purposes of clause (iii) of Section 6.01(a) hereof until 120 days after the receipt of the written notice delivered thereunder. To the extent any information is not provided within the time periods specified in this Section 4.03 and such information is subsequently provided, Parent will be deemed to have furnished satisfied its obligations with respect thereto at such reports referred to above to the Trustee time and the holders if the Issuer has filed such reports any Default with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 respect thereto shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s websitehave been cured.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that the Issuer TCEH may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer TCEH shall file with the SEC (and provide make available to the Trustee and holders with copies thereofHolders of the Notes (without exhibits), without cost to each holderany Holder, within 15 days after it files them with the SEC)) from and after the Issue Date,
(i1) within the 90 days (or any other time period specified then in effect under the SEC’s rules and regulations for of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filersfiler) after the end of each fiscal year, annual reports on Form 10-K (K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form), except that such report on Form 10-K ;
(or any successor or comparable form2) will not be required until the earlier of (x) the 105th day following within 45 days after the end of such each of the first three fiscal year or (y) the 90th day following the end quarters of such each fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filersyear, reports on Form 10-Q (containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,;
(iii3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (K, or any successor or comparable form), ; and
(iv4) any other information, documents and other reports which the Issuer TCEH would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, in each case in a manner that complies in all material respects with the Issuer requirements specified in such form; provided that TCEH shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will TCEH shall make available such information to prospective purchasers of Notes Notes, in addition to providing such information to the Trustee and the holdersHolders of the Notes, in each case within 15 days after the time the Issuer TCEH would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; and provided, subject, further that in the case of any no event shall such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish contain separate financial statements for any information, certificates Guarantor the shares of which are pledged to secure the Notes or reports any Guarantee that would be required by Items 307 or 308 under Section 3-16 of Regulation S-K prior X. In addition, to the effectiveness extent not satisfied by the foregoing, each of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Parent Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed thatshall, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Actare outstanding, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(b) In the event that any direct or indirect parent company of TCEH is or becomes a Guarantor of the Notes (including the Parent Guarantor), TCEH may satisfy its obligations under this Section 4.03 with respect to financial information relating to TCEH by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to TCEH and its Restricted Subsidiaries on a standalone basis, on the other hand. Notwithstanding anything herein to the foregoingcontrary, the Issuer will TCEH shall not be deemed to have furnished such reports referred failed to above comply with any of its obligations hereunder for purposes of Section 6.01(a)(3) hereof until 60 days after the date any report is due pursuant to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s website4.03.
Appears in 1 contract
Sources: Indenture (Energy Future Intermediate Holding CO LLC)
Reports and Other Information. (a) Notwithstanding that RGHL or the Issuer Issuers may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, RGHL (and the Issuer shall Issuers) will file with the SEC (and provide the Trustee and holders Holders with copies thereof, without cost to each holderHolder, within 15 days after it files them with the SEC),):
(i) within the time period specified in the SEC’s rules and regulations for non-accelerated filersregulations, annual reports on Form 1020-K F (or any successor or comparable form applicable to RGHL or the Issuers within the time period for non-accelerated filers to the extent such term is applicable to such form) containing the information required to be contained therein (or required in such successor or comparable form); provided, except that such report on Form 10-K (or any successor or comparable form) will not be required until however, that, prior to the earlier filing of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Senior Notes Exchange Offer Registration Statement or the Senior Notes Shelf Registration Statement has been declared effective prior Statement, as the case may be, such report shall not be required to contain any certification required by any such date,form or by law;
(ii) within 60 days after the time period specified in end of each fiscal quarter, other than the SEC’s rules and regulations for non-accelerated filersfourth fiscal quarter of any year, reports on Form 10-Q (or any successor or comparable form) containing the information that would be required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such by a report on Form 10-Q (or any successor or comparable formform applicable to RGHL or the Issuers) (which information, if RGHL and the Issuers are not required to file reports on Form 10-Q, will not be required until filed on Form 6-K (or any successor or comparable form applicable to RGHL or the earlier Issuers)); provided, however, that prior to the filing of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Senior Notes Exchange Offer Registration Statement or the Senior Notes Shelf Registration Statement has been declared effective prior Statement, as the case may be, such report shall not be required to contain any certification required by any such date,form or by law; and
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable formform applicable to RGHL or the Issuers), and
(iv) any other information, documents and other reports which the Issuer information that would be required by a Form 8-K (or any successor or comparable form applicable to RGHL or the Issuers) (which information, if RGHL and the Issuers are not required to file with reports on Form 8-K will be filed on Form 6-K (or any successor or comparable form applicable to RGHL or the SEC if it were subject to Section 13 or 15(d) of the Exchange ActIssuers)); provided, however, that RGHL (and the Issuer Issuers) shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event RGHL (or the Issuer Issuers) will post the reports specified in the first sentence of this paragraph on its website within the time periods that would apply if RGHL were required to file those reports with the SEC. In addition, RGHL will make available such information to prospective purchasers of Notes Senior Notes, in addition to providing such information to the Trustee and the holdersHolders, in each case within 15 days after the time the Issuer RGHL would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing, subjectRGHL and the Issuers may satisfy the foregoing reporting requirements (i) prior to the filing with the SEC of the Senior Notes Exchange Offer Registration Statement, in or if the case Senior Notes Exchange Offer Registration Statement is not filed within the applicable time limits pursuant to the Senior Notes Registration Rights Agreement, the Senior Notes Shelf Registration Statement, by providing the Trustee and the noteholders with (x) substantially the same information as would be required to be filed with the SEC by RGHL and the Issuers on Form 20-F (or any successor or comparable form applicable to RGHL or the Issuers) if they were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within 90 days after the end of the applicable fiscal year and (y) substantially the same information as would be required to be filed with the SEC by RGHL and the Issuers on Form 10-Q (or any such informationsuccessor or comparable form applicable to RGHL or the Issuers) if they were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within 60 days after the end of the applicable fiscal quarter and (ii) after filing with the SEC the Senior Notes Exchange Offer Registration Statement, certificates or reports provided if the Senior Notes Exchange Offer Registration Statement is not filed within the applicable time limits pursuant to the Senior Notes Registration Rights Agreement, the Senior Notes Shelf Registration Statement, but prior to the effectiveness of the Senior Notes Exchange Offer Registration Statement or Senior Notes Shelf Registration Statement, by publicly filing with the SEC the Senior Notes Exchange Offer Registration Statement or Senior Notes Shelf Registration Statement, to exceptions consistent with the presentation of financial extent any such registration statement contains substantially the same information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not as would be required to furnish any information, certificates or reports required be filed by Items 307 or 308 of Regulation S-K prior RGHL and the Issuers if they were subject to the effectiveness reporting requirements of Section 13 or 15(d) of the Exchange Offer Registration Statement or Shelf Registration StatementAct, and by providing the Trustee and the noteholders with such registration statement (and amendments thereto) promptly following the filing with the SEC thereof.
(b) In Notwithstanding the event that:
(i) provisions of Section 4.02(a), the rules annual reports, information, documents and regulations other reports filed with the SEC will include all of the SEC permit information, with respect to the Issuer financial condition and any direct or indirect parent results of operations of BP I and BP II on a combined basis separate from the Issuer to report at such parent entity’s level financial condition and results of operations from RGHL on a consolidated basis basis, that RGHL, BP I and such parent entity is not engaged in any business in any material respect other than incidental to its ownershipBP II are required, directly or indirectly, as of the capital stock of Issue Date, to include in information, documents and other reports made available pursuant to the Issuer2009 Indenture (such information, or
(ii) the “Required Financial Information”). If, at any direct time after the Issue Date, RGHL’s, BP I’s or indirect parent of BP II’s obligations to provide the Issuer is or becomes a Note Guarantor of Required Financial Information shall cease to be in full force and effect, RGHL, BP I and BP II shall make available to the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, Trustee and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial noteholders information relating substantially equivalent to the Issuer by furnishing financial Required Financial Information as if their obligations to provide such information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains under the 2009 Indenture remained in reasonable detail the differences between the information relating to such direct or indirect parent full force and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other handeffect.
(c) In additionNotwithstanding the provisions of Sections 4.02(a) and (b), RGHL will be deemed to have furnished such reports referred to above to the Issuer will make Trustee and the Holders if RGHL has filed such information available to prospective investors upon request. In addition, reports with the Issuer has agreed that, for so SEC via the ▇▇▇▇▇ filing system and such reports are publicly available.
(d) So long as any of the Senior Notes remain outstanding and during any period when it is during which BP I or the Issuers are not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g312g 3-2(b) of the Exchange Act, it each Issuer will furnish make available to the holders of the Notes Holders and to prospective investors, upon their request, the information required to be delivered pursuant to by Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s website.
Appears in 1 contract
Sources: Senior Notes Indenture (Beverage Packaging Holdings (Luxembourg) IV S.a r.l.)
Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer The Borrower shall file with the SEC (and provide the Trustee and holders Administrative Agent with copies thereof, without cost to each holderthe Administrative Agent, within 15 days after it files them with the SEC),
(i) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not to the extent permitted to be required until excluded by the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such dateSEC,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in to the case of extent permitted to be excluded by the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such dateSEC,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) subject to the foregoing, any other information, documents and other reports which the Issuer Borrower would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer Borrower shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer Borrower will make available such information to prospective purchasers assignees of Notes the Loans in addition to providing such information to the Trustee and the holdersAdministrative Agent, in each case within 15 days after the time the Issuer Borrower would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement exchange offer registration statement or Shelf Registration Statementshelf registration statement with respect to the Senior Notes, to exceptions and exclusions consistent with the presentation of financial and other information in the Offering MemorandumMemorandum (including with respect to any periodic reports provided prior to effectiveness of the exchange offer registration statement or shelf registration statement with respect to the Senior Notes, the omission of financial information required by Rule 3-10 under Regulation S-X promulgated by the SEC (or any successor provision)). If the Borrower has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the Borrower, then the annual and quarterly information required pursuant to clauses (a)(i) and (a)(ii) above shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Borrower and its Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries. Notwithstanding the foregoing, the Issuer Borrower shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement exchange offer registration statement or Shelf Registration Statementshelf registration statement with respect to the Senior Notes.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer Borrower and any direct or indirect parent of the Issuer Borrower to report at such parent entity’s level on a consolidated basis and such parent entity of the Borrower is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the IssuerBorrower, or
(ii) any direct or indirect parent of the Issuer Borrower is or becomes a Note Guarantor guarantor of the NotesLoans, consolidating consolidated reporting at the such parent entity’s level in a manner consistent with that described in this Section 4.02 6.02 for the Issuer will Borrower shall satisfy this Section 4.02, 6.02 and the Issuer may Borrower is permitted to satisfy its obligations under in this Section 4.02 6.02 with respect to financial information relating to the Issuer Borrower by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer Borrower and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors Borrower and the other Subsidiaries of the Issuer Borrower on a stand-alone standalone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer Borrower will be deemed to have furnished such reports referred to above in this Section 6.02 to the Trustee and the holders Administrative Agent if the Issuer Borrower has (i) filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, available or (ii) posted such report on the requirements Borrower’s website (or that of this Section 4.02 any of its parent companies); provided that the Borrower shall be deemed satisfied prior to notify the commencement Administrative Agent (by telecopier or electronic mail) of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s websiteany such documents.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding The Company will file with the Commission within the time periods specified in the Commission’s rules and regulations that are then applicable to the Issuer may Company (or if the Company is not be then subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act or otherwise report on Act, then the time periods for filing applicable to a filer that is not an annual and quarterly basis on forms provided for “accelerated filer” as defined in such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file regulations):
(1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q (or any successor or comparable form) and provide the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC),
(i) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, annual reports on Form 10-K (or any successor or comparable form) containing if the Company were required to file such Forms, including 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 Company’s certified independent accountants; and
(2) all current reports that would be required to be contained therein (or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not be required until filed with the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports Commission on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which if the Issuer would be Company were required to file such reports, in each case, in a manner that complies in all material respects with the SEC if it were subject to requirements specified in such form.
(b) Notwithstanding Section 13 or 15(d) of 4.06(a), the Exchange Act; provided, however, that the Issuer shall Company will not be so obligated to file such reports with the SEC Commission if the SEC Commission does not permit such filing, in which event so long as the Issuer will make Company provides such information to the Trustee and the Holders and makes available such information to prospective purchasers of Notes in addition to providing such information to the Trustee and the holdersNotes, in each case within 15 days after at the time Company’s expense and by the Issuer applicable date the Company would be required to file such information with the SEC if it were subject pursuant to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request4.06(a). In addition, to the Issuer has agreed thatextent not satisfied by the foregoing, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of are outstanding, the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it Company will furnish to the holders of the Notes Holders and to prospective investorspurchasers of the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by .
(1c) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time The requirements set forth in Section 4.02(a4.06(a) and/or (2and 4.06(b) the posting of reports that would may be required to be provided satisfied by delivering such information to the Trustee and posting copies of such information on a website (which may be non-public and may be maintained by the Company or a third party) to which access will be given to Holders and prospective purchasers of the Notes.
(d) At any time that the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, no later than five Business Days after the date of the annual and quarterly financial information for the prior fiscal period have been filed or furnished pursuant to clause (1) of Section 4.06(a), the Company shall also hold live quarterly conference calls with the opportunity to ask questions of management (which conference call requirement shall be deemed satisfied to the extent that the Company holds a quarterly earnings call with its equity holders in which the Holders are able to participate). No fewer than ten Business Days prior to the date such conference call is to be held, the Company shall issue a press release to the appropriate U.S. wire services announcing such quarterly conference call for the benefit of the Holders, beneficial owners of the Notes, prospective purchasers of the Notes, securities analysts and market making financial institutions, which press release shall contain the time and the date of such conference call and direct the recipients thereof to contact an individual at the Company (for whom contact information shall be provided in such notice) to obtain information on how to access such quarterly conference call.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, and such Unrestricted Subsidiaries hold more than 10.0% of the Total Assets of the Company on a consolidated basis, then the quarterly and annual financial information required by Section 4.06(a) shall include a reasonably detailed presentation, either on the Issuerface of the financial statements or in the footnotes thereto, and in the “Management’s websiteDiscussion and Analysis of Financial Condition and Results of Operations” section of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.
(f) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with the covenants or with respect to any reports or other documents filed with the Commission or website under this Indenture or participate in any conference calls.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that Whether or not required by the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, so long as any Notes are outstanding, the Issuer shall file Company will furnish to the holders (with a copy to the SEC (and provide the Trustee and holders with copies thereofTrustee), without cost to each holder, within 15 days after it files them with the SEC),
(i) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports by which the Issuer Company would be required to file such information or reports with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, Act as a non-accelerated filer:
(i) all quarterly and annual information that the Issuer shall not would be so obligated required to file such be contained in reports on Forms 10-Q and 10-K (or any successor or comparable form) required to be filed with the SEC if the SEC does not permit Company were required to file such filingreports, in which event the Issuer will make available such information to prospective purchasers including a “Management’s discussion and analysis of Notes in addition to providing such information financial condition and results of operations” and, with respect to the Trustee and annual information only, a report on the holders, in each case within 15 days after annual financial statements by the time the Issuer Company’s independent registered public accounting firm; and
(ii) all current reports that would be required to file such information be filed with the SEC on Form 8-K (or any successor or comparable form) if it the Company were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statementfile such reports.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer Company and any direct or indirect parent of the Issuer Company to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the IssuerCompany, or
(ii) any direct or indirect parent of the Issuer Company is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer Company will satisfy this Section 4.02, and the Issuer may Company is permitted to satisfy its obligations under in this Section 4.02 with respect to financial information relating to the Issuer Company by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer Company and its Subsidiaries, on the one hand, and the information relating to the IssuerCompany, the Note Guarantors and the other Subsidiaries of the Issuer Company on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed thatCompany shall, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain the information pursuant to Rule 12g3-2(b) of the Exchange Actrequired by this Section 4.02, it will furnish to the holders of the Notes and Notes, to bona fide prospective investors, market makers affiliated with any initial purchaser of the Notes, and any bona fide securities analyst, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company may satisfy its obligation to furnish such information by making such information available electronically (including by posting to a non-public, password-protected website maintained by the Company or a third party) to any holder, bona fide prospective investor, market maker affiliated with any initial purchaser of the Notes or bona fide securities analyst, in each case, who provides to the Company its email address, employer name and other information reasonably requested by the Company. For purposes of this Section 4.02, any prospective investor or securities analyst shall be deemed “bona fide” if it certifies it is “bona fide.”
(d) Notwithstanding the foregoing, the Issuer Company will be deemed to have furnished such the reports referred to above in this Section 4.02 to the Trustee and the holders if the Issuer Company has filed or submitted such reports with the SEC via the ▇▇▇▇▇ filing system (or successor electronic filing system) and such reports are publicly available. In addition, it being understood that the requirements Trustee shall have no responsibility to determine if such information is publicly available.
(e) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreementis for informational purposes only, and the Trustee’s receipt thereof shall not constitute constructive notice of any amendments theretoinformation contained therein or determinable from information contained therein, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy including the time requirements set forth in Section 4.02(a) and/or Company’s compliance with any of its covenants under this Indenture (2) the posting of reports that would be required as to be provided to which the Trustee and the holders is entitled to rely exclusively on the IssuerOfficer’s websiteCertificates).
Appears in 1 contract
Sources: Indenture (Enpro Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuer Holdings III may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or that Holdings III does not otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer Holdings III shall file with the SEC (and provide make available to the Trustee and holders with copies thereofHolders of the Notes (without exhibits), without cost to each holderany Holder, within 15 days after it files them with the SEC)) from and after the Issue Date,
(i1) within the 90 days (or any other time period specified then in effect under the SEC’s rules and regulations for of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filersfiler) after the end of each fiscal year, annual reports on Form 10-K (K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form), except that such report on ;
(2) within 45 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K (or any successor or comparable formQ by a non-accelerated filer) will not be required until the earlier of (x) the 105th day following after the end of such each of the first three fiscal year or (y) the 90th day following the end quarters of such each fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filersyear, reports on Form 10-Q (containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,;
(iii3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (K, or any successor or comparable form), ; and
(iv4) any other information, documents and other reports which the Issuer Holdings III would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; providedin each case, however, in a manner that complies in all material respects with the Issuer requirements specified in such form (assuming Holdings III were a U.S. person with only unsecured debt registered under the Securities Act); provided that Holdings III shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer Holdings III will make available such information to prospective purchasers of Notes Notes, in addition to providing such information to the Trustee and the holdersHolders of the Notes, in each case within 15 days after the time the Issuer Holdings III would be required to file such information with the SEC SEC, if it were subject to Section Sections 13 or 15(d) of the Exchange Act. Delivery of such reports, subject, in information and documents to the case Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any such informationinformation contained therein, certificates or reports provided prior to the effectiveness including compliance with any of the Exchange Offer Registration Statement or Shelf Registration Statement, covenants hereunder (as to exceptions consistent with which the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required Trustee is entitled to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entityrely exclusively on Officer’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon requestCertificates). In addition, to the Issuer has agreed thatextent not satisfied by the foregoing, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Actare outstanding, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will Holdings III shall furnish to the holders of the Notes Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(b) For so long as Holdings I, Holdings II or any other direct or indirect parent company of Holdings III is a Guarantor, Holdings III shall be permitted to satisfy its obligations under this Section 4.03 with respect to financial information relating to Holdings III by furnishing financial information relating to Holdings I, Holdings II or such other parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings I, Holdings II or such other parent, on the one hand, and the information relating to Holdings III and its Restricted Subsidiaries on a standalone basis, on the other hand, or, at Holdings III’s option, substantially in the form required by Rule 3-10(d) of Regulation S-X or any successor thereto.
(c) Notwithstanding anything herein to the foregoingcontrary, the Issuer Holdings III will not be deemed to have furnished such reports referred failed to above to the Trustee and the holders if the Issuer has filed such reports comply with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements any of its obligations under this Section 4.02 shall be deemed satisfied prior to 4.03 for purposes of clause (3) under Section 6.01 until 120 days after the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and date any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in report is due under this Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s website4.03.
Appears in 1 contract
Sources: Indenture (Freescale Semiconductor Holdings I, Ltd.)
Reports and Other Information. (a) Notwithstanding that the Issuer Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer Company shall file with the SEC (and provide make available to the Trustee and holders with copies thereofHolders of the Notes, without cost to each holderany Holder, within 15 days after it the Company files them with the SEC)) from and after the Issue Date,
(i1) within the 90 days (or any other time period specified then in effect under the SEC’s rules and regulations for of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filersfiler) after the end of each fiscal year, annual reports on Form 10-K (K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form), except that such report on Form 10-K ;
(or any successor or comparable form2) will not be required until the earlier of (x) the 105th day following within 45 days after the end of such each of the first three fiscal year or (y) the 90th day following the end quarters of such each fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filersyear, reports on Form 10-Q (containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,;
(iii3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (K, or any successor or comparable form), ; and
(iv4) any other information, documents and other reports which that the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided, however, that the Issuer Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will Company shall make available such information to prospective purchasers of Notes Notes, in addition to providing such information to the Trustee and the holdersHolders of the Notes, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC SEC, if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, to the Issuer has agreed thatextent not satisfied by the foregoing, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of are outstanding, the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will Company shall furnish to the holders of the Notes Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding .
(b) In the foregoingevent that any direct or indirect parent company of the Company becomes a Guarantor of the Notes, the Issuer Company may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Company by furnishing financial information relating to such parent company; provided, however, that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand.
(c) If the Company has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the Company, then the annual and quarterly information required by the first paragraph of this Section 4.03 shall include a presentation of selected financial metrics (in the Company’s sole discretion) of such Unrestricted Subsidiaries as a group in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
(d) The Company may satisfy its obligations under this Section 4.03 by furnishing financial information relating to any parent entity of the Company; provided, however, that the same is accompanied by selected financial metrics (in the Company’s sole discretion) that show the differences between the information relating to such parent, on the one hand, and the information relating to the Company and the Restricted Subsidiaries on a standalone basis, on the other hand.
(e) Notwithstanding anything herein to the contrary, the Company will not be deemed to have failed to comply with any of its obligations hereunder for purposes of clause (3) of Section 6.01(a) hereof until 120 days after the receipt of the written notice delivered thereunder. To the extent any information is not provided within the time periods specified in this Section 4.03 and such information is subsequently provided, the Company will be deemed to have furnished satisfied its obligations with respect thereto at such reports referred to above to the Trustee time and the holders if the Issuer has filed such reports any Default with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 respect thereto shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s websitehave been cured.
Appears in 1 contract
Sources: Indenture (DJO Finance LLC)
Reports and Other Information. (a) Notwithstanding that the Issuer Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer Company shall file with the SEC (and provide make available to the Trustee Administrative Agent and holders with copies thereofthe Lenders (without exhibits), without cost to each holderany Lender, within 15 fifteen days after it files has filed them with the SEC),) from and after the Closing Date;
(i) within the ninety days (or any other time period specified then in effect under the SEC’s rules and regulations for of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filersfiler) after the end of each fiscal year, annual reports on Form 10-K (K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,;
(ii) within the forty-five days (or any other time period specified then in effect under the SEC’s rules and regulations for of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filersfiler) after the end of each of the first three fiscal quarters of each fiscal year (commencing with the fiscal quarter ending March 31, 2008), reports on Form 10-Q (containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,;
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (K, or any successor or comparable form), ; and
(iv) any other information, documents and other reports which the Issuer Borrowers would be required to file with the SEC if it they were subject to Section 13 or 15(d) of the Exchange Act; providedin each case of the foregoing clauses (i) through (iv), however, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes in addition to providing Company shall provide such information to the Trustee Administrative Agent and the holders, in each case Lenders within 15 fifteen days after the time when the Issuer Company would be required to file such information with the SEC SEC, if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.;
(b) In in the event that:
(i) the rules and regulations of the SEC permit the Issuer and that any direct or indirect parent company of the Issuer to report at such parent entity’s level on Company becomes a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, guarantor of the capital stock of Loans, the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may Company shall be permitted to satisfy its obligations under this Section 4.02 6.01 with respect to financial information relating to the Issuer Company by furnishing financial information relating to such direct or indirect parent; provided that such financial information the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiariesparent, on the one hand, and the information relating to the Issuer, the Note Guarantors Company and the other Restricted Subsidiaries of the Issuer on a stand-alone standalone basis, on the other hand.;
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 6.01 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by Exchange Offer (as defined in the Registration Rights Agreement relating to the Senior Notes Indenture) or the effectiveness of the Shelf Registration Statement (as defined in the Senior Notes Indenture) by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or (as defined in the Senior Notes Indenture) or Shelf Registration Statement (as defined in accordance with the provisions of such Registration Rights AgreementSenior Notes Indenture) (or any other similar registration statement), and any amendments thereto, and with such registration statement and/or amendments thereto are financial information that satisfies Regulation S-X of the Securities Act, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum (as defined in the Senior Notes Indenture), to the extent filed at times that otherwise satisfy within the time requirements set forth in Section 4.02(a) and/or specified above, or (2) posting on its website and providing to the posting Administrative Agent within fifteen days of the time periods after the Company would have been required to file annual and interim reports with the SEC, the financial information (including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section) that would be required to be provided included in such reports, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum (as defined in the Senior Notes Indenture), to the Trustee and extent filed within the holders on times specified above; and
(d) notwithstanding anything herein to the Issuer’s websitecontrary, the Company will not be deemed to have failed to comply with any of its obligations under this Section 6.01 for purposes of Section 8.01(c) hereof until sixty days after the date any report is due under this Section 6.01.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (and provide make available to the Trustee and holders with copies thereofHolders of the Notes (without exhibits), without cost to each holderany Holder, within 15 days after it the Issuer files them with the SEC)) from and after the Issue Date,
(i1) within the 90 days (or any other time period specified then in effect under the SEC’s rules and regulations for of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filersfiler) after the end of each fiscal year, annual reports on Form 10-K (K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form), except that such report on Form 10-K ;
(or any successor or comparable form2) will not be required until the earlier of (x) the 105th day following within 45 days after the end of such each of the first three fiscal year or (y) the 90th day following the end quarters of such each fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filersyear, reports on Form 10-Q (containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,;
(iii3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (K, or any successor or comparable form), ; and
(iv4) any other information, documents and other reports which that the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; providedin each case, however, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will shall make available such information to prospective purchasers of Notes Notes, in addition to providing delivering such information to the Trustee and the holdersHolders of the Notes, in each case within 15 days after the time the Issuer would be required to file such information with the SEC SEC, if it were subject to Section Sections 13 or 15(d) of the Exchange Act, subject, in which obligation to deliver such information may be satisfied by posting such information on its website within the case of time period specified above. To the extent any such informationinformation is not furnished within the time periods specified above and such information is subsequently furnished (including upon becoming publicly available, certificates by filing such information with the SEC), the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any default with respect thereto shall be deemed to have been cured; provided, that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or reports provided cancelled prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statementsuch cure. In addition, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding extent not satisfied by the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding .
(b) In the foregoingevent that any direct or indirect parent company of the Issuer becomes a guarantor of the Notes, the Issuer will be deemed may satisfy its obligations under this Section 4.03 with respect to have furnished financial information relating to the Issuer by furnishing financial information relating to such reports referred parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to above such parent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand.
(c) Delivery of such reports, information and documents to the Trustee as may be required pursuant to this Section 4.03 is for informational purposes only and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions Trustee’s receipt of such Registration Rights Agreementshall not constitute constructive notice of any information contained therein or determinable from the information contained therein, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on including the Issuer’s websitecompliance with any of its covenants hereunder.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that the Issuer Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer Company shall file with the SEC (and provide the Trustee and holders Holders with copies thereof, without cost to each holderHolder, within 15 days after it files them with the SEC),
(i) within 90 days after the time end of each fiscal year (or such shorter period specified in as may be required by the SEC’s rules and regulations for non-accelerated filers, or such longer period as may be permitted by Rule 12b-25 of the Exchange Act), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within 45 days after the time end of each of the first three fiscal quarters of each fiscal year (or such shorter period specified in as may be required by the SEC’s rules and regulations for non-accelerated filers, or such longer period as may be permitted by Rule 12b-25 of the Exchange Act), reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in for filing current reports on Form 8-K by the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will Company shall make available such information to prospective purchasers of Notes Notes, including by posting such reports on the primary website of the Company or its Subsidiaries in addition to providing such information to the Trustee and the holdersHolders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer Company and any direct or indirect parent of the Issuer Company to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock Capital Stock of the IssuerCompany, or
(ii) any direct or indirect parent of the Issuer is or Company becomes a Note Guarantor of Guarantor, the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may Company shall be permitted to satisfy its foregoing obligations under this Section 4.02 with respect to financial information relating to the Issuer Company by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer Company and its Subsidiaries, on the one hand, and the information relating to the IssuerCompany, the Note Guarantors Guarantors, if any, and the other Subsidiaries of the Issuer on a stand-alone standalone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed thatThe Company shall, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders Holders of the Notes and to prospective investorsNotes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer Company will be deemed to have furnished such reports referred to above to the Trustee and the holders Holders if the Issuer Company has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s website.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that the Issuer Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer Company shall file with the SEC (and provide the Trustee and holders Holders with copies thereof, without cost to each holderHolder, within 15 days after it files them with the SEC),
(i) within 90 days after the time end of each fiscal year (or such shorter period specified in as may be required by the SEC’s rules and regulations for non-accelerated filers, or such longer period as may be permitted by Rule 12b-25 of the Exchange Act), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within 45 days after the time end of each of the first three fiscal quarters of each fiscal year (or such shorter period specified in as may be required by the SEC’s rules and regulations for non-accelerated filers, or such longer period as may be permitted by Rule 12b-25 of the Exchange Act), reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in for filing current reports on Form 8-K by the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will Company shall make available such information to prospective purchasers of Notes Notes, including by posting such reports on the primary website of the Company or its Subsidiaries in addition to providing such information to the Trustee and the holdersHolders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s website.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that the Issuer Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer Company shall file with the SEC (and provide the Trustee and holders Holders with copies thereof, without cost to each holderHolder, within 15 days after it files them with the SEC),
, (i) within 90 days after the time period specified in the SEC’s rules and regulations for non-accelerated filersend of each fiscal year, annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within 45 days after the time period specified in end of each of the SEC’s rules and regulations for non-accelerated filersfirst three fiscal quarters of each fiscal year, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (or any successor or comparable form), and
and (iv) any other information, documents and other reports which the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer Company will make available such information to prospective purchasers of Notes Securities, in addition to providing such information to the Trustee and the holdersHolders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement earlier of (i) 90 days after the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by Closing Date and (1ii) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement, by the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement, with such financial information that satisfies Regulation S-X of the Securities Act, provided, however, that in accordance with order for the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(aclause (i) and/or (2) the posting of reports that would be required above to be provided deemed satisfied with respect to the Trustee and year ended December 29, 1998, such Exchange Offer Registration Statement or Shelf Registration Statement must include audited financial statements for the holders on the Issuer’s websiteyear ended December 29, 1998.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SECSo long as any Notes are outstanding, the Issuer shall file with the SEC (and provide Company will furnish to the Trustee and holders with copies thereof, the Holders of the Notes (without cost to each holder, exhibits) within 15 days after it files them with each of the SEC),periods set forth below:
(i1) within 90 days after the time period specified in the SEC’s rules and regulations for non-accelerated filersend of each fiscal year, annual reports containing substantially all of the information that would have been required to be contained in an Annual Report on Form 10-K (of the Company, or any successor or comparable form) , containing substantially all of the information required to be contained therein (therein, or required in such successor or comparable form);
(2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, except quarterly reports containing substantially all of the information that such report would have been required to be contained in a Quarterly Report on Form 10-K (Q of the Company, or any successor or comparable form) will not be required until the earlier , containing substantially all of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (therein, or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,; and
(iii3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (K, or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer shall not no such report or information will be required to be so obligated furnished if the Company determines in good faith that such event is not material to file such reports the Holders of the Notes or the business, assets, operations or financial condition of the Company and its Restricted Subsidiaries, taken as a whole; in each case, in a manner that complies in all material respects with the SEC if requirements specified in such form; provided, that the SEC does not permit such filing, in which event the Issuer will Company shall make available such information to prospective purchasers of Notes Notes, in addition to providing such information to the Trustee and the holdersTrustee, in each case within 15 days after the time the Issuer would be required to file including by posting such information with on a password protected online data system requiring user identification or the SEC if it were subject website of Opco, the Company or any of its direct or indirect parent companies (which may be password protected so long as the password is made promptly available by the Company to Section 13 or 15(dthe Trustee, the Holders of the Notes and such prospective purchasers upon request); provided, further, that such reports required pursuant to clauses (1), (2) and (3) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer this Section 4.03(a) (a) shall not be required to furnish any informationcomply with Section 302, certificates Section 404 or reports required by Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or related Items 307 or and 308 of Regulation S-K prior promulgated by the SEC, or Item 10(e) of Regulation S-K (with respect to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
any non-GAAP financial measures contained therein), (b) In shall not be required to comply with Items 402, 403, 406 and 407 of Regulation S-K promulgated by the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownershipSEC, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In additionshall not be required to comply with Rule 3-10 or Rule 3-16 of Regulation S-X promulgated by the SEC, (d) shall not be required to include any segment or business unit level financial information except to the Issuer will make such information available extent included in the Offering Memorandum and (e) shall not be required to prospective investors upon requestinclude any exhibits that would have been required to be filed pursuant to Item 601 of Regulation S-K promulgated by the SEC. In addition, to the Issuer has agreed extent not satisfied by the foregoing, the Company will agree that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Actare outstanding, it will furnish to the holders of the Notes Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding For so long as the foregoingCompany and its Subsidiaries (other than Opco and its Subsidiaries) do not have any material assets on a consolidated basis that are not reflected on a consolidated balance sheet of Opco (other than (i) cash and Cash Equivalents, and (ii) Equity Interests and Indebtedness of the Co-Issuer and Holdings and any Subsidiary of Holdings or Opco) and do not conduct any material operations that are not conducted through Opco and its Subsidiaries, the Issuer Company may satisfy its reporting obligations under this Section 4.03 relating to the Company by furnishing the annual reports on Form 10-K, quarterly reports on Form 10-Q, other reports on Form 8-K and other financial information relating to Opco; provided, however, that the same is accompanied by information that explains in reasonable detail the differences between the financial information relating to the Company and its consolidated Subsidiaries (other than Opco and its Subsidiaries, as the case may be) on the one hand, and the financial information reflected in such financial information relating to Opco and its consolidated Subsidiaries, on the other hand; provided, further, that any obligation of the Company to furnish or deliver any such reports and information to the Trustee, the Holders of the Notes and such prospective purchasers of Notes shall be deemed satisfied if such reports or information shall have been filed by Opco with the SEC pursuant to its Electronic Data Gathering Analysis and Retrieval System (or any successor system). To the extent financial information, including any financial statements, of Opco are substituted for those of the Company in reliance on the preceding sentence, then references herein to any financial statements of the Company shall be deemed to refer to the financial information for the Company and the Subsidiaries of the Company described above.
(b) In the event that any direct or indirect parent company of the Company becomes a guarantor of the Notes, the Company may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Company by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand.
(c) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
(d) Notwithstanding anything herein to the contrary, failure by the Company to comply with any of its obligations under this Section 4.03 for purposes of Section 6.01(a)(3) hereof will not constitute an Event of Default thereunder until 90 days after the receipt of the written notice delivered thereunder. To the extent any information is not provided within the time periods specified in this Section 4.03 and such information is subsequently provided, the Company will be deemed to have furnished satisfied its obligations with respect thereto at such reports referred to above to the Trustee time and the holders if the Issuer has filed such reports any Default with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 respect thereto shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s websitehave been cured.
Appears in 1 contract
Sources: Indenture (Michaels Companies, Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (and provide with a copy to the Trustee unless filed and holders with copies thereof, without cost to each holder, within 15 days after it files them with available on the SEC),’s ▇▇▇▇▇ website) from and after the Issue Date:
(i) within 90 days after the time period specified in the SEC’s rules and regulations for non-accelerated filersend of each fiscal year, annual reports on Form 10-K (K, or any successor or comparable formform (if the Issuer had been a reporting company under Section 15(d) of the Exchange Act), containing substantially all the information that would be required to be contained therein (therein, or required in such successor or comparable form);
(ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, except that such report reports on Form 10-K Q, or any successor or comparable form (if the Issuer had been a reporting company under Section 15(d) of the Exchange Act), containing substantially all the quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form;
(iii) will not promptly after the occurrence of a material event which would have been required to be required until the earlier of reported on a Form 8-K or any successor or comparable form (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Issuer had been a reporting company under Section 15(d) of the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior Act), a current report relating to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports event on Form 108-Q (K or any successor or comparable form) containing ; in each case, in a manner that complies in all material respects with the information required to be contained therein (or required requirements specified in such successor form (except as described above or comparable form), except that below and subject to exceptions consistent with the presentation of information included or incorporated by reference in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulationsOffering Memorandum), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer shall not be so obligated to file such reports referred to in clauses (i), (ii) and (iii) above with the SEC if the SEC does not permit such filing, in which event the Issuer will shall make available such information to the Trustee, the Holders and prospective purchasers of Notes in addition to providing such information to the Trustee and the holdersNotes, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, to the Issuer has agreed thatextent not satisfied by the foregoing, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of are outstanding, the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will Issuer shall furnish to the holders of the Notes Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(b) The Issuer may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to HLT Parent or HWP (or any parent entity of HLT Parent or HWP) as long as HLT Parent or HWP (or any such parent entity of HLT Parent or HWP) provides a Guarantee of the Notes.
(c) If with respect to any reporting period(s) covered in the applicable report, the Issuer’s Unrestricted Subsidiaries would, individually or in the aggregate, constitute a “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X promulgated pursuant to the Securities Act (as such regulation is in effect on the Issue Date)), then the applicable annual and quarterly financial information required by clauses (a)(i) and (a)(ii) above shall include a supplemental section in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presenting (in a manner consistent with the presentation of information included or incorporated by reference in the Offering Memorandum) selected financial measures of such Unrestricted Subsidiaries in the aggregate (separate from the financial information of the Issuer and its Restricted Subsidiaries).
(d) Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations hereunder for purposes of clause (iii) of Section 6.01(a) hereof until 120 days after the receipt of the written notice delivered thereunder. Notwithstanding To the foregoingextent any information is not provided within the time periods specified in this Section 4.03 and such information is subsequently provided, the Issuer will be deemed to have furnished satisfied its obligations with respect thereto at such reports referred to above to the Trustee time and the holders if the Issuer has filed such reports any Default with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 respect thereto shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s websitehave been cured.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with will provide to the SEC Holders the following reports:
(and provide the Trustee and holders with copies thereof, without cost to each holder, 1) within 15 120 days after it files them with the SEC),
(i) within the time period specified end of each fiscal year, all financial information that would be required to be contained in the SEC’s rules and regulations for non-accelerated filers, an annual reports report on Form 10-K (under the Exchange Act, or any successor or comparable form, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and a report on the annual financial statements by the Issuer’s independent registered public accounting firm;
(2) containing within 60 days after the end of each of the first three fiscal quarters of each fiscal year, all financial information that would be required to be contained therein (or required in such successor or comparable form), except that such a quarterly report on Form 10-K (Q under the Exchange Act, or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,; and
(ii3) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case applicable number of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period days specified in the SEC’s rules and regulations), such other all current reports that would be required to be filed with the SEC on Form 8-K (under the Exchange Act, or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes in addition to providing such information to the Trustee and the holders, in each case within 15 days after the time the Issuer would be required to file such information case, in a manner that complies in all material respects with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, requirements specified in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statementform.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make provide to the Holders, by no later than April 30, 2013, a statement of its Station Operating Income for the Television Segment for the two fiscal quarter period ended December 31, 2012 and a reconciliation of Station Operating Income for the Television Segment to the most directly comparable financial measure calculated in accordance with GAAP; provided that this Section 4.11(b) shall not apply with respect to any fiscal period in which the last proviso to Section 1(b) of the Notes shall apply.
(c) Further, the Issuer will provide to the Holders, within 120 days after the end of the last fiscal quarter of each fiscal year, commencing with the fiscal year ended December 31, 2013, and within 60 days after the end of the second fiscal quarter of each fiscal year, commencing with the fiscal quarter ended June 30, 2013, a statement of its Station Operating Income for the Television Segment for the consecutive four fiscal quarter period ending with such fiscal quarter, together with Station Operating Income for the Television Segment for the comparable prior year periods and a reconciliation of Station Operating Income for the Television Segment to the most directly comparable financial measure calculated in accordance with GAAP; provided that this Section 4.11(c) shall not apply with respect to any fiscal period in which the last proviso to Section 1(b) of the Notes shall apply.
(d) Also, the Issuer will provide to the Holders, within 120 days after the end of the last fiscal quarter of each fiscal year, commencing with the fiscal year ended December 31, 2012, and within 60 days after the end of the second fiscal quarter of each fiscal year, commencing with the fiscal quarter ended June 30, 2013, a statement of its Secured Leverage Ratio as of the end of such fiscal year or such fiscal quarter, as applicable; provided that this Section 4.11(d) shall not apply with respect to any fiscal period in which the last proviso to Section 1(b) of the Notes shall apply.
(e) The Issuer will not be required to include the information pursuant to Section 4.11(b), (c) and (d) in any annual report on Form 10-K or quarterly report on Form 10-Q under the Exchange Act but may include such information available in an earnings release, press release or other format permitted under Section 4.11(f).
(f) The requirements set forth in Section 4.11(a) through (e) may be satisfied by (a) filing or furnishing such information with or to the SEC or (b) posting copies of such information on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access will be given to Holders, prospective investors upon requestin the Notes (which prospective investors shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act, non-U.S. persons (as defined in Regulation S under the Securities Act) and institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) that certify their status as such to the reasonable satisfaction of the Issuer), and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. The Trustee shall have no responsibility for determining whether or not such information has been posted, and if any information has been posted to a website not maintained by the SEC, then the Issuer shall provide prompt notice of such posting to the Trustee.
(g) In addition, to the Issuer has agreed thatextent not satisfied by the foregoing, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of are outstanding, the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it Issuer will furnish to the holders of the Notes Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding .
(h) Promptly after the foregoingIssuer’s earnings for the prior fiscal period have been made available, beginning when earnings for the quarter ended December 31, 2011 have been made available pursuant to this covenant, the Issuer will be deemed shall hold live quarterly conference calls with the opportunity to ask questions of management. No fewer than three Business Days prior to the date of each such conference call, the Issuer shall issue a press release to an appropriate U.S. wire service announcing the time and the date of such conference call and directing the beneficial owners of, and prospective investors in, the Notes and securities analysts how to access such conference call. The Trustee shall have furnished no responsibility for determining whether or not such reports referred conference calls have been held.
(i) If the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary, then the annual and quarterly financial information required under this section shall include a reasonably detailed presentation, as determined in Good Faith by the Issuer, either on the face of the financial statements or in the footnotes to above the financial statements and in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section, of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries.
(j) In the event that any Parent of the Issuer becomes a full and unconditional guarantor of the Notes, the Issuer may satisfy its obligations under this covenant to provide consolidated financial information of the Issuer by furnishing consolidated financial information relating to such Parent; provided that (a) such financial statements are accompanied by consolidating financial information for such Parent, the Issuer, the Guarantors and the Non-Guarantor Subsidiaries in the manner prescribed by the SEC and (b) such Parent is not engaged in any business in any material respect other than incidental or related to its ownership, directly or indirectly, of the Capital Stock of the Issuer.
(k) Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the holders if the Issuer has filed Trustee’s receipt of such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In additionshall not constitute constructive notice of any information contained therein or determinable from information contained therein, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on including the Issuer’s websitecompliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).
Appears in 1 contract
Sources: Senior Secured Notes Indenture (Spanish Broadcasting System Inc)
Reports and Other Information. (a) Notwithstanding So long as any Notes are outstanding notwithstanding that following the Issue Date the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the Commission (unless such filing is not permitted under the Exchange Act or by the Commission), so long as the Notes are outstanding, the annual reports, information, documents and other reports that the Issuer may Company is required to file with the Commission pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject (the “Required Filing Dates”); provided that at any time the Company is not required to be subject to the reporting requirements of Section 13 13(a) or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated the Company is not permitted by the SEC, Exchange Act or the Issuer shall Commission to file with the SEC (and provide Commission the Trustee and holders with copies thereofannual reports, without cost to each holder, within 15 days after it files them with the SEC),
(i) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer that it would be required to file with the SEC if it were subject to the reporting requirements of Section 13 or 15(d13(a) of the Exchange Act; provided, however, that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes in addition to providing such information to the Trustee and the holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case Company will within 15 days of any such information, certificates or reports provided prior each Required Filing Date provide to the effectiveness Trustee and, upon request, to Holders a copy of all of the Exchange Offer Registration Statement or Shelf Registration Statement, information and reports (without exhibits) it would have been required to exceptions consistent file with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required Commission pursuant to furnish any information, certificates Section 13(a) or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement15(d) if it were so subject.
(b) In The Company will be deemed to have satisfied the event that:
(irequirements of Section 3.2(a) if any Parent Entity is subject to the rules and regulations reporting requirements of Section 13(a) or 15(d) of the SEC permit the Issuer Exchange Act and any direct has filed reports required under Section 13(a) or indirect parent 15(d) of the Issuer to report at such parent entity’s level on a consolidated basis Exchange Act with the Commission via the E▇▇▇▇ (or successor) filing system and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parentreports are publicly available; provided that to the extent such financial information is related to such Parent Entity, such information is accompanied by consolidating information information, which may be unaudited, that explains in reasonable detail the differences between the information relating to of such direct or indirect parent and any of its Subsidiaries other than the Issuer and its SubsidiariesParent Entity, on the one hand, and the information relating to the Issuer, the Note Guarantors Company and the other its Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In additionDelivery of reports, the Issuer will make such information available to prospective investors upon request. In additionand documents (including, the Issuer has agreed thatwithout limitation, for so long as any Notes remain outstanding during any period when it is not subject to reports contemplated under this Section 13 or 15(d3.2) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee is for informational purposes only and the holders if Trustee’s receipt of them will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer has filed such reports Company’s compliance with any of its covenants hereunder (as to which the SEC via Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall have no liability or responsibility for the ▇▇▇▇▇ filing system and such reports are publicly available. In additionfiling, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes timeliness or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions content of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s websitereports.
Appears in 1 contract
Sources: Indenture (Lannett Co Inc)
Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall be required to file with the SEC (and SEC, or provide the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC),Holders with:
(i1) within 90 days (or the successor time period specified then in effect under the SEC’s rules and regulations Exchange Act for a non-accelerated filersfiler plus any grace period provided by Rule 12b-25 under the Exchange Act) after the end of each fiscal year, annual reports of the Issuer on Form 10-K (K, or any successor or comparable form;
(2) containing the information required to be contained therein within 45 days (or required the successor time period then in such successor or comparable form)effect under the Exchange Act for a non-accelerated filer plus any grace period provided by Rule 12b-25 under the Exchange Act) after the end of each of the first three fiscal quarters of each fiscal year, except that such report quarterly reports of the Issuer on Form 10-K (Q, or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,; and
(ii3) within the time period periods specified for filing Current Reports on Form 8-K after the occurrence of each event that would have been required to be reported in a Current Report on Form 8-K under the SEC’s rules and regulations for non-accelerated filersExchange Act if the Issuer had been a reporting company under the Exchange Act, current reports on Form 108-Q (K, or any successor or comparable form) containing the information ; provided that no such Current Reports shall be required to be contained therein filed or provided that are not material to the interests of Holders in their capacities as such (as determined in good faith by the Issuer) or required in such successor the business, assets, operations, financial positions or comparable form), except that in the case prospects of the quarters ending in fiscal year 2010 Issuer and the Restricted Subsidiaries, taken as a whole. Notwithstanding the foregoing, (A) none of the foregoing reports shall be required to (i) contain the separate financial information for Guarantors and non-guarantor subsidiaries contemplated by Rule 3-10, 3-16, 13-01 or 2011, such report on 13-02 of Regulation S-X promulgated by the SEC or (ii) present any information required by Item 9A of Form 10-Q K, Items 307 or 308 of Regulation S-K (or, in each case, any successor item or provision in respect thereof) or any successor other rule or comparable formregulation implementing Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or by Item 402 of Regulation S-K and (B) will not be required until if any Parent Entity is a Guarantor of the earlier of (x) Notes, the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event reports, information and other documents required to be therein reported filed and provided as described above may be those of a parent company, rather than those of the Issuer, so long as such filings would otherwise satisfy in all material respects the requirements of clauses (and in any event within the time period specified in the SEC’s rules and regulations1), (2) or (3) above; provided that if such parent company holds material assets (other than cash, Cash Equivalents and the Capital Stock of the Issuer and Restricted Subsidiaries) such annual and quarterly reports shall include a reasonable explanation of the material differences between the assets, liabilities and results of operations of such parent company and its consolidated Subsidiaries on Form 8-K the one hand, and the Issuer and the Restricted Subsidiaries on the other hand. Delivery of such reports to the trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (or any successor or comparable formas to which the Trustee is entitled to rely exclusively on Officers’ Certificates), and.
(ivb) any other informationNotwithstanding anything herein to the contrary, documents and other reports which (A) the Issuer would shall not be required deemed to file have failed to comply with any of its obligations described under this Section 4.03 for purposes of Section 6.01(a)(3) until 60 days after the SEC if it were subject to Section 13 or 15(ddate any such report is due hereunder and (B) of the Exchange Act; provided, however, that the Issuer shall not be so obligated to file such reports with the SEC (i) if the SEC does not permit such filingfiling and (ii) subject to clause (A) of this sentence, in which event the Issuer will make makes available such the applicable information to prospective purchasers of Notes upon request, in addition to providing such information to the Trustee and the holdersTrustee, in each case case, within 15 days after the time applicable date the Issuer would be required to file such information with pursuant to the SEC if it were subject to Section 13 or 15(d) first paragraph of this section. To the Exchange Act, subject, in the case of extent any such informationinformation is not so filed or furnished, certificates as applicable, within the time periods specified above and such information is subsequently filed or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statementfurnished, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoingas applicable, the Issuer shall not be required deemed to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer have satisfied its obligations with respect thereto at such time and any direct Default or indirect parent Event of Default (unless the Issuer to report Notes have been accelerated at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(iitime) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect thereto shall be deemed to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other handhave been cured.
(c) In additionIf the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary, then the annual and quarterly information required by Section 4.03(a) shall include information (which need not be audited or reviewed by the Issuer’s auditors) regarding such Unrestricted Subsidiaries substantially comparable to the financial information of the Unrestricted Subsidiaries presented in the Offering Memorandum in the penultimate paragraph under “Summary—Our Company”; provided that no such information shall be required if such financial information is not material compared to the applicable financial information of the Issuer and its Subsidiaries on a consolidated basis or if such Unrestricted Subsidiaries are not material to the Issuer and its Subsidiaries on a consolidated basis.
(d) So long as the Notes are outstanding and the reports required to be delivered under this Section 4.03 are not filed with the SEC, the Issuer will make such information available shall maintain a website (that, at the option of the Issuer, may be password protected) to which Holders, prospective investors investors, broker-dealers and securities analysts are given access promptly upon request. In additionrequest and to which all the reports required by this Section 4.03 are posted.
(e) To the extent not satisfied by the reports referred to in Section 4.03(a), the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will shall furnish to the holders of the Notes and to Holders, prospective investors, broker-dealers and securities analysts, upon their request, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. Notwithstanding the foregoing.
(f) The Trustee shall have no obligation to determine whether or not such information, the Issuer will be deemed to have furnished such documents or reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of in this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated have been filed by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s website.
Appears in 1 contract
Sources: Indenture (FTAI Aviation Ltd.)
Reports and Other Information. (a) Notwithstanding that the Issuer Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SECCommission, the Issuer Company shall file with the SEC Commission (and provide make available to the Trustee and holders with copies thereofHolders (without exhibits), without cost to each holderHolder, within 15 days after it files them with the SEC),Commission):
(i1) within 90 days (or the successor time period specified then in effect under the SEC’s rules and regulations of the Exchange Act for a non-accelerated filersfiler) plus any grace period provided by Rule 12b-25 under the Exchange Act, after the end of each fiscal year, annual reports on Form 10-K (K, or any successor or comparable form;
(2) containing the information required to be contained therein within 45 days (or required the successor time period then in such successor or comparable form)effect under the rules and regulations of the Exchange Act for a non-accelerated filer) plus any grace period provided by Rule 12b-25 under the Exchange Act, except that such report on Form 10-K (or any successor or comparable form) will not be required until the earlier of (x) the 105th day following after the end of such each of the first three fiscal year or (y) the 90th day following the end quarters of such each fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filersyear, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,Q;
(iii3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (K, or any successor or comparable form), ; and
(iv4) any other information, documents and other reports which the Issuer Company would be required to file with the SEC Commission if it were subject to Section Sections 13 or 15(d) of the Exchange Act; provided, however, provided that the Issuer Company shall not be so obligated to file such reports with the SEC Commission if the SEC Commission does not permit such filing, in which event the Issuer will Issuers shall make available such information to prospective purchasers of Notes the Notes, in addition to providing such information to the Trustee and the holders, Holders in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC Commission, if it were subject to Sections 13 or 15(d) of the Exchange Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The availability of the foregoing materials on the Commission’s ▇▇▇▇▇ service (or its successor) shall be deemed to satisfy the Issuers’ delivery obligation, provided, however, that the Trustee shall have no obligation whatsoever to determine if such materials have been made so available. In the event that any direct or indirect parent entity of the Company becomes a Guarantor of the Notes, this Indenture will permit the Company to satisfy its obligations under this Section 1009 with respect to financial information relating to the Company by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that describes in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and the Restricted Subsidiaries on a standalone basis, on the other hand. Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement described in the Registration Rights Agreement (1) by the filing with the Commission of the Exchange Offer Registration Statement or Shelf Registration Statement (or any other similar registration statement), and any amendments thereto, with such financial information that satisfies Regulation S-X, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum, to the extent filed within the times specified above, or (2) by posting reports that would be required to be filed substantially in the form required by the Commission on the Company’s website (or that of any of its parent entities) or providing such reports to the Trustee within 15 days after the time the Company would be required to file such information with the Commission (which for the first quarterly report required to be posted or provided after the Issue Date shall be 60 days after the end of the applicable fiscal quarter) if it were subject to Section 13 or 15(d) of the Exchange Act, subjectthe financial information that would be required to be included in such reports, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, subject to exceptions and omissions of certain information consistent with the presentation of financial and other information in the Offering Memorandum, to the extent filed within the times specified above. Notwithstanding anything to the foregoingcontrary in this Indenture, the Issuer shall Company will not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred failed to above to the Trustee and the holders if the Issuer has filed such reports comply with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements any of its obligation under this Section 4.02 shall be deemed satisfied prior to 1009 for purposes of Section 501(3) until 30 days after the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and date on which any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s websitereport hereunder is due.
Appears in 1 contract
Sources: Indenture (TRAC Intermodal LLC)
Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall be required to file with the SEC (and SEC, or provide the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC),Holders with:
(i1) within 90 days (or the successor time period specified then in effect under the SEC’s rules and regulations Exchange Act for a non-accelerated filersfiler plus any grace period provided by Rule 12b-25 under the Exchange Act) after the end of each fiscal year, annual reports of the Issuer on Form 10-K (K, or any successor or comparable form;
(2) containing the information required to be contained therein within 45 days (or required the successor time period then in such successor or comparable form)effect under the Exchange Act for a non-accelerated filer plus any grace period provided by Rule 12b-25 under the Exchange Act) after the end of each of the first three fiscal quarters of each fiscal year, except that such report quarterly reports of the Issuer on Form 10-K (Q, or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,; and
(ii3) within the time period periods specified for filing Current Reports on Form 8-K after the occurrence of each event that would have been required to be reported in a Current Report on Form 8-K under the SEC’s rules and regulations for non-accelerated filersExchange Act if the Issuer had been a reporting company under the Exchange Act, current reports on Form 108-Q (K, or any successor or comparable form) containing the information ; provided that no such Current Reports shall be required to be contained therein filed or provided that are not material to the interests of Holders in their capacities as such (as determined in good faith by the Issuer) or required in such successor the business, assets, operations, financial positions or comparable form), except that in the case prospects of the quarters ending Issuer and the Restricted Subsidiaries, taken as a whole. Notwithstanding the foregoing, (A) none of the foregoing reports shall be required to (i) contain the separate financial information for Guarantors and non-guarantor subsidiaries contemplated by Rule 3-09, 3-10, 3-16, 13-01 or 13-02 of Regulation S-X promulgated by the SEC (or, in fiscal year 2010 each case, any successor item or 2011, such report on provision in respect thereof) or (ii) present any information required by Item 9A of Form 10-Q K, Items 307 or 308 of Regulation S-K (or, in each case, any successor item or provision in respect thereof) or any other rule or regulation implementing Sections 302, 404 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or Item 402 of Regulation S-K, or Item 601 of Regulation S-K (or, in each case, any successor item or comparable formprovision in respect thereof) will not be required until and (B) if any direct or indirect parent company of the earlier Issuer is a Guarantor of (x) the 60th day following Notes, the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event reports, information and other documents required to be therein reported filed and provided as described above may be those of a parent Issuer, rather than those of the Issuer, so long as such filings would otherwise satisfy in all material respects the requirements of clauses (and in any event within the time period specified in the SEC’s rules and regulations1), (2) or (3) above; provided that if such parent company holds material assets (other than cash, Cash Equivalents and the Capital Stock of the Issuer and Restricted Subsidiaries) such annual and quarterly reports shall include a reasonable explanation of the material differences between the assets, liabilities and results of operations of such parent company and its consolidated Subsidiaries on Form 8-K the one hand, and the Issuer and the Restricted Subsidiaries on the other hand. Delivery of such reports to the trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (or any successor or comparable formas to which the Trustee is entitled to rely exclusively on Officer’s Certificates), and.
(ivb) any other informationNotwithstanding anything herein to the contrary, documents and other reports which (A) the Issuer would shall not be required deemed to file have failed to comply with any of its obligations described under this Section 4.03 for purposes of Section 6.01(a)(3) until 60 days after the SEC if it were subject to Section 13 or 15(ddate any such report is due hereunder and (B) of the Exchange Act; provided, however, that the Issuer shall not be so obligated to file such reports with the SEC (i) if the SEC does not permit such filingfiling and (ii) subject to clause (A) of this sentence, in which event the Issuer will make makes available such the applicable information to prospective purchasers of Notes upon request, in addition to providing such information to the Trustee and the holdersTrustee, in each case case, within 15 days after the time applicable date the Issuer would be required to file such information with pursuant to the SEC if it were subject to Section 13 or 15(d) first paragraph of this section. To the Exchange Act, subject, in the case of extent any such informationinformation is not so filed or furnished, certificates as applicable, within the time periods specified above and such information is subsequently filed or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statementfurnished, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoingas applicable, the Issuer shall not be required deemed to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer have satisfied its obligations with respect thereto at such time and any direct Default or indirect parent Event of Default (unless the Issuer to report Notes have been accelerated at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(iitime) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect thereto shall be deemed to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other handhave been cured.
(c) In additionIf the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary, then the annual and quarterly information required by clauses (1) and (2) of Section 4.03(a) shall include information (which need not be audited or reviewed by the Issuer’s auditors) regarding such Unrestricted Subsidiaries substantially comparable to the financial information of the Unrestricted Subsidiaries presented in the Offering Memorandum under “Summary––The Offering––Unrestricted Subsidiaries”; provided that no such information shall be required if such financial information is not material compared to the applicable financial information of the Issuer and its Subsidiaries on a consolidated basis or if such Unrestricted Subsidiaries are not material to the Issuer and its Subsidiaries on a consolidated basis.
(d) So long as the Notes are outstanding and the reports required to be delivered under this Section 4.03 are not filed with the SEC, the Issuer will make such information available shall maintain a website (that, at the option of the Issuer, may be password protected) to which Holders, prospective investors investors, broker-dealers and securities analysts are given access promptly upon request. In additionrequest and to which all the reports required by this Section 4.03 are posted.
(e) To the extent not satisfied by the reports referred to in Section 4.03(a), the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will shall furnish to the holders of the Notes and to Holders, prospective investors, broker-dealers and securities analysts, upon their request, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. Notwithstanding the foregoing.
(f) The Trustee shall have no obligation to determine whether or not such information, the Issuer will be deemed to have furnished such documents or reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of in this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated have been filed by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s website.
Appears in 1 contract
Sources: Indenture (Fortress Transportation & Infrastructure Investors LLC)
Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject The Company shall furnish to the reporting requirements of Section 13 or 15(d) of Trustee the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (and provide the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC),following:
(i) within 15 days after the time period specified in date by which the annual report on Form 10-K of the Company for each fiscal year is required to be filed pursuant to the SEC’s rules and regulations for non-accelerated filers(after giving effect to any extension thereof), the annual reports report on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that such to the extent permitted to be excluded by the SEC;
(ii) within 15 days after the date by which the quarterly report on Form 10-K (or any successor or comparable form) will not be required until Q of the earlier Company for each of (x) the 105th day following the end first three fiscal quarters of such each fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior is required to such date,
(ii) within the time period specified in be filed pursuant to the SEC’s rules and regulations for non-accelerated filers(after giving effect to any extension thereof), reports the quarterly report on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in to the case of extent permitted to be excluded by the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,SEC;
(iii) promptly from time to time after the occurrence same becomes publicly available, copies of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), all such other current reports on Form 8-K (or any successor or comparable form), except to the extent permitted to be excluded by the SEC; and
(iv) subject to the foregoing, any other information, documents and other reports which the Issuer would be Company is required to file with the SEC if it were subject pursuant to Section 13 or and 15(d) of the Exchange Act; . provided, however, that the Issuer Company shall not be so obligated to file or furnish, as applicable, such reports with the SEC if the SEC does not permit such filing, in which event the Issuer Company will make available such information to prospective purchasers of Notes in addition to providing such information to the Trustee and the holders, in each case case, within 15 days after the time the Issuer Company would be required to file or furnish, as applicable such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange ActAct as provided above (after giving effect to any extension thereof); provided, subjectfurther, in the case of any that such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall will not be required to furnish any information, certificates contain the separate financial information for the Company or reports required the Guarantors contemplated by Items 307 Rule 3-10 or 308 of Rule 3-16 under Regulation S-K prior X promulgated by the SEC (or any successor provision); provided, however, that textual disclosure of assets, revenue, EBITDA and liabilities of Subsidiaries that are not Guarantors (if any) shall be included. Substantially concurrently with furnishing the foregoing information to the effectiveness Trustee, the Company shall use its commercially reasonable efforts to make available to the holders, bona fide prospective investors in the Notes (which prospective investors may be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Exchange Offer Registration Statement Securities Act, institutional “accredited investors” as described in Rule 501(a)(1), (2), (3) or Shelf Registration Statement(7) under the Securities Act or non-U.S. Persons (as defined in Regulation S under the Securities Act) that certify their status as such to the satisfaction of the Company) and securities analysts (solely to the extent providing analysis of an investment in the Notes) the foregoing information, by posting such information to its website, with the SEC via the ▇▇▇▇▇ filing system (or any successor thereto) or on IntraLinks or any comparable online data system or website, it being understood that the Trustee shall have no responsibility to determine if such information has been posted on any website. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall have no liability or responsibility for the filing, timeliness or content of any such report.
(b) In The Company may condition the event that:
delivery of any information pursuant to this Section 4.02 (other than the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act) on the agreement of such Persons to (i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at treat all such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownershipinformation as confidential, directly or indirectly, of the capital stock of the Issuer, or
(ii) not use such information for any direct purpose other than their investment or indirect parent potential investment in the Notes and (iii) not publicly disclose any such information. The Company may deny access to any competitively sensitive information and reports otherwise to be provided pursuant to this covenant to any Person that is a competitor of the Issuer is Company or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating Subsidiaries to the Issuer by furnishing financial extent that the Company determines in good faith that the provision of such information relating and reports to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail Person would be competitively harmful to the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer Company and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed thatCompany shall, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(d) The Company will furnish to the Notes Collateral Agent, on a quarterly basis, written notice of any change in the (i) legal name of the Company or any Guarantor, (ii) jurisdiction of organization or formation of the Company or any Guarantor, (iii) identity or corporate structure of the Company or any Guarantor and (iv) location of the registered office or chief executive office of the Company or any Guarantor.
(e) Notwithstanding the foregoing, the Issuer Company will be deemed to have furnished such the reports referred to above in this Section 4.02 to the Trustee and the holders if the Issuer Company has filed such reports with with, or furnished such reports to, as the case may be, the SEC via the ▇▇▇▇▇ filing system (or any successor thereto) and such reports are publicly available. In addition, it being understood that the requirements Trustee shall have no responsibility to determine if such information has been posted on any website.
(f) Delivery of such reports, information and documents to the Trustee or the Notes Collateral Agent pursuant to this Section 4.02 shall be deemed satisfied prior to is for informational purposes only, and the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to Trustee’s or the Notes Collateral Agent’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture, the Notes, the Guarantees or the effectiveness of the Shelf Registration Statement by Security Documents (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required as to be provided to which the Trustee and the holders is entitled to rely exclusively on the IssuerOfficer’s websiteCertificates).
Appears in 1 contract
Sources: Indenture (TheRealReal, Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuer Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer Company shall file with the SEC (and provide the Trustee and holders Holders with copies thereof, without cost to each holderHolder, within 15 days after it files them with the SEC),
(i) within 90 days after the time end of each fiscal year (or such shorter period specified in as may be required by the SEC’s rules and regulations for non-accelerated filers), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within 45 days after the time end of each of the first three fiscal quarters of each fiscal year (or such shorter period specified in as may be required by the SEC’s rules and regulations for non-accelerated filers), reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in for filing current reports on Form 8-K by the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will Company shall make available such information to prospective purchasers of Notes Securities, in addition to providing such information to the Trustee and the holdersHolders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer Company and any direct or indirect parent of the Issuer Company to report at such parent entity’s level on a consolidated basis and and
(ii) such parent entity of the Company is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the IssuerCompany, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating such consolidated reporting at the such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will Company shall satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will The Company shall make such information available to prospective investors upon request. In addition, the Issuer has agreed thatCompany shall, for so long as any Notes Securities remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders Holders of the Notes Securities and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer Company will be deemed to have furnished such reports referred to above to the Trustee and the holders Holders if the Issuer Company has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the such requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes Securities or the effectiveness of the Shelf Registration Statement shelf registration statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement shelf registration statement in accordance with the provisions of such Registration Rights Agreementregistration rights agreement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) ). In the posting event that any direct or indirect parent of reports that would be required the Company is or becomes a Guarantor of the Securities, the Company may satisfy its obligations under this Section 4.02 with respect to be provided financial information relating to the Trustee Company by furnishing financial information relating to such direct or indirect parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Company and its Subsidiaries, on the one hand, and the holders information relating to the Company, the Guarantors and the other Subsidiaries of the Company on a standalone basis, on the Issuer’s websiteother hand.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (and provide make available to the Trustee and holders with copies thereofHolders of the Notes (without exhibits), without cost to each holderany Holder, within 15 days after it the Issuer files them with the SEC)) from and after the Issue Date,
(i) within the 90 days (or any other time period specified then in effect under the SEC’s rules and regulations for of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filersfiler) after the end of each fiscal year, annual reports on Form 10-K (K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,;
(ii) within 45 days after the time period specified in end of each of the SEC’s rules and regulations for non-accelerated filersfirst three fiscal quarters of each fiscal year, reports on Form 10-Q (containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,;
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (K, or any successor or comparable form), ; and
(iv) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will shall make available such information to prospective purchasers of Notes Notes, which obligation may be satisfied by posting such reports on the website of the Issuer and its Subsidiaries, in addition to providing such information to the Trustee and the holdersHolders of the Notes, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. In addition, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding extent not satisfied by the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed thatshall, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Actare outstanding, furnish or otherwise permitted make available to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding .
(b) In the foregoingevent that any direct or indirect parent company of the Issuer becomes a Guarantor of the Notes, the Issuer will be deemed may satisfy its obligations under this Section 4.03 with respect to have furnished financial information relating to the Issuer by furnishing financial information relating to such reports referred parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to above such parent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions Trustee’s receipt of such Registration Rights Agreementshall not constitute constructive notice of any information contained therein or determinable from information contained therein, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on including the Issuer’s websitecompliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
Appears in 1 contract
Sources: Indenture (First Data Corp)
Reports and Other Information. (a) Notwithstanding that the Issuer Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer Company shall file with the SEC (and provide the Trustee and holders Holders with copies thereof, without cost to each holderHolder, within 15 days after it files them with the SEC),
(i) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained filed therein (or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained filed therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,and
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will Company shall make available such information to prospective purchasers of Notes Securities, in addition to providing such information to the Trustee and the holdersHolders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and Rexnord Corporation or any other direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis Company files reports as set forth above and such parent entity of the Company is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the IssuerCompany, or
(ii) for so long as Rexnord Corporation or any other direct or indirect parent of the Issuer Company is or becomes a Note Guarantor of the NotesSecurities, such consolidating reporting at the such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer Company will satisfy this Section 4.02, 4.02 and this Indenture will permit the Issuer may Company to satisfy its obligations under in this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer Issuers and its their Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors Issuers and the other Subsidiaries of the Issuer Issuers on a stand-alone standalone basis, on the other hand.
(c) In addition, the Issuer will The Company shall make such information available to prospective investors upon request. In addition, the Issuer has agreed thatCompany shall, for so long as any Notes Securities remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders Holders of the Notes Securities and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer Company will be deemed to have furnished such reports referred to above to the Trustee and the holders Holders if the Issuer Company has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In additionDelivery of reports, the requirements of this Section 4.02 shall be deemed satisfied prior information and documents to the commencement Trustee hereunder is for informational purposes only and the Trustee’s receipt of any such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the exchange offer contemplated by Company’s compliance with any of its covenants hereunder (as to which the Registration Rights Agreement relating Trustee is entitled to rely exclusively on Officer’s Certificates or certificates or statements delivered to the Notes Trustee pursuant to Section 4.09). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, compliance with the effectiveness of the Shelf Registration Statement by (1) the filing covenants or with respect to any reports or other documents filed with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement or ▇▇▇▇▇ or any website under this Indenture, or participate in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s websiteconference calls.
Appears in 1 contract
Sources: Indenture (Rexnord Corp)
Reports and Other Information. (a) Notwithstanding that So long as any Notes are outstanding, the Issuer may not be subject Company will furnish to the reporting requirements of Section 13 or 15(dHolders:
(1) within (x) 150 days of the Exchange Act or otherwise report on an year ending December 31, 2017 and (y) 120 days after the end of each fiscal year of the Company commencing with the year ending December 31, 2018, all annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant financial statements of the Company substantially in the form that would be required to rules and regulations promulgated by the SEC, the Issuer shall file be contained in a filing with the SEC (and provide the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC),
(i) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, annual reports on Form 10-K (or any successor or comparable but only to the extent similar information is included in the Offering Memorandum), in accordance with the requirements of such Form 10-K as of the Issue Date, if the Company were required to file such form, together with a report thereon by the Company’s independent registered public accounting firm, and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and data and information relating to Hydrocarbon proved reserves that is substantially consistent with the presentation thereof included in the Offering Memorandum, excluding information included in the annexes hereto;
(2) containing within 60 days after the information end of each fiscal quarter of the Company ending after the Issue Date (solely with respect to the first three fiscal quarters of each fiscal year), all quarterly financial statements of the Company substantially in the form that would be required to be contained therein (or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not be required until a filing with the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports SEC on Form 10-Q (or any successor or comparable form) containing but only to the extent similar information required to be contained therein (or required is included in such successor or comparable formthe Offering Memorandum), except that in accordance with the case requirements of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until as of the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter Issue Date, if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior Company were required to file such date,form, and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations;” and
(iii3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which information containing substantially the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such same information to prospective purchasers of Notes in addition to providing such information to the Trustee and the holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to contained in filings with the Trustee and SEC on Form 8-K, in accordance with the holders on requirements of such Form 8-K as of the Issuer’s website.Issue Date, under Items:
• 1.01 (Entry into a Material Definitive Agreement);
Appears in 1 contract
Sources: Senior Secured Second Lien Notes Indenture (EnVen Energy Corp)
Reports and Other Information. (a) Notwithstanding The Company will file with the Commission within the time periods specified in the Commission’s rules and regulations that are then applicable to the Issuer may Company (or if the Company is not be then subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act or otherwise report on Act, then the time periods for filing applicable to a filer that is not an annual and quarterly basis on forms provided for “accelerated filer” as defined in such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file regulations):
(1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q (or any successor or comparable form) and provide the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC),
(i) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, annual reports on Form 10-K (or any successor or comparable form) containing if the Company were required to file such Forms, including 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 Company’s certified independent accountants; and
(2) all current reports that would be required to be contained therein (or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not be required until filed with the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports Commission on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which if the Issuer would be Company were required to file such reports, in each case, in a manner that complies in all material respects with the SEC if it were subject to requirements specified in such form.
(b) Notwithstanding Section 13 or 15(d) of 4.06(a), the Exchange Act; provided, however, that the Issuer shall Company will not be so obligated to file such reports with the SEC Commission if the SEC Commission does not permit such filing, in which event so long as the Issuer will make Company provides such information to the Trustee and the Holders and makes available such information to prospective purchasers of Notes in addition to providing such information to the Trustee and the holdersNotes, in each case within 15 days after at the time Company’s expense and by the Issuer applicable date the Company would be required to file such information with the SEC if it were subject pursuant to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request4.06(a). In addition, to the Issuer has agreed thatextent not satisfied by the foregoing, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of are outstanding, the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it Company will furnish to the holders of the Notes Holders and to prospective investorspurchasers of the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by .
(1c) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time The requirements set forth in Section 4.02(a4.06(a) and/or (2and 4.06(b) the posting of reports that would may be required to be provided satisfied by delivering such information to the Trustee and posting copies of such information on a website (which may be non-public and may be maintained by the holders Company or a third party) to which access will be given to Holders and prospective purchasers of the Notes.
(d) At any time that the Company is not subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, no later than five Business Days after the date of the annual and quarterly financial information for the prior fiscal period have been filed or furnished pursuant to clause (1) of Section 4.06(a), the Company shall also hold live quarterly conference calls with the opportunity to ask questions of management. No fewer than ten Business Days prior to the date such conference call is to be held, the Company shall issue a press release to the appropriate United States wire services announcing such quarterly conference call for the benefit of the Holders, beneficial owners of the Notes, prospective purchasers of the Notes, securities analysts and market making financial institutions, which press release shall contain the time and the date of such conference call and direct the recipients thereof to contact an individual at the Company (for whom contact information shall be provided in such notice) to obtain information on how to access such quarterly conference call.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, and such Unrestricted Subsidiaries hold more than 10.0% of the Total Assets of the Company on a consolidated basis, then the quarterly and annual financial information required by Section 4.06(a) shall include a reasonably detailed presentation, either on the Issuerface of the financial statements or in the footnotes thereto, and in the “Management’s websiteDiscussion and Analysis of Financial Condition and Results of Operations” section, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.
(f) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (and provide the Trustee and holders Holders with copies thereof, without cost to each holder, within 15 days after it files them with the SECthereof by posting such information on its primary website),
(i1) within as soon as available and in any event on or before the time period specified in date on which such reports would be required to be filed with the SEC’s rules and regulations for SEC (if the Issuer were a non-accelerated filersfiler subject to Section 13 or 15(d) of the Exchange Act), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii2) within as soon as available and in any event on or before the time period specified in date on which such reports would be required to be filed with the SEC’s rules and regulations for SEC (if the Issuer were a non-accelerated filersfiler subject to Section 13 or 15(d) of the Exchange Act), reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in for filing current reports on Form 8-K by the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; , in each case in a manner that complies in all material respects with the requirements specified in such form, provided, however, that the Issuer financial information required by Rule 3-16 (or any successor thereto) of Regulation S-X shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes in addition to providing such information to the Trustee and the holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandumrequired. Notwithstanding the foregoing, the Issuer shall not will be required deemed to furnish any information, certificates or have furnished such reports required by Items 307 or 308 of Regulation S-K prior referred to above to the effectiveness Trustee and the Holders if the Issuer (or a direct or indirect parent of the Exchange Offer Registration Statement or Shelf Registration StatementIssuer if it otherwise meets the requirements set forth in Section 4.03(b)), has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and If at any time any direct or indirect parent of the Issuer (x) is or becomes a guarantor of the Notes (there being no obligation of any parent to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any do so), (y) holds no material respect assets other than incidental to its ownershipcash, directly or indirectly, Cash Equivalents and the Capital Stock of the capital stock Issuer or of the Issuer, or
(ii) any direct or indirect parent corporation of the Issuer is (and performs the related incidental activities associated with such ownership) and (z) complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the SEC (or becomes a Note Guarantor any successor provision), the reports, information and other documents required to be filed and furnished to Holders of the NotesNotes pursuant to this Section 4.03 may, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any option of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors be filed or furnished by and the other Subsidiaries be those of such direct and indirect parent of the Issuer on a stand-alone basis, on rather than the other handIssuer.
(c) In addition, the The Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders Holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(d) If the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary, then the quarterly and annual financial information required by this Section 4.03 shall include a reasonably detailed unaudited discussion (as determined in good faith by senior management of the Issuer) of the financial condition and results of operations of the Issuer and the Restricted Subsidiaries of the Issuer separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(e) Notwithstanding anything herein to the foregoingcontrary, the Issuer will not be deemed to have furnished failed to comply with any of its agreements under this Section 4.03 for purposes of Section 6.01(a)(4) until 120 days after the date any report hereunder is required to be filed with the SEC (or otherwise made available to Holders or the Trustee) pursuant to this Section 4.03.
(f) Delivery of such reports referred to above reports, information and documents to the Trustee is for informational purposes only and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions Trustee’s receipt of such Registration Rights Agreementreports, information and documents shall not constitute constructive or actual notice or knowledge of any amendments theretoinformation contained therein or determinable from information contained therein, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on including the Issuer’s websitecompliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that For so long as any Notes are outstanding, Holdings and the Issuer may not be subject Issuers shall deliver to the reporting requirements Trustee a copy of Section 13 or 15(d) all of the Exchange Act or otherwise report on an annual information and quarterly basis on forms provided for such annual and quarterly reporting pursuant reports referred to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (and provide the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC),below:
(i) within 15 days after the time period specified in the SEC’s rules and regulations for non-accelerated filersfilers (or, if earlier, within 15 days after the time period specified in the SEC’s rules and regulations as and to the extent applicable to the Reporting Entity), annual reports on Form 10-K (or any successor or comparable form) of the Reporting Entity for such fiscal year containing the information that would have been required to be contained therein (or required in such successor or comparable form), except that such an annual report on Form 10-K (or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Reporting Entity had been a reporting company under the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior Act, except to such date,the extent permitted to be excluded by the SEC;
(ii) within 15 days after the time period specified in the SEC’s rules and regulations for non-accelerated filersfilers (or, if earlier, within 15 days after the time period specified in the SEC’s rules and regulations as and to the extent applicable to the Reporting Entity), quarterly reports on Form 10-Q (or any successor or comparable form) of the Reporting Entity for such fiscal quarter containing the information that would have been required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such a quarterly report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Reporting Entity had been a reporting company under the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior Act, except to such date,the extent permitted to be excluded by the SEC; and
(iii) promptly from time to time within 15 days after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulationsregulations for filing current reports on Form 8-K, current reports of the Reporting Entity containing substantially all of the information that would be required to be filed in a current report on Form 8-K under the Exchange Act on the Issue Date pursuant to Items 1.01, 1.02, 1.03, 2.01, 2.03, 2.04, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(a), (b) and (c) of Form 8-K if the Reporting Entity had been a reporting company under the Exchange Act; provided, however, that no such other current reports (or Items thereof or all or a portion of the financial statements that would have otherwise been required thereby) will be required to be delivered (or included) if Holdings determines in its good faith judgment that such event (or information) is not material to holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole. In addition to providing such information to the Trustee, Holdings shall make available to the holders, prospective investors, market makers affiliated with any initial purchaser of the Notes and securities analysts the information required to be provided pursuant to the foregoing clauses (i), (ii) and (iii), by posting such information to its website (or the website of any of Holdings’ parent companies, including the Reporting Entity) or on IntraLinks or any comparable online data system or website. If at any time Holdings or any direct or indirect parent of Holdings has made a good faith determination to file a registration statement with the SEC with respect to an Equity Offering of such entity’s Capital Stock, Holdings will not be required to disclose any information or take any actions that, in the good faith view of Holdings, would violate the securities laws or the SEC’s “gun jumping” (or equivalent) rules or otherwise have an adverse effect on such Equity Offering. Notwithstanding the foregoing, (A) neither Holdings nor another Reporting Entity will be required to deliver any information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (B) such reports will not be required to contain financial statements or information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K, Form 10-Q or Form 8-K (or any successor or comparable form)forms) or related rules under Regulation S-K and (C) such reports shall be subject to exceptions, and
(iv) any other information, documents exclusions and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes in addition to providing such information to the Trustee and the holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions differences consistent with the presentation of financial and other information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer Circular and shall not be required to furnish any present compensation or beneficial ownership information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
The financial statements, information and other documents required to be provided as described in this Section 4.02 may be those of (i) the rules and regulations of the SEC permit the Issuer and any direct Holdings or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that Holdings (any such entity described in this Section 4.02 for clause (i) or (ii), a “Reporting Entity”), so long as in the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to case of clause (ii) either (1) such direct or indirect parent; provided that such parent of Holdings shall not conduct, transact or otherwise engage, or commit to conduct, transact or otherwise engage, in any material business or operations other than its direct or indirect ownership of all of the Equity Interests in, and its management, of Holdings or (2) if otherwise, the financial information is so delivered shall be accompanied by consolidating information that explains in reasonable detail a reasonably detailed description of the differences material quantitative differences, if any, between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiariesparent, on the one hand, and the information relating to the Issuer, the Note Guarantors Holdings and the other its Restricted Subsidiaries of the Issuer on a stand-alone standalone basis, on the other hand.
(c) In addition, the Issuer Holdings will make such the financial statements, information and other documents required to be provided as described in this Section 4.02 available electronically to prospective investors upon request. In addition, the Issuer has agreed thatHoldings shall, for so long as any Notes remain outstanding during any period when neither it nor another Reporting Entity is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(d) Holdings and the Issuers will also hold quarterly conference calls, beginning with the first full fiscal quarter ending after the Issue Date, for all holders of the Notes, prospective investors, market makers affiliated with any initial purchaser of the Notes and securities analysts (to the extent providing analysis of investment in the Notes) (which conference calls may be combined with any conference calls for the holders of Holdings’ or another Reporting Entity’s securities or other indebtedness) to discuss such financial information no later than fifteen (15) Business Days after the distribution of such information required by clauses (i) or (ii) of Section 4.02(a) and, prior to the date of each such conference call, will announce the time and date of such conference call and either include all information necessary to access the call or inform holders of the Notes, prospective investors, market makers affiliated with any initial purchaser of the Notes and securities analysts how they can obtain such information, including, without limitation, the applicable password or login information (if applicable).
(e) Notwithstanding the foregoing, the Issuer Holdings will be deemed to have furnished delivered such reports and information referred to above in this Section 4.02 to the Trustee holders, prospective investors, market makers, securities analysts and the holders Trustee for all purposes of this Indenture if the Issuer Holdings or another Reporting Entity has filed such reports with the SEC via the ▇▇▇▇▇ filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior and Holdings will be deemed to have delivered such reports and information referred to in this Section 4.02 to the commencement Trustee, holders, prospective investors, market makers and securities analysts for all purposes of the exchange offer contemplated this Indenture by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports and information that would be required to be provided on Holdings’ website (or that of any of Holdings’ parent companies, including the Reporting Entity).
(f) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only, and the holders Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’, any Guarantor’s or any other Person’s compliance with any of its covenants under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the IssuerIssuers’, any Guarantor’s websiteor any other Person’s compliance with this Section 4.02 or with respect to any reports or other documents filed under this Indenture.
Appears in 1 contract
Sources: Indenture (Garrett Motion Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (and provide the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC),
(i) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), ) except that such report on Form 10-K (or any successor or comparable form) will not to the extent permitted to be required until excluded by the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,SEC;
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), ) except to the extent permitted to be excluded by the SEC; provided that in the case of the quarters ending in fiscal year 2010 or 2011, such quarterly report on Form 10-Q (or any successor or comparable form) will for the period ending June 30, 2011, such quarterly report shall not be required to be provided until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,August 31, 2011;
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) subject to clauses (i)-(iii) above, any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes in addition to providing such information to the Trustee and the holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange ActAct (or such later dates as provided for in clause (ii) above for the quarterly report on Form 10-Q for the period ending June 30, 2011), subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions and exclusions consistent with the presentation of financial and other information in the Offering MemorandumMemorandum (including with respect to any periodic reports provided prior to effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, the omission of an audit opinion with respect to January 2008 if the auditor’s consent to include such opinion is not available for any reason and financial information required by Rule 3-10 under Regulation S-X promulgated by the SEC (or any successor provision)) provided, however, for the avoidance of doubt in no event is the Issuer required to update the appraisal information with respect to the Mortgaged Vessels. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Subsidiary Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the . The Issuer may satisfy will be deemed to have satisfied its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Subsidiary Guarantors and the other Subsidiaries of the Issuer on a stand-alone standalone basis, on the other hand.
(c) In addition, the . The Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for .
(c) For so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it the Issuer will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s websitewebsite (or that of any of its parent companies).
Appears in 1 contract
Sources: Indenture (Mariner, LLC)
Reports and Other Information. (a) Notwithstanding that the Issuer EFIH may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer EFIH shall file with the SEC (and provide make available to the Trustee and holders with copies thereofHolders of the Notes (without exhibits), without cost to each holderany Holder, within 15 days after it files them with the SEC)) from and after the Issue Date,
(i1) within the 90 days (or any other time period specified then in effect under the SEC’s rules and regulations for of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filersfiler) after the end of each fiscal year, annual reports on Form 10-K (K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form), except that such report on Form 10-K ;
(or any successor or comparable form2) will not be required until the earlier of (x) the 105th day following within 45 days after the end of such each of the first three fiscal year or (y) the 90th day following the end quarters of such each fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filersyear, reports on Form 10-Q (containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,;
(iii3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (K, or any successor or comparable form), ; and
(iv4) any other information, documents and other reports which the Issuer EFIH would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, in each case in a manner that complies in all material respects with the Issuer requirements specified in such form; provided that EFIH shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will EFIH shall make available such information to prospective purchasers of Notes Notes, in addition to providing such information to the Trustee and the holdersHolders of the Notes, in each case within 15 days after the time the Issuer EFIH would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and that any direct or indirect parent company of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or EFIH becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer EFIH may satisfy its obligations under this Section 4.02 4.03 with respect to financial information relating to the Issuer EFIH by furnishing financial information relating to such direct or indirect parent; provided that such financial information the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiariesparent, on the one hand, and the information relating to the Issuer, the Note Guarantors EFIH and the other its Restricted Subsidiaries of the Issuer on a stand-alone standalone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish Notwithstanding anything herein to the holders of the Notes and to prospective investorscontrary, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will EFIH shall not be deemed to have furnished such reports referred failed to above to the Trustee and the holders if the Issuer has filed such reports comply with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements any of its obligations set forth under this Section 4.02 shall be deemed satisfied prior 4.03 for purposes of clause (3) of Section 6.01(a) hereof until 60 days after the date any report is due pursuant to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in this Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s website4.03.
Appears in 1 contract
Sources: Indenture (EFIH Finance Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuer Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer Company shall file with the SEC (and provide the Trustee and holders Holders with copies thereof, without cost to each holderHolder, within 15 days after it files them with the SEC),
(i) within the time period periods specified in by the SEC’s rules and regulations for non-accelerated filersExchange Act, annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period periods specified in by the SEC’s rules and regulations for non-accelerated filersExchange Act, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in for filing current reports on Form 8-K by the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will Company shall post the reports specified above on its website within the time periods that would apply if the Company were required to file those reports with the SEC. In addition, the Company shall make available such information to prospective purchasers of Notes Notes, in addition to providing such information to the Trustee and the holdersHolders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. .
(b) Notwithstanding the foregoing, the Issuer Company shall not be required deemed to furnish any informationhave furnished such reports referred to above to the Trustee and the Holders if it has filed such reports with the SEC via the E▇▇▇▇ filing system and such reports are publicly available. In addition, certificates or reports required by Items 307 or 308 of Regulation S-K such requirements shall be deemed satisfied prior to the commencement of the Registered Exchange Offer relating to the applicable Notes or the effectiveness of the Exchange Offer Shelf Registration Statement by the filing with the SEC of an exchange offer registration statement or Shelf Registration StatementStatement in accordance with the provisions of the Registration Rights Agreement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act and provided that such registration statement or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in this Section 4.02.
(bc) In the event that:
(i) the rules and regulations of the SEC permit the Issuer Company and any direct or indirect parent company of the Issuer Company to report at such parent entity’s level on a consolidated basis and basis; and
(ii) such parent entity of the Company is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the IssuerCompany, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating then such consolidated reporting at the such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will Company shall satisfy this Section 4.02.
(d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Issuer may satisfy its obligations under this Section 4.02 Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than covenants hereunder (as to which the Issuer and its Subsidiaries, on the one hand, and the information relating Trustee is entitled to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
rely exclusively (c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(dArticle 7 hereof) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s websiteOfficers’ Certificates).
Appears in 1 contract
Sources: Indenture (Metals USA Plates & Shapes Southcentral, Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (and provide make available to the Trustee and holders with copies thereofHolders of the Senior Notes (without exhibits), without cost to each holderany Holder, within 15 days after it files them with the SEC)) from and after the Issue Date,
(i1) within the 90 days (or any other time period specified then in effect under the SEC’s rules and regulations for of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filersfiler) after the end of each fiscal year, annual reports on Form 10-K (K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form), except that such report on Form 10-K ;
(or any successor or comparable form2) will not be required until the earlier of (x) the 105th day following within 45 days after the end of such each of the first three fiscal year or (y) the 90th day following the end quarters of such each fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filersyear, reports on Form 10-Q (containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,;
(iii3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (K, or any successor or comparable form), ; and
(iv4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes Senior Notes, in addition to providing such information to the Trustee and the holdersHolders of the Senior Notes, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. In addition, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding extent not satisfied by the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed thatshall, for so long as any Senior Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Actare outstanding, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(b) In the event that any direct or indirect parent company of the Issuer becomes a Guarantor of the Senior Notes, the Issuer may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand.
(c) Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes Exchange Offer or the effectiveness of the Shelf Registration Statement by described in the Registration Rights Agreement (1) by the filing with the SEC of the Exchange Offer Registration Statement and/or or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement(or any other similar registration statement), and any amendments thereto, and with such registration statement and/or amendments thereto are financial information that satisfies Regulation S-X, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum, to the extent filed at within the times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or specified above, or (2) the by posting of reports that would be required to be provided to filed substantially in the Trustee and form required by the holders SEC on the Issuer’s websitewebsite (or that of any of its parent companies) or providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were a non-accelerated filer subject to Section 13 or 15(d) of the Exchange Act, containing the financial information (including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section) that would be required to be included in such reports, subject to exceptions consistent with the presentation of financial and other information in the Offering Memorandum, to the extent filed within the times specified above. Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations set forth under this Section 4.03 for purposes of Section 6.01(3) hereof until 60 days after the date any report is due pursuant to this Section 4.03.
Appears in 1 contract
Sources: Indenture (Texas Competitive Electric Holdings CO LLC)
Reports and Other Information. (a) Notwithstanding that the Issuer Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer Company shall file with the SEC (and provide the Trustee and holders Holders with copies thereof, without cost to each holderHolder, within 15 days after it files them with the SEC),
(i) within 90 days after the time end of each fiscal year (or such shorter period specified in as may be required by the SEC’s rules and regulations for non-accelerated filers), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within 45 days after the time end of each of the first three fiscal quarters of each fiscal year (or such shorter period specified in as may be required by the SEC’s rules and regulations for non-accelerated filers), reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in for filing current reports on Form 8-K by the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will Company shall make available such information to prospective purchasers of Notes Securities, in addition to providing such information to the Trustee and the holdersHolders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.TRDOCS01/76765.8
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer Company and any direct or indirect parent of the Issuer Company to report at such parent entity’s level on a consolidated basis and and
(ii) such parent entity of the Company is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the IssuerCompany, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating such consolidated reporting at the such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will Company shall satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will The Company shall make such information available to prospective investors upon request. In addition, the Issuer has agreed thatCompany shall, for so long as any Notes Securities remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders Holders of the Notes Securities and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer Company will be deemed to have furnished such reports referred to above to the Trustee and the holders Holders if the Issuer Company has filed such reports with the SEC via the ▇▇▇▇▇ EDGAR filing system and such reports are publicly availablepubli▇▇▇ ▇vailable. In addition, the such requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes Securities or the effectiveness of the Shelf Registration Statement shelf registration statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement shelf registration statement in accordance with the provisions of such Registration Rights Agreementregistration rights agreement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) ). In the posting event that any direct or indirect parent of reports that would be required the Company is or becomes a Guarantor of the Securities, the Company may satisfy its obligations under this Section 4.02 with respect to be provided financial information relating to the Trustee Company by furnishing financial information relating to such direct or indirect parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Company and its Subsidiaries, on the one hand, and the holders information relating to the Company, the Guarantors and the other Subsidiaries of the Company on a standalone basis, on the Issuer’s websiteother hand.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that the Issuer Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer Company shall file with the SEC (and provide the Trustee and holders Holders with copies thereof, without cost to each holderHolder, within 15 days after it files them with the SEC),
(i) within as soon as available and in any event on or before the time period specified in date on which such reports would be required to be filed with the SEC’s rules and regulations for non-accelerated filersSEC (if the Company were subject to Section 13 or 15(d) of the Exchange Act), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within as soon as available and in any event on or before the time period specified in date on which such reports would be required to be filed with the SEC’s rules and regulations for non-accelerated filersSEC (if the Company were subject to Section 13 or 15(d) of the Exchange Act), reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in for filing current reports on Form 8-K by the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will Company shall make available such information to prospective purchasers of Notes Securities, including by posting such reports on the primary website of the Company or its Subsidiaries in addition to providing such information to the Trustee and the holdersHolders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s website.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that the Issuer Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer Company shall file with the SEC (and provide the Trustee and holders Holders with copies thereof, without cost to each holderHolder, within 15 days after it files them with the SEC),
(ia) within 90 days after the time end of each fiscal year (or such longer period specified in as may be permitted by the SEC’s rules and regulations for non-accelerated filersSEC if the Company were then subject to such SEC reporting requirements as a required filer, voluntary filer or otherwise), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that such report on Form 10-K ,
(or any successor or comparable formb) will not be required until the earlier of (x) the 105th day following within 45 days after the end of such each of the first three fiscal quarters of each fiscal year (or (y) such longer period as may be permitted by the 90th day following the end of such fiscal year SEC if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior Company were then subject to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filersSEC reporting requirements as a required filer, voluntary filer or otherwise), quarterly reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iiic) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in for filing current reports on Form 8-K by the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(ivd) any other information, documents and other reports which the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available Company shall put such information to prospective purchasers of Notes on its website, in addition to providing such information to the Trustee and the holdersHolders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. For avoidance of doubt, subject, in the case obligations of any such information, certificates or reports provided prior the Company under this Section 4.02 shall commence with respect to the effectiveness of Company’s first fiscal quarter that ends after the Exchange Offer Registration Statement or Shelf Registration StatementIssue Date. In addition, to exceptions consistent with the presentation of financial extent not satisfied by the foregoing, the Company shall, for so long as any Securities are outstanding, furnish to the Holders and to securities analysts and prospective investors, upon their request, the information in required to be delivered pursuant to Rule 144A(d)(4) under the Offering MemorandumSecurities Act. Notwithstanding the foregoing, the Issuer Company will be deemed to have furnished such reports referred to above to the Trustee and the Holders if it has filed such reports with the SEC via the ▇▇▇▇▇ filing system (or any successor thereto) and such reports are publicly available. Notwithstanding the foregoing, the requirement to provide the information and reports referred to in clauses (a) and (b) above shall not be required deemed satisfied prior to furnish the commencement of the Registered Exchange Offer or the effectiveness of a Shelf Registration Statement relating to the registration of the Securities under the Securities Act by the filing (within the time periods specified for such filings in the registration rights agreement) with the SEC of a registration statement, and any informationamendments thereto, certificates or reports required by Items 307 or 308 of with such financial information that satisfies Regulation S-K prior to X under the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) Securities Act. In the event that:
(i) the rules and regulations of the SEC permit the Issuer Company and any direct or indirect parent company of the Issuer Company to report at such parent entity’s level on a consolidated basis and such parent entity of the Company is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the IssuerCompany, or
(ii) any direct or indirect parent of the Issuer is or Company becomes a Note Guarantor of the NotesSecurities, consolidating such consolidated reporting at the such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer Company will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer Company and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors Company and the other its Subsidiaries of the Issuer on a stand-stand alone basis, on the other hand.
(c) In addition. Delivery of such reports, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above documents to the Trustee is for informational purposes only and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions Trustee’s receipt of such Registration Rights Agreementshall not constitute constructive notice of any information contained therein or determinable from information contained therein, and including the Company’s compliance with any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or of its covenants hereunder (2) the posting of reports that would be required as to be provided to which the Trustee and the holders is entitled to rely exclusively (subject to Article 7) on the Issuer’s websiteOfficers’ Certificates).
Appears in 1 contract
Sources: Indenture (TPC Group Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SECSo long as any Securities are outstanding, the Issuer shall file with the SEC (and provide will furnish to the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with each of the SEC),periods set forth below:
(i) within 90 days after the time period specified in the SEC’s rules and regulations for non-accelerated filersend of each fiscal year, annual reports containing substantially all of the information that would have been required to be contained in an Annual Report on Form 10-K (under the Exchange Act of the Issuer, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form)form as if the Issuer had been a reporting company under the Exchange Act for such period, except including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to the periods presented and a report on the annual financial statements by the Issuer’s independent registered public accounting firm;
(ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports containing substantially all of the information that such report would have been required to be contained in a Quarterly Report on Form 10-K (Q of the Issuer containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year form as if the Exchange Offer Registration Statement or Shelf Registration Statement has Issuer had been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if a reporting company under the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior Act for such period, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” subject to such date,normal year-end adjustments and the absence of footnotes; and
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (K, or any successor or comparable form), and
(iv) any other information, documents and other reports which form as if the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of had been a reporting company under the Exchange ActAct for such period; provided, however, that no such report or information will be required to be so furnished if the Issuer determines in good faith that such event is not material to the Holders of the Securities or the business, assets, operations or financial condition of the Issuer and its Restricted Subsidiaries, taken as a whole; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to securities analysts and prospective purchasers of Notes Securities, in addition to providing such information to the Trustee and the holdersHolders of the Securities, in each case within 15 days after including by posting such information on a password protected online data system requiring user identification or the time website of the Issuer would or any of its Parent Companies (which may be required password protected so long as the password is made promptly available by the Issuer to file such information with the SEC if it were subject to Section 13 or 15(d) Trustee, the Holders of the Exchange ActSecurities and such prospective purchasers upon request); provided, subjectfurther, in the case of any that such informationreports required pursuant to clauses (i), certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer (ii) and (iii) above (a) shall not be required to furnish any informationcomply with Section 302, certificates Section 404 or reports required by 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or related Items 307 or and 308 of Regulation S-K prior promulgated by the SEC, or Item 10(e) of Regulation S-K (with respect to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
any non-GAAP financial measures contained therein), (b) In shall not be required to comply with Items 402, 403, 406 and 407 of Regulation S-K promulgated by the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownershipSEC, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) shall not be required to comply with Rule 3-10 or Rule 3-16 of Regulation S-X promulgated by the SEC and (d) shall not be required to include any exhibits that would have been required to be filed pursuant to Item 601 of Regulation S-K promulgated by the SEC. The Trustee shall have no obligation whatsoever to determine whether or not such information has been posted. In addition, to the extent not satisfied by the foregoing, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed agree that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange ActSecurities are outstanding, it will furnish to the holders of the Notes Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(b) If the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the Issuer, then the annual and quarterly information required above shall include a presentation of selected financial metrics (in the Issuer’s sole discretion) of such Unrestricted Subsidiaries as a group in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Notwithstanding the foregoing, the annual and quarterly information required pursuant to Section 4.02(a) shall include a presentation of total revenues, Adjusted EBITDA and total assets of Anagram Holdings, LLC and its subsidiaries on a consolidated basis, together with a reconciliation of Adjusted EBITDA to consolidated net income or operating income of Anagram Holdings, LLC, which presentation shall be substantially consistent with the presentation of such financial information in the Offering Memorandum (as determined by the Issuer in its sole discretion).
(c) Notwithstanding the foregoing, the Issuer may satisfy its obligations under this Section 4.02 with respect to information relating to the Issuer by furnishing information relating to any parent entity of the Issuer; provided that if and so long as such Parent Company has Independent Assets or Operations, the same is accompanied by consolidating financial information (which need not be audited) that explains in reasonable detail the differences between the financial information relating to such parent, on the one hand, and the financial information relating to the Issuer and the Restricted Subsidiaries on a stand-alone basis, on the other hand.
(d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates with respect thereto). The Trustee shall have no responsibility for the filing, timeliness or content of such reports. Additionally, the Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuer’s compliance with the covenants or with respect to any reports or other documents filed with the SEC or ▇▇▇▇▇ or any website or data site under this Indenture.
(e) Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations hereunder for purposes of Section 6.01(c) until 120 days after the receipt of the written notice delivered thereunder. To the extent any information is not provided within the time periods specified in this Section 4.02 and such information is subsequently provided, the Issuer will be deemed to have furnished satisfied its obligations with respect thereto at such reports referred time, and any Default with respect thereto shall be deemed to above have been cured.
(f) Notwithstanding anything to the Trustee and the holders contrary set forth above, if the Issuer (or any direct or indirect parent of the Issuer) has filed such reports with the SEC via the made available through ▇▇▇▇▇ filing system or SEC filings the reports and such reports are publicly available. In additioninformation described in the preceding paragraphs with respect to Issuer (or, if applicable, any direct or indirect parent of the Issuer), the requirements of this Section 4.02 Issuer shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement be in accordance compliance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in this Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s website4.02.
Appears in 1 contract
Sources: Indenture (Party City Holdco Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuer Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer Company shall file with the SEC (and provide the Trustee and holders Holders with copies thereof, without cost to each holderHolder, within 15 days after it files them with the SEC),
(ia) within 90 days after the time end of each fiscal year (or such longer period specified in as may be permitted by the SEC’s rules and regulations for SEC if the Company were then subject to such SEC reporting requirements as a non-accelerated filersfiler), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form)) including, except that such report on Form 10-K without limitation, a management’s discussion and analysis of financial information,
(or any successor or comparable formb) will not be required until the earlier of (x) the 105th day following within 45 days after the end of such each of the first three fiscal quarters of each fiscal year (or (y) such longer period as may be permitted by the 90th day following the end of such fiscal year SEC if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior Company were then subject to such date,
(ii) within the time period specified in the SEC’s rules and regulations for SEC reporting requirements as a non-accelerated filersfiler), quarterly reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form)) including, except that in the case without limitation, a management’s discussion and analysis of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such datefinancial information,
(iiic) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in for filing current reports on Form 8-K by the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(ivd) any other information, documents and other reports which that the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available Company shall put such information to prospective purchasers of Notes on its website, in addition to providing such information to the Trustee and the holdersHolders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. For avoidance of doubt, subject, in the case obligations of any such information, certificates or reports provided prior the Company under this Section 4.02 shall commence with respect to the effectiveness of Company’s first fiscal quarter that ends after the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering MemorandumIssue Date. Notwithstanding the foregoing, the Issuer shall not Company will be required deemed to furnish any information, certificates or have furnished such reports required by Items 307 or 308 of Regulation S-K prior referred to above to the effectiveness Trustee and the Holders if the Company or any direct or indirect parent of the Exchange Offer Registration Statement or Shelf Registration Statement.
Company (bincluding Holdings) has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer Company (including Holdings) to report at such parent entity’s level on a consolidated basis and such parent entity of the Company is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the IssuerCompany, or
(ii) any direct or indirect such parent of the Issuer entity is or becomes a Note Guarantor of the Notes, consolidating such consolidated reporting at the such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer Company will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that that, such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer Company and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors Company and the other its Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition. Delivery of such reports, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above documents to the Trustee is for informational purposes only and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions Trustee’s receipt of such Registration Rights Agreementshall not constitute constructive notice of any information contained therein or determinable from information contained therein, and including the Company’s compliance with any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or of its covenants hereunder (2) the posting of reports that would be required as to be provided to which the Trustee and the holders is entitled to rely exclusively (subject to Article 7) on the Issuer’s websiteOfficers’ Certificates).
Appears in 1 contract
Sources: Indenture (Worldwide Recruiting & Staffing Services LLC)
Reports and Other Information. (a) Notwithstanding that So long as any Notes are outstanding, the Issuer Company shall furnish: (1) within 90 days of the end of each fiscal year (or such longer period as may not be permitted by the SEC if the Company were then subject to the SEC reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (and provide the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC),
(i) within the time period specified in the SEC’s rules and regulations for as a non-accelerated filersfiler, including under Rule 12b-25 under the Securities Exchange Act of 1934), annual reports on Form 10-K audited financial statements for such fiscal year and (2) within 45 days of the end of each of the first three fiscal quarters of every fiscal year (or any successor or comparable form) containing such longer period as may be permitted by the information required SEC if the Company were then subject to be contained therein (or required in such successor or comparable formSEC reporting requirements as a non-accelerated filer, including under Rule 12b-25 under the Securities Exchange Act of 1934), except that such report on Form 10-K (or any successor or comparable form) will not be required until unaudited financial statements for the earlier of (x) interim period as of, and for the 105th day following period ending on, the end of such fiscal year quarter; in each case, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosures with respect to the periods presented and, with respect to the annual information only, a report on the annual financial statements by the Company’s Independent Registered Public Accounting Firm (all of the foregoing financial information to be prepared (i) on a basis substantially consistent with and subject to exceptions substantially consistent with, the corresponding financial information included in the Offering Memorandum or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within on a basis substantially consistent with the time period specified in the SEC’s rules then applicable SEC requirements); and regulations for non-accelerated filers, reports on Form 10-Q (or any successor or comparable form) containing information substantially similar to the information that would be required to be contained therein (or required included in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such a current report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(ivas in effect on the Issue Date) any other information, documents and other reports which the Issuer would be required to file filed with the SEC by the Company (if it the Company were subject required to Section 13 or 15(dprepare and file such form) pursuant to Sections 1, 2 and 4, Items 5.01, 5.02 (other than compensation information) and 5.03(b) of such form, within 15 days after the Exchange Actdate of filing that would have been required for a current report on Form 8-K; provided, however, that no report shall be required to include (1) any exhibits or (2) a summary of the Issuer terms of, any employment or compensatory arrangement, agreement, plan or understanding between the Company (or any of its Subsidiaries) and any director, manager or executive officer of the Company (or any of its Subsidiaries); provided, however, that (1) in no event shall not be so obligated to file such reports with be required to contain separate financial statements for Guarantors or Subsidiaries the SEC if shares of which are pledged to secure the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes in addition to providing such information to the Trustee and the holders, in each case within 15 days after the time the Issuer or any Guarantee that would be required under (a) Section 3-09 of Regulation S-X to file the extent that the Company determines in its good faith judgment that such information would not be material to the Holders or the business, assets, operations, financial positions or prospects of the Company and its Restricted Subsidiaries, (b) Section 3-10 of Regulation S-X or (c) Section 3-16 of Regulation S-X, (2) in no event shall such reports be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC if it were subject with respect to Section 13 or 15(dany non-GAAP financial measures contained therein, (3) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, no event shall the Issuer shall not be required to furnish any information, certificates or reports information consisting of trade secrets and other proprietary information and (4) no information required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statementbe furnished pursuant to this paragraph will be required to include any segment reporting.
(b) In The Company will (1) distribute such reports and information electronically to the event that:
Trustee (such delivery obligation satisfied by the filing of reports with the SEC) and (2) make available such reports and information to any Holder, any bona fide prospective purchaser of the Notes (a “Prospective Purchaser”), any bona fide security analyst or any bona fide market maker by posting such reports and information on Intralinks or any comparable password protected online data system or on a public website; provided that the Company shall only be required to make readily available any password or other login information to any such Holder, Prospective Purchaser, security analyst or market maker; provided, further that such Holders, Prospective Purchasers, security analysts and market makers shall agree to (i) treat all such reports (and the rules information contained therein) and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownershipinformation as confidential, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to not use such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, reports and the information relating to contained therein for any purpose other than their investment or potential investment in the Issuer, the Note Guarantors Notes and (iii) not publicly disclose any such reports (and the other Subsidiaries of the Issuer on a stand-alone basis, on the other handinformation contained therein) and information.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so So long as any Notes remain outstanding during are outstanding, the Company shall also:
(1) as promptly as reasonably practicable after furnishing to the Trustee the annual and quarterly reports required by Section 4.03(a) or such earlier time after the completion of such reporting period, hold a conference call to discuss the results of operations for the relevant reporting period (which may be combined with any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to conference call for the holders of the Notes Issuer’s or any Parent Entity’s other securities); and
(2) issue a press release to the appropriate nationally recognized wire services prior to the date of the conference call required to be held in accordance with clause (1) of this Section 4.03(c), announcing the time and date of such conference call and either including all information necessary to access the call or informing Holders, Prospective Purchasers, securities analysts and market makers how they can obtain such information.
(d) In addition, to the extent not satisfied by the foregoing, the Company shall furnish to prospective investors, upon their request, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(e) Notwithstanding the foregoing, the financial statements, information and other documents required to be provided as described above, may be those of (i) the Company or (ii) any Parent Entity rather than those of the Company; provided that the same is accompanied by consolidating information, which may be unaudited, that explains in reasonable detail the differences between the information relating to such Parent Entity, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand. The Trustee shall have no duty to review or analyze reports delivered to it. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the information and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Company will be deemed to have furnished the reports referred to in Section 4.03(a) if the Company or any Parent Entity has filed reports containing such information with the SEC. Notwithstanding anything herein to the contrary, the Company will not be deemed to have failed to comply with any of its obligations under this Section 4.03 for purposes of Section 6.01(a)(3) until 180 days after the date any report under this Section 4.03 is due. To the extent any information is not provided within the time periods specified in this covenant and such information is subsequently provided, the Issuer will be deemed to have furnished satisfied its obligations with respect thereto at such reports referred to above to the Trustee time and the holders if the Issuer has filed such reports any Default with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 respect thereto shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s websitehave been cured.
Appears in 1 contract
Sources: Indenture (Nesco Holdings, Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (and provide the Trustee and holders Holders with copies thereof, without cost to each holder, within 15 days after it files them with the SECthereof by posting such information on its primary website),
(i1) within as soon as available and in any event on or before the time period specified in date on which such reports would be required to be filed with the SEC’s rules and regulations for SEC (if the Issuer were a non-accelerated filersfiler subject to Section 13 or 15(d) of the Exchange Act), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that 509335-1996-14206-13941291
(2) as soon as available and in any event on or before the date on which such report on Form 10-K (or any successor or comparable form) will not reports would be required until to be filed with the earlier of SEC (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for Issuer were a non-accelerated filersfiler subject to Section 13 or 15(d) of the Exchange Act), reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in for filing current reports on Form 8-K by the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes in addition to providing such information to the Trustee and the holders, in each case within 15 days after the time the Issuer would be required to file such information in a manner that complies in all material respects with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, requirements specified in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandumform. Notwithstanding the foregoing, the Issuer shall not will be required deemed to furnish any information, certificates or have furnished such reports required by Items 307 or 308 of Regulation S-K prior referred to above to the effectiveness Trustee and the Holders if the Issuer (or a direct or indirect parent of the Exchange Offer Registration Statement or Shelf Registration StatementIssuer if it otherwise meets the requirements set forth in Section 4.03(b)), has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and If at any time any direct or indirect parent of the Issuer (x) is or becomes a guarantor of the Notes (there being no obligation of any parent to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any do so), (y) holds no material respect assets other than incidental to its ownershipcash, directly or indirectly, Cash Equivalents and the Capital Stock of the capital stock Issuer or of the Issuer, or
(ii) any direct or indirect parent corporation of the Issuer is (and performs the related incidental activities associated with such ownership) and (z) complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the SEC (or becomes a Note Guarantor any successor provision), the reports, information and other documents required to be filed and furnished to Holders of the NotesNotes pursuant to this Section 4.03 may, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any option of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors be filed or furnished by and the other Subsidiaries be those of such direct and indirect parent of the Issuer on a stand-alone basis, on rather than the other handIssuer.
(c) In addition, the The Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders Holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(d) If the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary, then the quarterly and annual financial information required by this Section 4.03 shall include a reasonably detailed unaudited discussion (as determined in good faith by senior management of the Issuer) of the financial condition and results of operations of the Issuer and the Restricted Subsidiaries of the Issuer separate from the financial condition and results of operations of the Unrestricted Subsidiaries. 509335-1996-14206-13941291
(e) Notwithstanding anything herein to the foregoingcontrary, the Issuer will not be deemed to have furnished failed to comply with any of its agreements under this Section 4.03 for purposes of Section 1.01(a)(4) until 120 days after the date any report hereunder is required to be filed with the SEC (or otherwise made available to Holders or the Trustee) pursuant to this Section 4.03.
(f) Delivery of such reports referred to above reports, information and documents to the Trustee is for informational purposes only and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions Trustee’s receipt of such Registration Rights Agreementreports, information and documents shall not constitute constructive notice of any amendments theretoinformation contained therein or determinable from information contained therein, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on including the Issuer’s websitecompliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Appears in 1 contract
Sources: Indenture (Realogy Holdings Corp.)
Reports and Other Information. (a) Notwithstanding that Whether or not required by the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, so long as any Notes are outstanding, the Issuer shall file Company will furnish to the holders (with a copy to the SEC (and provide the Trustee and holders with copies thereofTrustee), without cost to each holder, within 15 days after it files them with the SEC),
(i) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports by which the Issuer Company would be required to file such information or reports with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, Act as a non-accelerated filer:
(i) all quarterly and annual information that the Issuer shall not would be so obligated required to file such be contained in reports on Forms 10-Q and 10-K (or any successor or comparable form) required to be filed with the SEC if the SEC does not permit Company were required to file such filingreports, in which event the Issuer will make available such information to prospective purchasers including a “Management’s discussion and analysis of Notes in addition to providing such information financial condition and results of operations” and, with respect to the Trustee and annual information only, a report on the holders, in each case within 15 days after annual financial statements by the time the Issuer Company’s independent registered public accounting firm; and
(ii) all current reports that would be required to file such information be filed with the SEC on Form 8-K (or any successor or comparable form) if it the Company were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statementfile such reports.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer Company and any direct or indirect parent of the Issuer Company to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the IssuerCompany, or
(ii) any direct or indirect parent of the Issuer Company is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer Company will satisfy this Section 4.02, and the Issuer may Company is permitted to satisfy its obligations under in this Section 4.02 with respect to financial information relating to the Issuer Company by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer Company and its Subsidiaries, on the one hand, and the information relating to the IssuerCompany, the Note Guarantors and the other Subsidiaries of the Issuer Company on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed thatCompany shall, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain the information pursuant to Rule 12g3-2(b) of the Exchange Actrequired by this covenant, it will furnish to the holders of the Notes and Notes, to bona fide prospective investors, market makers affiliated with any initial purchaser of the Notes, and any bona fide securities analyst, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company may satisfy its obligation to furnish such information by making such information available electronically (including by posting to a non-public, password-protected website maintained by the Company or a third party) to any holder, bona fide prospective investor, market maker affiliated with any initial purchaser of the Notes or bona fide securities analyst, in each case, who provides to the Company its email address, employer name and other information reasonably requested by the Company. For purposes of this covenant, any prospective investor or securities analyst shall be deemed “bona fide” if it certifies it is “bona fide.” The Company has further agreed, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with the information required by this Section 4.02, within 15 Business Days after furnishing to the Trustee the annual and quarterly reports required by Sections 4.02(a)(i) and (ii), to hold a conference call to discuss with holders such reports and the results of operations for the relevant reporting period.
(d) Notwithstanding the foregoing, the Issuer Company will be deemed to have furnished such the reports referred to above in this Section 4.02 to the Trustee and the holders if the Issuer Company has filed such reports with the SEC via the ▇▇▇▇▇ filing system (or successor electronic filing system) and such reports are publicly available. In addition, it being understood that the requirements Trustee shall have no responsibility to determine if such information is publicly available.
(e) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s websiteis for informational purposes only.
Appears in 1 contract
Sources: Indenture (MULTI COLOR Corp)
Reports and Other Information. (a) Notwithstanding that the Issuer Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with Company will furnish to the SEC (and provide the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC),Trustee
(i) within 15 days after the time period specified in the SEC’s rules and regulations for non-accelerated filers, annual reports for such fiscal year containing the information that would have been required to be contained in an Annual Report on Form 10-K (or any successor or comparable form) containing if the information required Company had been a reporting company under the Exchange Act, except to the extent permitted to be contained therein (or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not be required until excluded by the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,SEC;
(ii) within 15 days after the time period specified in the SEC’s rules and regulations for non-accelerated filers, quarterly reports for such fiscal quarter containing the information that would have been required to be contained in a Quarterly Report on Form 10-Q (or any successor or comparable form) containing if the information required Company had been a reporting company under the Exchange Act, except to the extent permitted to be contained therein (or required in such successor or comparable form), except that in excluded by the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,SEC; and
(iii) promptly from time to time within 15 days after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)regulations for filing Current Reports on Form 8-K, such other current reports containing substantially all of the information that would be required to be filed in a Current Report on Form 8-K under the Exchange Act on the Issue Date pursuant to Items 1, 2 and 4, Items 5.01, 5.02(a)-(c) (or other than compensation information) and Item 9.01 (only to the extent relating to any successor or comparable form), and
(iv) any other information, documents and other reports which of the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(dforegoing) of Form 8-K if the Company had been a reporting company under the Exchange Act; provided, however, that no such current reports (or Items thereof or all or a portion of the Issuer financial statements that would have otherwise been required thereby) will be required to be provided (or included) if the Company determines in its good faith judgment that such event (or information) is not material to holders or the business, assets, operations, financial position or prospects of the Company and its Subsidiaries, taken as a whole, or if the Company determines in its good faith judgment that such disclosure would otherwise cause competitive harm to the business, assets, operations, financial position or prospects of the Company and its Subsidiaries, taken as a whole (in which event such nondisclosure shall be limited only to specific provisions that would cause material harm and not the occurrence of the event itself). Notwithstanding the foregoing, (a) such reports shall not be so obligated required to file comply with Section 302, Section 404 or Section 906 of the Sarbanes-Oxley Act of 2002, as amended, or related Items 307, 308 and 308T of Regulation S-K promulgated by the SEC, or Item 10(e), Item 402 and Item 601 of Regulation S-K and information regarding executive compensation and related party disclosure related to SEC Release Nos. 33-8732A and 34-54302A, (b) such reports with the SEC if the SEC does shall not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes in addition to providing such information to the Trustee and the holders, in each case within 15 days after the time the Issuer would be required to file comply with Rule 3-09, Rule 3-10, Rule 3-16, Rule 13-01 or Rule 13-02 of Regulation S-X, (c) such information reports shall not be required to comply with any conflict minerals rules of the SEC if it were or similar rules and regulations of any other government agency, (d) such reports shall not be required to include financial statements in interactive data format using the eXtensible Business Reporting Language and such reports shall be subject to Section 13 or 15(d) of the Exchange Actexceptions, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions exclusions and other differences consistent with the presentation of financial and other information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer this offering memorandum and shall not be required to furnish any present compensation or beneficial ownership information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In addition, the event that:
Company will, for so long as any Notes remain outstanding, use its commercially reasonable efforts to hold and participate in quarterly conference calls with the holders of the Notes, beneficial owners of the Notes, bona fide prospective investors, securities analysts and market makers to discuss such financial information no later than 10 Business Days after distribution of such financial information required by clauses (i) and (ii) of Section 4.03(a). If the Company holds a publicly accessible quarterly conference call with its investors, it shall be deemed to satisfy the obligation of the foregoing sentence.
(c) For the avoidance of doubt, if the Company files with or furnishes to the SEC (a) an Annual Report on Form 10-K with respect to a fiscal year that complies in all material respects with the rules and regulations of the SEC permit regarding such filing, then such filing shall be deemed to satisfy the Issuer requirements of clause (i) of Section 4.03(a) with respect to the relevant fiscal year; (b) a quarterly report on Form 10-Q with respect to a fiscal quarter that complies in all material respects with the rules and any direct or indirect parent regulations of the Issuer SEC regarding such filing, then such filing shall be deemed to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, satisfy the requirements of the capital stock of the Issuer, or
clause (ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 4.03(a) with respect to financial information relating the relevant fiscal quarter; and (c) a current report on Form 8-K with respect to any of the Issuer by furnishing financial information relating events described in clause (iii) of Section 4.03(a) that complies in all material respects with the rules and regulations of the SEC regarding such filing, then such filing shall be deemed to satisfy the requirements of clause (iii) of Section 4.03(a) with respect to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other handevent.
(cd) Notwithstanding the foregoing, the Company will be deemed to have delivered such reports and information referred to above to the holders, prospective investors, market makers, securities analysts and the trustee for all purposes of this Indenture if the Company has filed such reports with the SEC via the EDGAR filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this covenant will be deemed satisfied and the Company will be deemed to have delivered such reports and information referred to above to the trustee for all purposes of this Indenture by the posting of reports and information that would be required to be provided on the Company’s website.
(e) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed Company agrees that, for so long as any Notes remain outstanding outstanding, during any a period when it in which the Company is not subject to Section 13 or Section 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of Notes, beneficial owners of the Notes and to Notes, bona fide prospective investors, securities analysts and market makers, upon their request, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding .
(f) Any and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner a report or other information or conduct a conference call required by this Section 4.03 shall be deemed cured (and the foregoing, the Issuer will Company shall be deemed to have furnished be in compliance with this Section 4.03) upon furnishing or filing such reports referred to above report or other information or conducting a conference call as contemplated by this Section 4.03 (but without regard to the Trustee and date on which such report or other information is so furnished or filed); provided that such cure shall not otherwise affect the holders rights of Holders under Article 6 if the Issuer payment of any Notes has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement been accelerated in accordance with the provisions terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) Delivery of such Registration Rights Agreementreports, information and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided documents to the Trustee is for informational purposes only, and the holders Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s, any Guarantor’s or any other Person’s compliance with any of its covenants under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall not be obligated to monitor, examine or confirm, on a continuing basis or otherwise, the IssuerCompany’s, any Guarantor’s websiteor any other Person’s compliance with this Section 4.03 or with respect to any reports or other documents filed under this Indenture. The Trustee shall have no obligation whatsoever to determine whether reports and information have been posted.
Appears in 1 contract
Sources: Indenture (Walker & Dunlop, Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuer Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer Company shall file with furnish to the SEC (and provide the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC),Trustee:
(i) within 15 days after the time period specified in the SEC’s rules and regulations for non-accelerated filers, annual reports for such fiscal year containing the information that would have been required to be contained in an Annual Report on Form 10-K (or any successor or comparable form) containing if the information required Company had been a reporting company under the Exchange Act, except to the extent permitted to be contained therein (or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not be required until excluded by the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,SEC;
(ii) within 15 days after the time period specified in the SEC’s rules and regulations for non-accelerated filers, quarterly reports for such fiscal quarter containing the information that would have been required to be contained in a Quarterly Report on Form 10-Q (or any successor or comparable form) containing if the information required Company had been a reporting company under the Exchange Act, except to the extent permitted to be contained therein (or required in such successor or comparable form), except that in excluded by the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,SEC; and
(iii) promptly from time to time within 15 days after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)regulations for filing Current Reports on Form 8-K, such other current reports containing substantially all of the information that would be required to be filed in a Current Report on Form 8-K under the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a)-(c) (or other than compensation information) and Item 9.01 (only to the extent relating to any successor or comparable form), and
(iv) any other information, documents and other reports which of the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(dforegoing) of Form 8-K if the Company had been a reporting company under the Exchange Act; provided, however, that (a) no such current reports (or Items thereof or all or a portion of the Issuer shall not financial statements that would have otherwise been required thereby) will be so obligated required to file such reports with the SEC be provided (or included) if the SEC does Company determines in its good faith judgment that such event (or information) is not permit material to holders or the business, assets, operations, financial position or prospects of the Company and its Restricted Subsidiaries, taken as a whole, or if the Company determines in its good faith judgment that such filingdisclosure would otherwise cause competitive harm to the business, assets, operations, financial position or prospects of the Company and its Restricted Subsidiaries, taken as a whole (in which event such nondisclosure shall be limited only to specific provisions that would cause material harm and not the Issuer occurrence of the event itself) and (b) and in no event will make available any financial statements of an acquired business be required to be included in any such current report; in each case, subject to exceptions and exclusions consistent with the presentation of financial and other information in the Offering Memorandum (including with respect to prospective purchasers the omission of Notes in financial statements or financial information required by Rules 3-09, 3-10 or 3-16 under Regulation S-X promulgated by the SEC (or any successor provision)), Compensation Discussion and Analysis otherwise required by Regulation S-K Item 402(b), and information otherwise required by Section 302 or 404 of the Sarbanes-Oxley Act of 2002. In addition to providing such information to the Trustee and Trustee, the Company shall make available to the holders, in each case within 15 days after prospective investors, market makers affiliated with any initial purchaser of the time Notes and securities analysts the Issuer would be information required to file be provided pursuant to clauses (i), (ii) and (iii) of this Section 4.02(a) by posting such information with the SEC if it were subject to Section 13 its website or 15(d) of the Exchange Act, subject, in the case of on IntraLinks or any such information, certificates comparable online data system or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandumwebsite. Notwithstanding the foregoing, the Issuer Company shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.K.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand[Reserved].
(c) In addition, the Issuer The Company will make such information available to prospective investors upon request. In addition, the Issuer Company has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoingforegoing provisions of this Section 4.02, the Issuer Company will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer Company has filed such reports with the SEC via the ▇▇▇▇▇ EDGAR filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the IssuerCompany’s website. Delivery of such reports to the Trustee shall be for informational purposes only and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including any Event of Default or the Company’s compliance with any of the covenants contained in this Indenture.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that For so long as any Notes are outstanding, unless the Issuer may not be Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for complies with such annual and quarterly reporting pursuant to rules and regulations promulgated by the SECrequirements, the Issuer shall file with the SEC (and provide the Trustee and holders with copies thereof, Company will furnish without cost to each holder, Holder of Notes and file with the Trustee:
(1) within 15 90 days after it files them with the SEC),end of each fiscal year of the Company:
(iA) within audited year-end consolidated financial statements of the time period specified Company and its Subsidiaries (including balance sheets, statements of operations and statements of cash flows which would be required from an SEC registrant in the SEC’s rules and regulations for non-accelerated filers, annual reports an Annual Report on Form 10-K prepared in accordance with GAAP;
(or any successor or comparable formB) containing the information described in Item 101 (“Description of Business”), Item 102 (“Description of Property”), Item 103 (“Legal Proceedings”), Item 303 (“Management’s Discussion and Analysis of Financial Condition and Results of Operations”) and Item 404 (“Transactions with related persons, promoters and certain persons”), in each case, of Regulation S-K under the Securities Act with respect to such period, to the extent such information would otherwise be required to be contained therein (or required filed in such successor or comparable form), except that such report an Annual Report on Form 10-K K;
(or C) a presentation of EBITDA of the Company consistent with the presentation of Adjusted EBITDA in the Offering Circular and derived from such financial statements; and
(D) all pro forma and historical information in respect of any successor or comparable formsignificant transaction (as determined in accordance with Rule 3-05 of Regulation S-X under the Securities Act) will not consummated more than 75 days prior to the date such information is furnished for the time periods for which such financial information would be required until (if the earlier Company were subject to the filing requirements of the Exchange Act) in a filing on Form 8-K with the SEC at such time;
(2) within (x) the 105th day following 75 days after the end of such the fiscal year or quarter ended September 30, 2007, (y) the 90th day following 60 days after the end of such the fiscal quarter ended March 31, 2008 and (z) 45 days after the end of the fiscal quarters ended June 30, 2008 and September 30, 2008 and each of the first three fiscal quarters of each fiscal year if of the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,Company thereafter:
(iiA) within unaudited quarterly consolidated financial statements of the time period specified Company and its Subsidiaries (including balance sheets, statements of operations and statements of cash flows which would be required from a SEC registrant in the SEC’s rules and regulations for non-accelerated filers, reports a Quarterly Report on Form 10-Q and a SAS 100 review by the Company’s independent accountants) prepared in accordance with GAAP, subject to normal year-end adjustments;
(or any successor or comparable formB) containing the information described in Item 103 (“Legal Proceedings”) and Item 303 (“Management’s Discussion and Analysis of Financial Condition and Results of Operations”), in each case, of Regulation S-K under the Securities Act with respect to such period to the extent such information would otherwise be required to be contained therein (or required filed in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report a Quarterly Report on Form 10-Q Q;
(or C) a presentation of EBITDA of the Company consistent with the presentation of Adjusted EBITDA in the Offering Circular and derived from such financial statements; and
(D) all pro forma and historical financial information in respect of any successor or comparable formsignificant transaction (as determined in accordance with Rule 3-05 of Regulation S-X under the Securities Act) will consummated more than 75 days prior to the date such information is furnished to the extent not previously provided and for the time periods such financial information would be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Company were subject to the filing requirements of the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iiiAct) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports a filing on Form 8-K (or any successor or comparable form), with the SEC at such time; and
(iv3) within five Business Days following the occurrence of any of the following events, a description in reasonable detail of such event: (A) any other informationchange in the executive officers or directors of the Company, documents and other reports which (B) any incurrence of any material on-balance sheet or material off-balance sheet long-term debt obligation or capital lease obligation (each as defined in Item 303 of Regulation S-K under the Issuer Securities Act) of or relating to the Company or any of its Restricted Subsidiaries, (C) the acceleration of any Indebtedness of the Company or any of its Restricted Subsidiaries, (D) any issuance or sale by the Company of Equity Interests of the Company (excluding any issuance or sale pursuant to any stock option plan in the ordinary course of business), (E) the entry into of any agreement by the Company or any of its Subsidiaries relating to a transaction that has resulted or may result in a Change of Control, (F) any resignation or termination of the independent accountants of the Company or any engagement of any new independent accountants of the Company, (G) any determination by the Company or the receipt of advice or notice by the Company from its independent accountants, in either case, relating to non-reliance on previously issued financial statements, a related audit opinion or a completed interim review, (H) the completion by the Company or any of its Restricted Subsidiaries of the acquisition or disposition of a significant amount of assets, otherwise than in the ordinary course of business, in each case to the extent such information would be required to file with the from an SEC if it were subject to Section 13 or 15(dregistrant in a Form 8-K, (I) bankruptcy of the Exchange ActCompany, (J) amendments to the Certificate of Incorporation or the bylaws of the Company and (K) change in fiscal year of the Company; provided, however, that the Issuer (w) such reports shall not be so obligated required to file such reports with contain separate financial statements for Guarantors or Subsidiaries the shares of which are pledged to secure the notes or any Guarantee that would be required under Section 3-10 or Section 3-16 of Regulation S-X, respectively, promulgated by the SEC if the SEC does not permit such filing, in which event the Issuer will make available such other than condensed consolidating footnote disclosure containing information with respect to prospective purchasers of Notes in addition to providing such information to the Trustee Guarantors and the holdersnon-Guarantor Subsidiaries, in each case within 15 days after the time the Issuer would on an aggregate basis, (x) such reports shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-GAAP financial measures contained therein, (y) such reports shall not be required to contain any assessment by management of the Company’s disclosure controls and procedures or internal control over financial reporting or any audit or review of, or attestation relating to, such assessment and (z) such reports shall not be required to contain any certification required by any such form or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.
(b) The Company shall either (1) maintain a website (which may be non-public) to which Holders, prospective investors that certify that they are qualified institutional buyers, securities analysts and market makers are given access and to which such information is posted; (2) distribute via electronic mail such information to beneficial owners of the Notes, prospective investors that certify that they are qualified institutional buyers, securities analysts and market makers who request to receive such distributions or (3) file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other handSEC.
(c) At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph 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” or other comparable section, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.
(d) The Company shall use its commercially reasonable efforts, consistent with its judgment as to what is prudent at the time, to participate in quarterly conference calls to discuss operating results and related matters. The Company shall issue a press release which will provide the date and time of any such call and will direct Holders, prospective investors and securities analysts to contact the investor relations office of the Company to obtain access to the conference call.
(e) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it Company will furnish to the holders of the Notes Holders and to prospective investors, investors upon their request, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. .
(f) Notwithstanding anything herein to the foregoingcontrary, the Issuer Company will not be deemed to have furnished such reports referred failed to above to the Trustee and the holders if the Issuer has filed such reports comply with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements any of its obligations under this Section 4.02 shall be deemed satisfied prior to 4.03 for purposes of clause (3) under Section 6.01 hereof until 90 days after the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and date any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in report is due under this Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s website4.03.
Appears in 1 contract
Sources: Senior Subordinated Notes Indenture (ASC Acquisition LLC)
Reports and Other Information. (a) Notwithstanding that So long as any Notes are outstanding, the Issuer may not be subject Company will furnish to the reporting requirements Holders of Section 13 Notes and deliver to the Trustee:
(1) within 90 days after the end of each fiscal year of the Company (or 15(d) such later date on which the Company is required to file a Form 10-K under the Exchange Act, including under Rule 12b-25 of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (and provide the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SECAct),
(i) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, annual reports of the Company and its Subsidiaries (including a balance sheet, statement of operations and statement of cash flows) containing, except as set forth below, the information required to be contained on Form 10-K (K, or any successor or comparable form, if the Company was a reporting company under the Exchange Act (but only to the extent similar information was included in the Offering Memorandum), including a report on the annual financial statements by the Company’s certified independent accountants and a management’s discussion and analysis;
(2) containing within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company (or such later date on which the Company is required to file a Form 10-Q under the Exchange Act, including under Rule 12b-25 of the Exchange Act), quarterly reports of the Company and its Subsidiaries containing, except as set forth below, the information required to be contained therein (or required in such successor or comparable form), except that such report on Form 10-K (Q, or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year , if the Company was a reporting company under the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior Act (but only to such date,the extent similar information was included in the Offering Memorandum); and
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii3) promptly from time to time after the occurrence of an event that would have been required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports containing substantially the same information that, if the Company had been a reporting company under the Exchange Act, would have been required to be contained in a Current Report on Form 8-K required to be filed under the Exchange Act pursuant to Items 1.01 (or any successor or comparable formEntry into a Material Definitive Agreement), and
1.02 (ivTermination of a Material Definitive Agreement), 1.03 (Bankruptcy or Receivership), 2.01 (Completion of Acquisition or Disposition of Assets), 2.03 (Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement), 2.04 (Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement), 2.06 (Material Impairment), 4.01 (Changes in Registrant’s Certifying Accountant), 4.02 (Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review), 5.01 (Changes in Control of Registrant), 5.02(b) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes in addition to providing such information to the Trustee and the holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 (Departure of Directors or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s website.Certain Officers;
Appears in 1 contract
Sources: Indenture (Fortrea Holdings Inc.)
Reports and Other Information. (a) Notwithstanding that So long as any Notes are outstanding, the Issuer may not be subject Company will furnish to the reporting requirements of Section 13 or 15(dHolders:
(1) within (x) 120 days after the end of the Exchange Act or otherwise report on an fiscal year of the Company ending December 31, 2018 and (y) 105 days after the end of each fiscal year of the Company, commencing with the year ending December 31, 2019, all annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant financial statements of the Company substantially in the form that would be required to rules and regulations promulgated by the SEC, the Issuer shall file be contained in a filing with the SEC (and provide the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC),
(i) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, annual reports on Form 10-K (but only to the extent similar information was included in the Offering Memorandum), in accordance with the requirements of such Form 10-K as of the Issue Date, if the Company were required to file such form, together with a report thereon by the Company’s independent registered public accounting firm, and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” data and information relating to Hydrocarbon proved reserves that is substantially consistent with the presentation thereof included in the Offering Memorandum, excluding information included in the annexes hereto, and a calculation of Adjusted Consolidated Net Tangible Assets or a calculation of the discounted future net revenues from Proved Reserves of the Company and its Restricted Subsidiaries calculated in accordance with SEC guidelines (but in any successor event including reserve estimates based on an assumed five-year development plan or comparable formsuch longer period as permitted by the SEC); and
(2) containing within 60 days after the information end of each fiscal quarter of the Company ending after the Issue Date (solely with respect to the first three fiscal quarters of each fiscal year), all quarterly financial statements of the Company substantially in the form that would be required to be contained therein (or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not be required until a filing with the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports SEC on Form 10-Q (or any successor or comparable form) containing but only to the extent similar information required to be contained therein (or required was included in such successor or comparable formthe Offering Memorandum), except that in accordance with the case requirements of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until as of the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter Issue Date, if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior Company were required to file such date,form, and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations;” and
(iii3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which information containing substantially the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such same information to prospective purchasers of Notes in addition to providing such information to the Trustee and the holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to contained in filings with the Trustee and SEC on Form 8-K, in accordance with the holders on requirements of such Form 8-K as of the Issuer’s website.Issue Date, under Items: 1.01 (Entry into a Material Definitive Agreement); 1.03 (Bankruptcy or Receivership); 2.01 (
Appears in 1 contract
Sources: Indenture (Magnolia Oil & Gas Corp)
Reports and Other Information. (a) Notwithstanding that the Issuer Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer Company shall file with the SEC (and provide make available to the Trustee and holders with copies thereofHolders of the Notes (without exhibits), without cost to each holderany Holder, within 15 days after it the Company files them with the SEC)) from and after the Issue Date,
(i1) within the 90 days (or any other time period specified then in effect under the SEC’s rules and regulations for of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filersfiler) after the end of each fiscal year, annual reports on Form 10-K (K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form), except that such report on Form 10-K ;
(or any successor or comparable form2) will not be required until the earlier of (x) the 105th day following within 45 days after the end of such each of the first three fiscal year or (y) the 90th day following the end quarters of such each fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filersyear, reports on Form 10-Q (containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,;
(iii3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (K, or any successor or comparable form), ; and
(iv4) any other information, documents and other reports which that the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; providedin each case, however, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will Company shall make available such information to prospective purchasers of Notes Notes, in addition to providing such information to the Trustee and the holdersHolders of the Notes, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC SEC, if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, to the Issuer has agreed thatextent not satisfied by the foregoing, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of are outstanding, the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will Company shall furnish to the holders of the Notes Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(b) In the event that any direct or indirect parent company of the Company becomes a guarantor of the Notes, the Company may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Company by furnishing financial information relating to such parent company; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand.
(c) Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 4.03 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes Exchange Offer or the effectiveness of the Shelf Registration Statement by (1) by the filing with the SEC of the Exchange Offer Registration Statement and/or or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement(or any other registration statement), and any amendments thereto, and with such registration statement and/or amendments thereto are filed at times financial information that otherwise satisfy satisfies Regulation S-X of the time requirements set forth in Section 4.02(a) and/or Securities Act or (2) the by posting of reports that would be required to be provided filed substantially in the form required by the SEC on the Company’s website (or on the website of any of its parent companies) or providing such reports to the Trustee and Trustee, with financial information that satisfied Regulation S-X of the holders on Securities Act, subject to exceptions consistent with the Issuer’s websitepresentation of financial information in the Offering Circular, to the extent filed within the times specified above.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that the Issuer Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer Company shall file with the SEC (and provide make available to the Trustee and holders with copies thereofHolders of the Notes (without exhibits), without cost to each holderany Holder, within 15 days after it the Company files (or is otherwise required to file) them with the SEC)) from and after the Issue Date,
(i1) within the 90 days (or any other time period specified then in effect under the SEC’s rules and regulations for of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filersfiler) after the end of each fiscal year, annual reports on Form 10-K (K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form), except that such report on Form 10-K ;
(or any successor or comparable form2) will not be required until the earlier of (x) the 105th day following within 45 days after the end of such each of the first three fiscal year or (y) the 90th day following the end quarters of such each fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filersyear, reports on Form 10-Q (containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,; and
(iii3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (K, or any successor or comparable form), and
(iv) any other informationin each case, documents and other reports which the Issuer would be required to file in a manner that complies in all material respects with the SEC if it were subject to Section 13 or 15(d) of the Exchange Actrequirements specified in such form; provided, however, provided that the Issuer Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will Company shall make available such information to prospective purchasers of Notes Notes, in addition to providing such information to the Trustee and the holdersHolders of the Notes, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, to the Issuer has agreed thatextent not satisfied by the foregoing, for so long as any the Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of are outstanding, the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will Company shall furnish to the holders of the Notes Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(b) Notwithstanding the foregoing, the Issuer Company may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Company by furnishing financial information relating to the Parent Guarantor; provided that the same is accompanied by or includes information that explains in reasonable detail the differences to the extent material between the information relating to such parent, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand.
(c) The Company will be deemed to have furnished such the reports referred to above to the Trustee and the holders required under this Section 4.03 if the Issuer Parent Guarantor has filed such reports with the SEC via the ▇▇▇▇▇ (or successor) filing system and such reports are publicly available. In addition.
(d) Notwithstanding anything herein to the contrary, the requirements Company will not be deemed to have failed to comply with any of its agreements hereunder for purposes of clause (3) under Section 6.01 until 120 days after the date any report hereunder is required to be filed with the SEC pursuant to this Section 4.02 4.03.
(e) Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on an Officer’s Certificate).
(f) To the extent any information is not provided within the time periods specified in this Section 4.03 and such information is subsequently provided, the Company will be deemed to have satisfied its delivery obligations with respect to its delay in delivery at such time and any Default with respect thereto shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s websitehave been cured.
Appears in 1 contract
Sources: Indenture (Aramark)
Reports and Other Information. (a) Notwithstanding that the Issuer Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer Company shall file with the SEC (and provide make available to the Trustee and holders with copies thereofHolders of the Notes (without exhibits), without cost to each holderany Holder, within 15 days after it the Company files them with the SEC)) from and after the Issue Date,
(i1) within the 90 days (or any other time period specified then in effect under the SEC’s rules and regulations for of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filersfiler) after the end of each fiscal year, annual reports on Form 10-K (K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form), except that such report on Form 10-K ;
(or any successor or comparable form2) will not be required until the earlier of (x) the 105th day following within 45 days after the end of such each of the first three fiscal year or (y) the 90th day following the end quarters of such each fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filersyear, reports on Form 10-Q (containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,;
(iii3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (K, or any successor or comparable form), ; and
(iv4) any other information, documents and other reports which the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; providedin each case, however, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will Company shall make available such information to prospective purchasers of Notes Notes, in addition to providing such information to the Trustee and the holdersHolders of the Notes, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC SEC, if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, to the Issuer has agreed thatextent not satisfied by the foregoing, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of are outstanding, the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will Company shall furnish to the holders of the Notes Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(b) In the event that any direct or indirect parent company of the Company becomes a guarantor of the Notes, the Company may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Company by furnishing financial information relating to such parent company; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand.
(c) Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 4.03 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes Exchange Offer or the effectiveness of the Shelf Registration Statement (but in no event later than the date specified in the applicable Registration Rights Agreement by which the applicable Exchange Offer must be consummated) (1) by the filing with the SEC of the Exchange Offer Registration Statement and/or or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement(or any other registration statement), and any amendments thereto, and with such registration statement and/or amendments thereto are filed at times financial information that otherwise satisfy satisfies Regulation S-X of the time requirements set forth in Section 4.02(a) and/or Securities Act or (2) the by posting of reports that would be required to be provided filed substantially in the form required by the SEC on the Company’s website (or on the website of any of its parent companies) or providing such reports to the Trustee and Trustee, with financial information that satisfied Regulation S-X of the holders on Securities Act, subject to exceptions consistent with the Issuer’s websitepresentation of financial information in the Offering Memorandum, to the extent filed within the times specified above.
(d) Notwithstanding anything herein to the contrary, the Company shall not be deemed to have failed to comply with any of its obligations hereunder for purposes of Section 6.01(a)(3) hereof until 90 days after the date any report hereunder is due.
Appears in 1 contract
Sources: Indenture (Ahny-Iv LLC)
Reports and Other Information. (a) Notwithstanding that the Issuer Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer Company shall file with the SEC (and provide the Trustee and holders Holders with copies thereof, without cost to each holderHolder, within 15 days after it files them with the SEC),
(i) within the time period periods specified in by the SEC’s rules and regulations for non-accelerated filersExchange Act, annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period periods specified in by the SEC’s rules and regulations for non-accelerated filersExchange Act, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in for filing current reports on Form 8-K by the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will Company shall cause the reports specified above to be made publicly available by posting such reports on its website within the time periods that would apply if the Company were required to file those reports with the SEC. In addition, the Company shall make available such information to prospective purchasers of Notes Notes, in addition to providing such information to the Trustee and the holdersHolders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. In connection with the filings with the SEC required pursuant to clauses (i) and (ii) above, subject, in the case Company shall provide notice of any such information, certificates or reports provided prior and host a conference call open to the effectiveness of public to discuss the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with results for the presentation of financial information in the Offering Memorandum. applicable period.
(b) Notwithstanding the foregoing, the Issuer Company shall not be required deemed to furnish any informationhave furnished such reports referred to above to the Trustee and the Holders if it has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, certificates or reports required by Items 307 or 308 of Regulation S-K such requirements shall be deemed satisfied prior to the commencement of the Registered Exchange Offer relating to the applicable Notes or the effectiveness of the Exchange Offer Shelf Registration Statement by the filing with the SEC of an exchange offer registration statement or Shelf Registration StatementStatement in accordance with the provisions of the Registration Rights Agreement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act and provided that such registration statement or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in this Section 4.02.
(bc) In the event that:
(i) the rules and regulations of the SEC permit the Issuer Company and any direct or indirect parent company of the Issuer Company to report at such parent entity’s level on a consolidated basis and basis; and
(ii) such parent entity of the Company is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the IssuerCompany, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating then such consolidated reporting at the such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will Company shall satisfy this Section 4.02.
(d) Any subsequent restatement of financial statements shall not have any retroactive effect for purposes of calculations previously made pursuant to the covenants contained in this Indenture.
(e) The subsequent filing or making available of any materials or conference call required by this covenant shall be deemed automatically to cure any Default resulting from the failure to file or make available such materials or conference call within the required time frame.
(f) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Issuer may satisfy its obligations under this Section 4.02 Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than covenants hereunder (as to which the Issuer and its Subsidiaries, on the one hand, and the information relating Trustee is entitled to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
rely exclusively (c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(dArticle 7 hereof) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issueran Officer’s websiteCertificate).
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that the Issuer Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer Company shall file with the SEC (and provide make available to the Trustee and holders with copies thereofHolders of the Notes (without exhibits), without cost to each holderany Holder, within 15 days after it the Company files them with the SEC)) from and after the Issue Date,
(i1) within the 90 days (or any other time period specified then in effect under the SEC’s rules and regulations for of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filersfiler) after the end of each fiscal year, annual reports on Form 10-K (K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form), except that such report on Form 10-K ;
(or any successor or comparable form2) will not be required until the earlier of (x) the 105th day following within 45 days after the end of such each of the first three fiscal year or (y) the 90th day following the end quarters of such each fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filersyear, reports on Form 10-Q (containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,;
(iii3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (K, or any successor or comparable form), ; and
(iv4) any other information, documents and other reports which that the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided, however, that the Issuer Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will Company shall make available such information to prospective purchasers of Notes Notes, in addition to providing such information to the Trustee and the holdersHolders of the Notes, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC SEC, if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, to the Issuer has agreed thatextent not satisfied by the foregoing, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of are outstanding, the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will Company shall furnish to the holders of the Notes Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(b) In the event that any direct or indirect parent company of the Company becomes a Guarantor of the Notes, the Company may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Company by furnishing financial information relating to such parent company; provided, however, that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand.
(c) Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 4.03 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes Exchange Offer or the effectiveness of the Shelf Registration Statement by (1) by the filing with the SEC of the Exchange Offer Registration Statement and/or or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement(or any other registration statement), and any amendments thereto, and with such registration statement and/or amendments thereto are filed at times financial information that otherwise satisfy satisfies Regulation S-X of the time requirements set forth in Section 4.02(a) and/or Securities Act or (2) the by posting of reports that would be required to be provided filed substantially in the form required by the SEC on the Company’s website (or on the website of any of its parent companies) or providing such reports to the Trustee and Trustee, with financial information that satisfied Regulation S-X of the holders on Securities Act, subject to exceptions consistent with the Issuer’s websitepresentation of financial information in the Offering Circular, to the extent filed within the times specified above.
Appears in 1 contract
Sources: Indenture (DJO Finance LLC)
Reports and Other Information. (a) Notwithstanding that the Issuer Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall Company will file with the SEC (and provide the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC),):
(i) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, all annual financial statements that would be required to be contained in annual reports on Form 10-K (or any successor or comparable form) containing ), if the information Issuer were required to be contained therein (or required in file such successor or comparable form)forms, except that such along with a report on Form 10-K (or any successor or comparable form) will not be required until the earlier annual financial statements by the Issuer’s independent registered public accountant, plus a “Management’s Discussion and Analysis of (x) the 105th day following the end Financial Condition and Results of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,Operations”;
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, all quarterly financial statements that would be required to be contained in quarterly reports on Form 10-Q (or any successor or comparable form) containing ), if the information Issuer were required to be contained therein (or required in such successor or comparable form)file them, except that in the case plus a “Management’s Discussion and Analysis of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier Financial Condition and Results of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,Operations”; and
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form)) under Items 1.01, and
1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) and (ivc) any (other information, documents and other reports which than with respect to information otherwise required or contemplated by Item 402 of Regulation S-K) as in effect on the Issue Date if the Issuer would were required to file such reports; provided, however, that (A) no such current report will be required to file include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between the Issuer (or any of its Subsidiaries) and any director, manager or executive officer, of the Issuer (or any of its Subsidiaries), (B) the Issuer shall not be required to make available any information regarding the occurrence of any of the events set forth in this clause (iii) if the Issuer determines in its good faith judgment that the event that would otherwise be required to be disclosed is not material to the holders of the Notes or the business, assets, operations, financial positions or prospects of the Issuer and its Restricted Subsidiaries taken as a whole, (C) no such current report will be required to comply with Regulation G under the SEC if it were subject to Section 13 Exchange Act or 15(dItem 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein (other than providing reconciliations of such non-GAAP information to extent included in the Exchange Actoffering memorandum), (D) no such current report will be required to comply with Regulation S-X and (E) no such current report will be required to provide any information that is not otherwise similar to information currently included in the Offering Memorandum; provided, however, that the Issuer Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filingfiling or the Company is no longer required to file such reports pursuant to Section 13 or 15(d) of the Exchange Act, in which event the Issuer Company will make available such information to prospective purchasers of Notes notes in addition to providing such information to the Trustee and the holders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions and exclusions consistent with the presentation of financial and other information in the Offering Memorandum. Notwithstanding In addition to providing such information to the foregoingTrustee, the Issuer Company shall not be make available to the holders, prospective investors, market makers affiliated with any initial purchaser of the Notes and securities analysts the information required to furnish be provided pursuant to clauses (i), (ii) and (iii) of this Section 4.02(a), by posting such information to its website or on IntraLinks or any informationcomparable online data system or website. If the Company has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, certificates or reports if taken together as one Subsidiary, would constitute a Significant Subsidiary of the Company, then the annual and quarterly information required by Items 307 or 308 clauses (i) and (ii) of Regulation S-K prior to this Section 4.02(a) shall include a reasonably detailed presentation, either on the effectiveness face of the Exchange Offer Registration Statement financial statements or Shelf Registration Statementin the footnotes thereto, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer Company and any direct or indirect parent of the Issuer Company to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the IssuerCompany, or
(ii) any direct or indirect parent of the Issuer Company is or becomes a Note Guarantor guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer Company will satisfy this Section 4.02, and the Issuer may Company is permitted to satisfy its obligations under in this Section 4.02 with respect to financial information relating to the Issuer Company by furnishing financial information relating to such direct or indirect parent; provided that that, to the extent required under the rules and regulations of the SEC, such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer Company and its Subsidiaries, on the one hand, and the information relating to the IssuerCompany, the Note Subsidiary Guarantors and the other Subsidiaries of the Issuer Company on a stand-alone standalone basis, on the other hand.
(c) . In addition, the Issuer Company will make such information available to prospective investors upon request. .
(c) In addition, the Issuer has agreed thatCompany shall, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(d) Notwithstanding the foregoing, the Issuer Company will be deemed to have furnished such the reports referred to above in this Section 4.02 to the Trustee and the holders if the Issuer Company has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In additionPrior to the Escrow Release Date, delivery of the requirements foregoing reports required in this section by the Company containing financial information related to the Company shall be deemed to satisfy the obligations hereunder.
(e) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only, and the Trustee’s receipt thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall not be deemed satisfied prior obligated to monitor or confirm, on a continuing basis or otherwise, the commencement of Issuer’s compliance with the exchange offer contemplated by the Registration Rights Agreement relating covenants or with respect to the Notes any reports or the effectiveness of the Shelf Registration Statement by (1) the filing other documents filed with the SEC of or ▇▇▇▇▇ or any website under the Exchange Offer Registration Statement and/or Shelf Registration Statement indenture, or participate in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s websiteconference calls.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that For so long as any Securities are outstanding, the Issuer may not be subject Company shall deliver to the reporting requirements Trustee a copy of Section 13 or 15(d) all of the Exchange Act or otherwise report on an annual information and quarterly basis on forms provided for such annual and quarterly reporting pursuant reports referred to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC below (and provide the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC),
(i) within the time period periods specified in the SEC’s rules and regulations for that would apply if the Company were required to file with the SEC as a “non-accelerated filersfiler”; provided that if the Reporting Entity (as defined below) is filing such information and reports with the SEC, within the time periods specified in the SEC rules and regulations for such Reporting Entity):
(1) annual reports on Form 10-K of the Reporting Entity (or any successor or comparable formas defined below) for such fiscal year containing the information that would have been required to be contained therein (or required in such successor or comparable form), except that such an annual report on Form 10-K (or any successor or comparable form) will not if the Reporting Entity had been a reporting company under the Exchange Act, except to the extent permitted to be required until excluded by the earlier SEC;
(2) quarterly reports of (x) the 105th day following Reporting Entity for each of the end first three fiscal quarters of such each fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports on Form 10-Q (or any successor or comparable form) thereafter containing the information that would have been required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such a quarterly report on Form 10-Q (or any successor or comparable form) if the Reporting Entity had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and
(3) current reports of the Reporting Entity containing substantially all of the information that would be required to be filed in a current report on Form 8-K under the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) 4810-9980-1327 v49 -76- and (c) and Item 9.01(a) and (b) (only to the extent relating to any of the foregoing) of Form 8-K if the Reporting Entity had been a reporting company under the Exchange Act. In addition to providing such information to the Trustee, the Company shall make available to the Holders, prospective investors, bona fide market makers and securities analysts the information required to be provided pursuant to the foregoing clauses (1), (2) and (3), by posting such information to its website (or the website of any of the Company’s parent companies, including the Reporting Entity) or on IntraLinks or any comparable online data system or website. Notwithstanding the foregoing, (A) neither the Company nor any Reporting Entity that is not subject to Section 13 or 15(d) of the Exchange Act will be required to deliver any information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein and (B) such reports will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter to contain audited or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified unaudited condensed consolidating financial information in the SEC’s rules and regulations)notes to the audited or unaudited financial statements required by Rule 3-09, such other reports on Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K, Form 10-Q or Form 8-K (or any successor or comparable form)forms) or related rules under Regulation S-K; provided that for the avoidance of doubt if the Reporting Entity is not the Company, and
(iv) any other information, documents and other reports which the Issuer would such Reporting Entity will continue to be required to file with deliver the SEC if it were subject to Section 13 or 15(dinformation described in clause (2) of Section 4.12(b) in either the Exchange Act; provided, however, that the Issuer shall not be so obligated “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section or other such non-financial statement section of such report or as otherwise permitted pursuant to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes in addition to providing such information to the Trustee and the holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(dclause (b) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statementbelow.
(b) In the event that:
The financial statements, information and other documents required to be provided as described in this Section 4.12 may be those of (i) the rules and regulations of the SEC permit the Issuer and any direct Company or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that Company (any such entity described in this Section 4.02 for clause (i) or (ii), a “Reporting Entity”), so long as in the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to case of clause (ii) either (1) such direct or indirect parent; provided that such parent of the Company shall not conduct, transact or otherwise engage, or commit to conduct, transact or otherwise engage, in any business or operations other than its direct or indirect ownership of all of its equity interests in, and its management of, the Company or (2) if otherwise, the financial information is so delivered shall be accompanied by consolidating information (which may be included in a separate supplement that explains in reasonable detail is not filed with the SEC so long as such supplement is made publicly available on the Company or the REIT’s website) a reasonably detailed description of the quantitative differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiariesparent, on the one hand, and the information relating to the Issuer, the Note Guarantors Company and the other its Subsidiaries of the Issuer on a stand-alone standalone basis, on the other hand, with such reasonably detailed description, including: (x) condensed consolidating financial information for the REIT, on an unconsolidated basis, the Operating Partnership, on an unconsolidated basis, the New Bank Claim Borrower and its Subsidiaries on a consolidated basis, the Company and its Subsidiaries on a consolidated basis, intercompany eliminations and consolidation entries and the REIT and its subsidiaries on a consolidated basis, (y) the portfolio level financial information by property category (including by malls, other and total) as contained on slide 31 of Exhibit 99.2 (Presentation to the Ad Hoc Group dated July 2020) to the Current Report on Form 8-K filed by the REIT and the Operating Partnership with the SEC on August 19, 2020 and (z) the occupancy rate and sales per square foot operating statistics by the same property categories used in the preceding clause (y); provided that in case of clause (x), no such information shall be required to be provided for 4810-9980-1327 v49 -77- any periods ending prior to the Issue Date and in the case of clauses (y) and (z), such information shall be provided initially for the years ended January 1, 2019, 2020 and 2021 (in each case, to the extent available) and thereafter for the same interim financial statement periods and annual financial statement periods included in the applicable quarterly or annual report required to be provided pursuant to Section 4.12(a).
(c) In addition, the Issuer The Company will make such information available electronically to prospective investors upon request. In addition, the Issuer has agreed thatThe Company shall, for so long as any Notes Securities remain outstanding during any period when it is not or any Reporting Entity is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(d) Notwithstanding the foregoing, the Issuer Company will be deemed to have furnished delivered such reports and information referred to above in this Section 4.12 to the Trustee Holders, prospective investors, market makers, securities analysts and the holders Trustee for all purposes of this Indenture if the Issuer Company or another Reporting Entity has filed such reports with the SEC via the ▇▇▇▇▇ filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.02 4.12 shall be deemed satisfied prior and the Company will be deemed to have delivered such reports and information referred to in this Section 4.12 to the commencement Trustee, Holders, prospective investors, market makers and securities analysts for all purposes of the exchange offer contemplated this Indenture by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports and information that would be required to be provided on the Company’s website (or that of any of the Company’s parent companies, including the Reporting Entity). Notwithstanding the foregoing, the Trustee shall have no obligation to monitor or confirm, on a continuing basis or otherwise, whether the Company posts such reports, information and documents on the Company’s website (or that of any of the Company’s parent companies, including the Reporting Entity) or the SEC’s ▇▇▇▇▇ service, or collect any such information from the Company’s (or any of the Company’s parent companies’) website or the SEC’s ▇▇▇▇▇ service. The Trustee shall have no liability or responsibility for the content, filing or timeliness of any report delivered or filed under or in connection with this Indenture or the transactions contemplated thereunder.
(e) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.12 is for informational purposes only, and the holders Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s, any Subsidiary Guarantors’ or any other Person’s compliance with any of its covenants under this Indenture or the Securities (as to which the Trustee is entitled to rely exclusively on the IssuerOfficer’s websiteCertificates). The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provision of this Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein.
Appears in 1 contract
Sources: Indenture
Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall be required to file with the SEC (and SEC, or provide the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC),Holders with:
(i1) within 90 days (or the successor time period specified then in effect under the SEC’s rules and regulations Exchange Act for a non-accelerated filersfiler plus any grace period provided by Rule 12b-25 under the Exchange Act) after the end of each fiscal year, annual reports of the Issuer on Form 10-K (K, or any successor or comparable form;
(2) containing the information required to be contained therein within 45 days (or required the successor time period then in such successor or comparable form)effect under the Exchange Act for a non-accelerated filer plus any grace period provided by Rule 12b-25 under the Exchange Act) after the end of each of the first three fiscal quarters of each fiscal year, except that such report quarterly reports of the Issuer on Form 10-Q, or any successor or comparable form (with the first such report filed or provided for the fiscal quarter ending September 30, 2018); and
(3) within the time periods specified for filing Current Reports on Form 8-K (after the occurrence of each event that would have been required to be reported in a Current Report on Form 8-K under the Exchange Act if the Issuer had been a reporting company under the Exchange Act, current reports on Form 8-K, or any successor or comparable form) will not ; provided that no such Current Reports shall be required until to be filed or provided that are not material to the earlier interests of Holders in their capacities as such (xas determined in good faith by the Issuer) or the 105th day following business, assets, operations, financial positions or prospects of the end Issuer and the Restricted Subsidiaries, taken as a whole. Notwithstanding the foregoing, (A) none of such fiscal year the foregoing reports shall be required to (i) contain the separate financial information for Guarantors and non-guarantor subsidiaries contemplated by Rule 3-10 or (y) 3-16 of Regulation S-X promulgated by the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement SEC or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports on present any information required by Item 9A of Form 10-Q K, Items 307 or 308 of Regulation S-K (or, in each case, any successor item or provision in respect thereof) or any successor other rule or comparable formregulation implementing Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or by Item 402 of Regulation S-K and (B) containing if any direct or indirect parent company of the Issuer is a Guarantor of the Notes, the reports, information and other documents required to be filed and provided as described above may be those of a parent Issuer, rather than those of the Issuer, so long as such filings would otherwise satisfy in all material respects the requirements of clauses (1), (2) or (3) above; provided that if such parent company holds material assets (other than cash, Cash Equivalents and the Capital Stock of the Issuer and Restricted Subsidiaries) such annual and quarterly reports shall include a reasonable explanation of the material differences between the assets, liabilities and results of operations of such parent company and its consolidated Subsidiaries on the one hand, and the Issuer and the Restricted Subsidiaries on the other hand. Delivery of such reports to the trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (or required in such successor or comparable formas to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
(b) Notwithstanding anything herein to the contrary, except that in (A) the case Issuer shall not be deemed to have failed to comply with any of its obligations described under this Section 4.03 for purposes of Section 6.01(a)(3) until 60 days after the quarters ending in fiscal year 2010 or 2011, date any such report on Form 10-Q is due hereunder and (or any successor or comparable formB) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer shall not be so obligated to file such reports with the SEC (i) if the SEC does not permit such filingfiling and (ii) subject to clause (A) of this sentence, in which event the Issuer will make makes available such the applicable information to prospective purchasers of Notes upon request, in addition to providing such information to the Trustee and the holdersTrustee, in each case case, within 15 days after the time applicable date the Issuer would be required to file such information with pursuant to the SEC if it were subject to Section 13 or 15(d) first paragraph of this section. To the Exchange Act, subject, in the case of extent any such informationinformation is not so filed or furnished, certificates as applicable, within the time periods specified above and such information is subsequently filed or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statementfurnished, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoingas applicable, the Issuer shall not be required deemed to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer have satisfied its obligations with respect thereto at such time and any direct Default or indirect parent Event of Default (unless the Issuer to report Notes have been accelerated at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(iitime) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect thereto shall be deemed to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other handhave been cured.
(c) In additionIf the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary, then the annual and quarterly information required by Section 4.03(a) shall include information (which need not be audited or reviewed by the Issuer’s auditors) regarding such Unrestricted Subsidiaries substantially comparable to the financial information of the Unrestricted Subsidiaries presented in the Offering Memorandum in the penultimate paragraph under “Summary - Our Company”; provided that no such information shall be required if such financial information is not material compared to the applicable financial information of the Issuer and its Subsidiaries on a consolidated basis or if such Unrestricted Subsidiaries are not material to the Issuer and its Subsidiaries on a consolidated basis.
(d) So long as the Notes are outstanding and the reports required to be delivered under this Section 4.03 are not filed with the SEC, the Issuer will make such information available shall maintain a website (that, at the option of the Issuer, may be password protected) to which Holders, prospective investors investors, broker-dealers and securities analysts are given access promptly upon request. In additionrequest and to which all the reports required by this Section 4.03 are posted.
(e) To the extent not satisfied by the reports referred to in Section 4.03(a), the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will shall furnish to the holders of the Notes and to Holders, prospective investors, broker-dealers and securities analysts, upon their request, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. Notwithstanding the foregoing.
(f) The Trustee shall have no obligation to determine whether or not such information, the Issuer will be deemed to have furnished such documents or reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of in this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated have been filed by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s website.
Appears in 1 contract
Sources: Indenture (Fortress Transportation & Infrastructure Investors LLC)
Reports and Other Information. (a) Notwithstanding that the Issuer Borrower may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer Borrower shall file with the SEC (and provide the Trustee Administrative Agent and holders Lenders with copies thereof, without cost to each holderLender, within 15 days after it files them with the SEC),
(i) within 90 days after the time end of each fiscal year (or such shorter period specified in as may be required by the SEC’s rules and regulations for non-accelerated filers), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within 45 days after the time end of each of the first three fiscal quarters of each fiscal year (or such shorter period specified in as may be required by the SEC’s rules and regulations for non-accelerated filers), reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in for filing current reports on Form 8-K by the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer Borrower would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer Borrower shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will Borrower shall make available such information to prospective purchasers of Notes in addition to providing such information to the Trustee Administrative Agent and the holders, in each case Lenders within 15 days after the time the Issuer Borrower would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s website.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Covalence Specialty Adhesives LLC)
Reports and Other Information. (a) Notwithstanding that the Issuer TCEH may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer TCEH shall file with the SEC (and provide make available to the Trustee and holders with copies thereofHolders of the Notes (without exhibits), without cost to each holderany Holder, within 15 days after it files them with the SEC)) from and after the Issue Date,
(i1) within the 90 days (or any other time period specified then in effect under the SEC’s rules and regulations for of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filersfiler) after the end of each fiscal year, annual reports on Form 10-K (K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form), except that such report on Form 10-K ;
(or any successor or comparable form2) will not be required until the earlier of (x) the 105th day following within 45 days after the end of such each of the first three fiscal year or (y) the 90th day following the end quarters of such each fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filersyear, reports on Form 10-Q (containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,;
(iii3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (K, or any successor or comparable form), ; and
(iv4) any other information, documents and other reports which the Issuer TCEH would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, in each case in a manner that complies in all material respects with the Issuer requirements specified in such form; provided that TCEH shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will TCEH shall make available such information to prospective purchasers of Notes Notes, in addition to providing such information to the Trustee and the holdersHolders of the Notes, in each case within 15 days after the time the Issuer TCEH would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, to the extent not satisfied by the foregoing, each of the Parent Guarantor and the Issuer has agreed thatshall, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Actare outstanding, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(b) In the event that any direct or indirect parent company of TCEH is or becomes a Guarantor of the Notes (including the Parent Guarantor), TCEH may satisfy its obligations under this Section 4.03 with respect to financial information relating to TCEH by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to TCEH and its Restricted Subsidiaries on a standalone basis, on the other hand. Notwithstanding anything herein to the foregoingcontrary, the Issuer will TCEH shall not be deemed to have furnished such reports referred failed to above comply with any of its obligations hereunder for purposes of Section 6.01(3) hereof until 60 days after the date any report is due pursuant to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s website4.03.
Appears in 1 contract
Sources: Indenture (Energy Future Intermediate Holding CO LLC)
Reports and Other Information. (a) Notwithstanding that So long as any Notes are outstanding, unless the Issuer may not be Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or is a “voluntary filer” and, in each case, otherwise report on an annual and quarterly basis on forms provided for complies with such annual and quarterly reporting pursuant to rules and regulations promulgated by the SECrequirements, the Issuer shall file with the SEC (and Company must provide without cost in electronic format to the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC),Holders:
(i) within 45 days of the end of any fiscal quarter (or, if later, any permitted extensions as provided for by the SEC from time period specified in to time) (other than any fiscal quarter end that coincides with the SEC’s rules and regulations for non-accelerated filersend of a fiscal year), all quarterly and, within 90 days of the end of any fiscal year, annual reports on Form 10-K financial statements (or any successor or comparable formincluding footnote disclosure) containing the information that would be required to be contained therein in a filing with the SEC on Forms 10-Q and 10-K, as applicable, if the Company were required to file these Forms, and 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 Company’s certified independent accountants; provided that in no event shall such financial statements or reports be required to comply with (w) Rule 3-10 of Regulation S-X promulgated by the SEC (or required in such successor other rule or comparable formregulation that amends, supplements or replaces such Rule 3-10, including for the avoidance of doubt, Rules 13-01 or 13-02 of Regulation S-X promulgated by the SEC), except that such report on Form 10-K (or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end Rule 3-09 of Regulation S-X (or such fiscal year other rule or regulation that amends, supplements or replaces such Rule 3-09), (y) Rule 3-16 of Regulation S-X (or such other rule or regulation that amends, supplements or replaces such Rule 3-16) or (z) any requirement to otherwise include any schedules or separate financial statements of any of the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement Company’s Subsidiaries, Affiliates or Shelf Registration Statement has been declared effective prior to such date,equity method investees; and
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports on Form 10-Q 15 Business Days (or any successor or comparable formsuch longer time if permitted under Form 8-K) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes in addition to providing such information to the Trustee and the holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of all current reports that would be required to be provided filed with the SEC on Form 8-K if the Company were required to file these reports to the Trustee extent such reports relate to the occurrence of any event which would require an 8-K to be filed (except to the extent the Company reasonably and in good faith determines that such an event is not material in any respect to the holders Holders of the Notes) pursuant to the following Items set forth in the instruction to Form 8-K: (i) Item 1.01 Entry into a Material Definitive Agreement; (ii) Item 1.02 Termination of a Material Definitive Agreement; (iii) Item 1.03 Bankruptcy or Receivership, (iv) Item 2.01 Completion of Acquisition or Disposition, (v) Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement, (vi) Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, (vii) Item 2.05 Costs Associated with Exit or Disposal Activities, (viii) Item 2.06 Material Impairment, (ix) Item 4.01 Change in Certifying Accountant, (x) Item 4.02 Non-Reliance on the Issuer’s website.Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, (xi) Item 5.01 Change in Control, (xii) Item 5.02 (a), (b), (c)(1) and (d)(1)-(3)
Appears in 1 contract
Sources: Indenture (PBF Energy Co LLC)
Reports and Other Information. (a) Notwithstanding that If, at any time, the Issuer may not be Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by Act, the Company will file with the SEC, subject to the Issuer shall file with the SEC (following sentence, and provide the Trustee and (and, upon written request, the holders with copies thereofof the Notes, without cost to each holder, within 15 days after it files them with the SEC),
(i) within the time period specified in extent not publicly available on the SEC’s rules and regulations for non-accelerated filers, annual reports on Form 10-K ▇▇▇▇▇ system (or any successor system) or comparable formthe Company’s website) containing the information required to be contained therein (or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents annual and other reports which the Issuer would be required to file with the SEC if it were subject to Section as are specified in Sections 13 or and 15(d) of the Exchange Act; providedAct and applicable to a U.S. corporation subject to such Sections, however, that the Issuer shall not such reports to be so obligated to file filed and provided at the times specified for the filings by the Company of such reports with the SEC if the SEC does not permit under such filingSections and containing, in which event all material respects, the Issuer information and audit reports required for such reports. If, at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will make available such information to prospective purchasers of Notes in addition to providing such information to provide the Trustee and make available to the holdersholders of the Notes, prospective investors, market makers affiliated with any Initial Purchaser and securities analysts the reports specified in the preceding sentence by posting such reports to its website or on IntraLinks or any comparable password protected online data system, in each case case, within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were a non accelerated filer subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, (1) none of the Issuer shall not foregoing reports (A) will be required to furnish any informationcomply with Section 302, certificates Section 404 or reports required by Section 906 of the Sarbanes Oxley Act of 2002, or related Items 307 or and 308 of Regulation S-K prior promulgated by the SEC, (B) will be required to the effectiveness comply with Regulation G or Item 10(e) of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of Regulation S-K promulgated by the SEC permit (with respect to any non GAAP financial measures contained therein), (C) will be required to contain the Issuer separate financial information for Guarantors and non-Guarantor subsidiaries contemplated by Rule 3 10 of Regulation S-X promulgated by the SEC, (D) will be required to present compensation or beneficial ownership information and (E) will be required to contain information required by Item 601 of Regulation S-K and (2) if any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or Company becomes a Note Guarantor guarantor of the Notes, consolidating reporting at the parent entityreports, information and other documents required to be filed and provided as described above may be those of the parent, rather than those of the Company, so long as such filings would satisfy the SEC’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parentrequirements; provided that such financial information is accompanied by consolidating information that explains in reports include a reasonable detail explanation of the material differences between the information relating to assets, liabilities and results of operations of such direct or indirect parent and any of its consolidated Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors Company and the other its Restricted Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(cb) In addition, at any time when the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange ActCompany will agree that, for so long as any Notes remain outstanding, it will furnish to the holders of the Notes and to prospective investors, upon their written request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing.
(c) Delivery of reports, the Issuer will be deemed to have furnished such reports referred to above information and documents to the Trustee under this Indenture is for informational purposes only and the holders if information and such Trustee’s receipt of the Issuer has filed foregoing shall not constitute constructive notice of any information contained therein, or determinable from information contained therein including our compliance with any of its covenants thereunder (as to which such trustee is entitled to rely exclusively on an Officer’s Certificate).
(d) Any subsequent restatement of financial statements shall have no retroactive effect for purposes of calculations previously made pursuant to the covenants contained in this Indenture.
(e) The Company shall:
(1) at any time after the Company releases its earnings for any annual or quarterly period, but in no event later than 10 Business Days after furnishing to the Trustee (or filing with the SEC) the annual and quarterly reports required by clause (a) above, hold a conference call to discuss such reports and the results of operations for the relevant reporting period (which conference call may, at the option of the Company, be the same conference call that the Company’s shareholders and/or equity research analysts are invited to); and
(2) issue a press release to an internationally recognized wire service no fewer than three Business Days prior to the date of the conference call required to be held in accordance with this paragraph, announcing the SEC via time and date of such conference call and either including all information necessary to access the ▇▇▇▇▇ filing system call or directing noteholders, prospective investors, broker-dealers and securities analysts to contact the appropriate person at the Company to obtain such information.
(f) The Trustee shall have no obligation to determine if and when the Company’s financial statements or reports are publicly availableavailable to Holders and accessible electronically. In additionDelivery of reports, information and documents to the requirements Trustee under this Indenture is for informational purposes only and the information and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein, or determinable from information contained therein, including the Company’s compliance with any of the Company’s covenants set forth herein (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
(g) The subsequent filing or making available of any materials or conference call required by this Section 4.02 covenant shall be deemed satisfied prior automatically to cure any Event of Default resulting from the commencement of failure to file or make available such materials or conference call within the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s websitetimeframe.
Appears in 1 contract
Sources: Indenture (Winnebago Industries Inc)
Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (and provide the Trustee and holders Holders with copies thereof, without cost to each holderHolder, within 15 days after it files them with the SEC),
(ia) within 90 days after the time end of each fiscal year (or such longer period specified in as may be permitted by the SEC’s rules and regulations for SEC if the Issuer were then subject to such SEC reporting requirements as a non-accelerated filersfiler), the information included in annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that such report on Form 10-K ,
(or any successor or comparable formb) will not be required until the earlier of (x) the 105th day following within 45 days after the end of such each of the first three fiscal quarters of each fiscal year (or (y) such longer period as may be permitted by the 90th day following the end of such fiscal year SEC if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior Issuer were then subject to such date,
(ii) within the time period specified in the SEC’s rules and regulations for SEC reporting requirements as a non-accelerated filersfiler), the information included in quarterly reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,and
(iiic) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in for filing current reports on Form 8-K by the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer shall not be so obligated to file such reports with the SEC if prior to the date that it files a registration statement with the SEC, or in the event that the SEC does not permit such filing, in which event the Issuer will make available shall put such information to prospective purchasers of Notes on its website, in addition to providing such information to the Trustee and the holdersHolders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, subjectfurther, in that until such time as the case of any such information, certificates Issuer is subject to Section 13 or reports provided prior to the effectiveness 15(d) of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer Act: (x) such reports shall not be required to furnish contain any informationexhibit, certificates or reports required comply with (i) Item 10(e) of Regulation S-K promulgated by the SEC or (ii) Section 302 or Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or related Items 307 or and 308 of Regulation S-K prior promulgated by the SEC; and (y) such reports shall not be required to contain the effectiveness separate financial statements contemplated by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X promulgated by the Exchange Offer Registration Statement or Shelf Registration Statement.
SEC. In addition, annual and quarterly reports provided pursuant to clauses (a) and (b) In the event that:
above shall include in footnote form, condensed consolidating financial information together with separate columns for: (i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
; (ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the on a combined basis; (iii) any other Subsidiaries of the Issuer on a stand-alone combined basis, on ; (iv) consolidating adjustments; and (v) the other hand.
(c) total consolidated amounts. In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes Securities remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders Holders of the Notes Securities and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders Holders of the Securities if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly availableavailable provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filings have been made. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes Securities or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and if such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in clauses (a), (b) and (c) of this Section 4.02(a) and/or (2) 4.02. The Issuer will also hold quarterly conference calls for the posting Holders of reports the Securities to discuss financial information for the previous quarter; provided that would the Issuer will not be required to hold any such conference call if the Issuer has determined, based on the advice of its counsel, that the holding of such conference call is not in the best interest of the Issuer and presents a material risk to the Issuer with respect to its filings with the SEC or the timing of any potential securities offering. In the event that any direct or indirect parent of the Issuer is or becomes a Note Guarantor, the Indenture will permit the Issuer to satisfy its obligations in this covenant with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent. Notwithstanding anything herein to the contrary, the Issuer will not be provided deemed to have failed to comply with any of its obligations hereunder for purposes of Section 6.01(e) until 120 days after the date any report hereunder is due. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the holders on Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s websitecompliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7) on Officer’s Certificates).
Appears in 1 contract
Sources: Indenture (ResCare Finance, Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuer TCEH may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer TCEH shall file with the SEC (and provide make available to the Trustee and holders with copies thereofHolders of the Notes (without exhibits), without cost to each holderany Holder, within 15 days after it files them with the SEC)) from and after the Issue Date,
(i1) within the 90 days (or any other time period specified then in effect under the SEC’s rules and regulations for of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filersfiler) after the end of each fiscal year, annual reports on Form 10-K (K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form), except that such report on Form 10-K ;
(or any successor or comparable form2) will not be required until the earlier of (x) the 105th day following within 45 days after the end of such each of the first three fiscal year or (y) the 90th day following the end quarters of such each fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filersyear, reports on Form 10-Q (containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,;
(iii3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (K, or any successor or comparable form), ; and
(iv4) any other information, documents and other reports which the Issuer TCEH would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, in each case in a manner that complies in all material respects with the Issuer requirements specified in such form; provided that TCEH shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer TCEH will make available such information to prospective purchasers of Notes Notes, in addition to providing such information to the Trustee and the holdersHolders of the Notes, in each case within 15 days after the time the Issuer TCEH would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, to the extent not satisfied by the foregoing, each of the Parent Guarantor and the Issuer has agreed thatshall, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Actare outstanding, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(b) In the event that any direct or indirect parent company of TCEH is or becomes a Guarantor of the Notes (including the Parent Guarantor), TCEH may satisfy its obligations under this Section 4.03 with respect to financial information relating to TCEH by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to TCEH and its Restricted Subsidiaries on a standalone basis, on the other hand.
(c) Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes Exchange Offer or the effectiveness of the Shelf Registration Statement by described in the Registration Rights Agreement (1) by the filing with the SEC of the Exchange Offer Registration Statement and/or or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement(or any other similar registration statement), and any amendments thereto, and with such registration statement and/or amendments thereto are financial information that satisfies Regulation S-X, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum, to the extent filed at within the times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or specified above, or (2) the by posting of reports that would be required to be provided to filed substantially in the Trustee and form required by the holders SEC on the Issuer’s websitewebsite (or that of any of its parent companies) or providing such reports to the Trustee within 15 days after the time TCEH would be required to file such information with the SEC if it were a non-accelerated filer subject to Section 13 or 15(d) of the Exchange Act, containing the financial information (including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section) that would be required to be included in such reports, subject to exceptions consistent with the presentation of financial and other information in the Offering Memorandum, to the extent filed within the times specified above. Notwithstanding anything herein to the contrary, TCEH shall not be deemed to have failed to comply with any of its obligations hereunder for purposes of Section 6.01(3) hereof until 60 days after the date any report is due pursuant to this Section 4.03.
Appears in 1 contract
Sources: Indenture (Texas Competitive Electric Holdings CO LLC)
Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (and provide the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC),dates set forth below:
(i1) within 90 days after the time period specified end of each fiscal year (120 days for the fiscal year ending December 31, 2010 but only in the SEC’s rules and regulations event that BKC changes its fiscal year end to December 31 for non-accelerated filerssuch fiscal year), all financial information that would be required to be contained in an annual reports report on Form 10-K (K, or any successor or comparable form, filed with the SEC, including a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements by the Issuer’s independent registered public accounting firm;
(2) containing within 45 days after the end of each of the first three fiscal quarters of each fiscal year (75 days for the fiscal quarters ending September 30, 2010 and December 31, 2010), all financial information that would be required to be contained therein (or required in such successor or comparable form), except that such a quarterly report on Form 10-K (Q, or any successor or comparable form) will not be required until , filed with the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,SEC;
(ii3) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, all current reports on Form 10-Q (or any successor or comparable form) containing the information that would be required to be contained therein (or required in such successor or comparable form), except that in filed with the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports SEC on Form 8-K (or any successor or comparable form), if the Issuer were required to file such reports; and
(iv4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; providedin each case, howeverin a manner that complies in all material respects with the requirements specified in such form. Notwithstanding the foregoing, that the Issuer shall not be so obligated to file such reports with the SEC (i) if the SEC does not permit such filingfiling or (ii) prior to the consummation of an exchange offer or the effectiveness of a shelf registration statement as required by the Registration Rights Agreement, in which event so long as if clause (i) or (ii) is applicable the Issuer will make makes available such information to prospective purchasers of Notes the Notes, in addition to providing such information to the Trustee and the holdersHolders, in each case within 15 days after case, at the time Issuer’s expense and by the applicable date the Issuer would be required to file such information pursuant to the immediately preceding sentence. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the SEC if it were subject to Section 13 or 15(d) rights of the Exchange ActHolders under Article VI if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal, subjectpremium, in if any, interest and any other monetary obligations on all the case of any then outstanding Notes to be due and payable immediately and such information, certificates declaration shall not have been rescinded or reports provided cancelled prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statementsuch cure. In addition, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding extent not satisfied by the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed thatshall, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Actare outstanding, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Issuer shall deliver the financial statements and information of the type required to be delivered pursuant to Section 3.11(a)(2) with respect to the fiscal quarter ended September 30, 2010, which, notwithstanding the foregoing, shall not be required to give pro forma effect to the Transactions, shall not be required to contain financial statement footnote disclosure and shall not be required to contain consolidating financial data with respect to the Subsidiary Guarantor and Non-Guarantor Subsidiaries of the type contemplated by Rule 3-10 of Regulation S-X promulgated under the Securities Act or otherwise.
(b) Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to the immediately preceding paragraph, the Issuer shall also post copies of such information required by the immediately preceding paragraph on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access shall be given to Holders, prospective investors in the Notes (which prospective investors shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act or non-U.S. persons (as defined in Regulation S under the Securities Act) that certify their status as such to the reasonable satisfaction of the Issuer), and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. The Issuer shall hold quarterly conference calls that are publicly accessible after the Issuer’s financial statements for the prior fiscal period have been made available, provided that such conference calls shall be held no later than 5 Business Days after the date that such financial statements are required to be made available. No fewer than three Business Days prior to the date of the conference call required to be held in accordance with the preceding sentence the Issuer shall issue a press release to the appropriate U.S. wire services announcing the time and the date of such conference call and directing the beneficial owners of, and prospective investors in, the Notes and securities analysts to contact an individual at the Issuer (for whom contact information shall be provided in such press release) to obtain information on how to access such conference call.
(c) The Issuer shall be deemed to have satisfied the requirements of this section if Holdings files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Issuer is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by Holdings; provided that such financial statements are accompanied by consolidating financial information for Holdings, the Issuer, the Subsidiary Guarantors and the Non-Guarantor Subsidiaries in the manner prescribed by the SEC to the extent such financial information would be required by the SEC.
(d) In the event that any direct or indirect parent company of the Issuer becomes a guarantor of the Notes, the Indenture shall permit the Issuer to satisfy its obligations in this covenant with respect to financial information relating to the Issuer by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand.
(e) Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by offering of the Registration Rights Agreement relating to the Notes Exchange Securities or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of any registration statement relating to the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with exchange offer pursuant to the provisions of such Registration Rights AgreementAgreement or other filing, and any amendments thereto, and with such registration statement and/or amendments thereto are filed at times financial information that otherwise satisfy satisfies Regulation S-X of the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s websiteSecurities Act.
Appears in 1 contract
Sources: Indenture (Burger King Holdings Inc)
Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (and or provide the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC),Holders with:
(i1) within 90 days (or the successor time period specified then in effect under the SEC’s rules and regulations Exchange Act for a non-accelerated filersfiler plus any grace period provided by Rule 12b-25 under the Exchange Act) after the end of each fiscal year, annual reports of the Issuer on Form 10-K (K, or any successor or comparable form;
(2) containing the information required to be contained therein within 45 days (or required the successor time period then in such successor or comparable form)effect under the Exchange Act for a non-accelerated filer plus any grace period provided by Rule 12b-25 under the Exchange Act) after the end of each of the first three fiscal quarters of each fiscal year, except that such report quarterly reports of the Issuer on Form 10-K (Q, or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,; and
(ii3) within the time period periods specified in the SEC’s rules and regulations for non-accelerated filers, reports filing Current Reports on Form 108-Q (K after the occurrence of each event that would have been required to be reported in a Current Report on Form 8-K under the Exchange Act if the Issuer were a reporting company under the Exchange Act, Current Reports on Form 8-K, or any successor or comparable form) containing the information required to be contained therein (or required in ; provided that no such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports Current Reports on Form 8-K will be required to be filed or provided that are not material to the interests of Holders in their capacities as such (as determined in good faith by the Issuer) or the business, assets, operations, financial positions or prospects of the Issuer and the Restricted Subsidiaries, taken as a whole.
(b) Notwithstanding the foregoing, (A) none of the foregoing reports will be required to (i) contain the separate financial information for Guarantors and non-Guarantor Subsidiaries contemplated by Rule 3-10, 3-16, 13-01 or 13-02 of Regulation S-X promulgated by the SEC or (ii) present any information required by Rule 3-05 or Rule 4-08 of Regulation S-X promulgated by the SEC or contain any financial statements of unconsolidated Subsidiaries or 50.0% or less owned Persons under Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, (iii) present any information required by Item 9A of Form 10-K, Items 307 or 308 of Regulation S-K (or, in each case, any successor item or comparable form)provision in respect thereof) or any other rule or regulation implementing Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and
or by Item 402 of Regulation S-K or (iv) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any other informationnon-GAAP financial measures contained therein and (B) if any direct or indirect parent company of the Issuer is a Guarantor of the Notes, documents the reports, information and other reports which documents required to be filed and provided as described above may be those of a parent company, rather than those of the Issuer, so long as such filings would otherwise satisfy in all material respects the requirements of clauses (1), (2) or (3) above; provided that if such parent company holds material assets (other than cash, Cash Equivalents and the Capital Stock of the Issuer and Restricted Subsidiaries) such annual and quarterly reports shall include a reasonable explanation of the material differences between the assets, liabilities and results of operations of such parent company and its consolidated Subsidiaries on the one hand, and the Issuer and the Restricted Subsidiaries on the other hand.
(c) At any time that any of the Issuer’s Subsidiaries are Unrestricted Subsidiaries and if any such Unrestricted Subsidiary or if all Unrestricted Subsidiaries, if taken together as one Subsidiary, would be required to constitute a Significant Subsidiary of the Issuer, then, no later than 15 days following the respective deadlines set forth in clause (1) and (2) of Section 4.03(a), the Issuer will file with the SEC if it were subject to Section 13 or 15(dprovide the Trustee and the Holders (which may include posting on the Issuer’s website) a reasonably detailed presentation (which need not be audited or reviewed by the Issuer’s auditors) of the Exchange financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer, comparable to the financial information of the Unrestricted Subsidiaries presented in the penultimate paragraph of the “Description of Notes—Certain Covenants—Limitation on Restricted Payments” section of the Offering Memorandum. So long as the Notes are outstanding and the reports required to be delivered under Section 4.03(a) are not filed with the SEC, the Issuer will maintain a website (that, at the option of the Issuer, may be password protected) to which Holders, prospective investors, broker-dealers and securities analysts are given access promptly upon request and to which all the reports required by Section 4.03(a) are posted.
(d) In addition, to the extent not satisfied by the reports referred to in Section 4.03(a), the Issuer shall furnish to the Holders, prospective investors, broker-dealers and securities analysts, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act; provided.
(e) Notwithstanding anything herein to the contrary, however, that the Issuer shall not be so obligated to file such reports with the SEC (i) if the SEC does not permit such filing, in which event filing and (ii) the Issuer will make makes available such the applicable information to prospective purchasers of Notes upon request, in addition to providing such information to the Trustee and the holdersTrustee, in each case case, within 15 days after the time applicable date the Issuer would be required to file such information with the SEC if it were subject pursuant to Section 13 or 15(d) of 4.03(a). To the Exchange Act, subject, in the case of extent any such informationinformation is not so filed or furnished, certificates or reports provided prior to as applicable, within the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis time periods specified above and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct subsequently filed or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiariesfurnished, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoingapplicable, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Default or Event of Default with respect thereto shall be deemed to have been cured.
(f) The Issuer will be deemed to have furnished such reports the financial statements and other information referred to above to the Trustee and the holders in Section 4.03(a) if the Issuer or any parent company has filed reports containing such reports with the SEC via the ▇▇▇▇▇ filing system and information (or any such reports are publicly available. In addition, the requirements information of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement a parent company in accordance with Section 4.03(b)) with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s websiteSEC.
Appears in 1 contract
Sources: Indenture (New Fortress Energy Inc.)
Reports and Other Information. (a) Notwithstanding that RGHL or the Issuer Issuers may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, RGHL (and the Issuer shall Issuers) will file with the SEC (and provide the Trustee and holders of the Senior Notes with copies thereof, without cost to each holder, within 15 days after it files them with the SEC),):
(i) within the time period specified in the SEC’s rules and regulations for non-accelerated filersregulations, annual reports on Form 1020-K F (or any successor or comparable form applicable to RGHL or the Issuers within the time period for non-accelerated filers to the extent such term is applicable to such form) containing the information required to be contained therein (or required in such successor or comparable form); provided, except that such report on Form 10-K (or any successor or comparable form) will not be required until however, that, prior to the earlier filing of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Senior Notes Exchange Offer Registration Statement or the Senior Notes Shelf Registration Statement has been declared effective prior Statement, as the case may be, such report shall not be required to contain any certification required by any such date,form or by law;
(ii) within 60 days after the time period specified in end of each fiscal quarter, other than the SEC’s rules and regulations for non-accelerated filersfourth fiscal quarter of any year, reports on Form 10-Q (or any successor or comparable form) containing the information that would be required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such by a report on Form 10-Q (or any successor or comparable formform applicable to RGHL or the Issuers) (which information, if RGHL and the Issuers are not required to file reports on Form 10-Q, will not be required until filed on Form 6-K (or any successor or comparable form applicable to RGHL or the earlier Issuers)); provided, however, that prior to the filing of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Senior Notes Exchange Offer Registration Statement or the Senior Notes Shelf Registration Statement has been declared effective prior Statement, as the case may be, such report shall not be required to contain any certification required by any such date,form or by law; and
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable formform applicable to RGHL or the Issuers), and
(iv) any other information, documents and other reports which the Issuer information that would be required by a Form 8-K (or any successor or comparable form applicable to RGHL or the Issuers) (which information, if RGHL and the Issuers are not required to file with reports on Form 8-K will be filed on Form 6-K (or any successor or comparable form applicable to RGHL or the SEC if it were subject to Section 13 or 15(d) of the Exchange ActIssuers)); provided, however, that RGHL (and the Issuer Issuers) shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event RGHL (or the Issuer Issuers) will post the reports specified in the first sentence of this paragraph on its website within the time periods that would apply if RGHL were required to file those reports with the SEC. In addition, RGHL will make available such information to prospective purchasers of Notes Senior Notes, in addition to providing such information to the Trustee and the holdersholders of the Senior Notes, in each case within 15 days after the time the Issuer RGHL would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing, subjectRGHL and the Issuers may satisfy the foregoing reporting requirements (i) prior to the filing with the SEC of the Senior Notes Exchange Offer Registration Statement, in or if the case Senior Notes Exchange Offer Registration Statement is not filed within the applicable time limits pursuant to the Senior Notes Registration Rights Agreement, the Senior Notes Shelf Registration Statement, by providing the Trustee and the noteholders with (x) substantially the same information as would be required to be filed with the SEC by RGHL and the Issuers on Form 20-F (or any successor or comparable form applicable to RGHL or the Issuers) if they were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within 90 days after the end of the applicable fiscal year and (y) substantially the same information as would be required to be filed with the SEC by RGHL and the Issuers on Form 10-Q (or any such informationsuccessor or comparable form applicable to RGHL or the Issuers) if they were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within 60 days after the end of the applicable fiscal quarter and (ii) after filing with the SEC the Senior Notes Exchange Offer Registration Statement, certificates or reports provided if the Senior Notes Exchange Offer Registration Statement is not filed within the applicable time limits pursuant to the Senior Notes Registration Rights Agreement, the Senior Notes Shelf Registration Statement, but prior to the effectiveness of the Senior Notes Exchange Offer Registration Statement or Senior Notes Shelf Registration Statement, by publicly filing with the SEC the Senior Notes Exchange Offer Registration Statement or Senior Notes Shelf Registration Statement, to exceptions consistent with the presentation of financial extent any such registration statement contains substantially the same information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not as would be required to furnish any information, certificates or reports required be filed by Items 307 or 308 of Regulation S-K prior RGHL and the Issuers if they were subject to the effectiveness reporting requirements of Section 13 or 15(d) of the Exchange Offer Registration Statement or Shelf Registration StatementAct, and by providing the Trustee and the noteholders with such registration statement (and amendments thereto) promptly following the filing with the SEC thereof.
(b) In Notwithstanding the event that:
(i) provisions of Section 4.02(a), the rules annual reports, information, documents and regulations other reports filed with the SEC will include all of the SEC permit information, with respect to the Issuer financial condition and any direct or indirect parent results of operations of BP I and BP II on a combined basis separate from the Issuer to report at such parent entity’s level financial condition and results of operations from RGHL on a consolidated basis basis, that RGHL, BP I and such parent entity is not engaged in any business in any material respect other than incidental to its ownershipBP II are required, directly or indirectly, as of the capital stock of Issue Date, to include in information, documents and other reports made available pursuant to the Issuer2009 Indenture (such information, or
(ii) the “Required Financial Information”). If, at any direct time after the Issue Date, RGHL’s, BP I’s or indirect parent of BP II’s obligations to provide the Issuer is or becomes a Note Guarantor of Required Financial Information shall cease to be in full force and effect, RGHL, BP I and BP II shall make available to the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, Trustee and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial noteholders information relating substantially equivalent to the Issuer by furnishing financial Required Financial Information as if their obligations to provide such information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains under the 2009 Indenture remained in reasonable detail the differences between the information relating to such direct or indirect parent full force and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other handeffect.
(c) In additionNotwithstanding the provisions of Sections 4.02(a) and (b), RGHL will be deemed to have furnished such reports referred to above to the Issuer will make Trustee and the holders of the Senior Notes if RGHL has filed such information available to prospective investors upon request. In addition, reports with the Issuer has agreed that, for so SEC via the ▇▇▇▇▇ filing system and such reports are publicly available.
(d) So long as any of the Senior Notes remain outstanding and during any period when it is during which BP I or the Issuers are not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g312g 3-2(b) of the Exchange Act, it each Issuer will furnish make available to the holders of the Senior Notes and to prospective investors, upon their request, the information required to be delivered pursuant to by Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s website.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that the Issuer Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer Company shall file with the SEC (and provide make available to the Trustee and holders with copies thereofHolders of the Notes (without exhibits), without cost to each holderany Holder, within 15 days after it the Company files (or is otherwise required to file) them with the SEC)) from and after the Issue Date,
(i1) within the 90 days (or any other time period specified then in effect under the SEC’s rules and regulations for of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filersfiler) after the end of each fiscal year, annual reports on Form 10-K (K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form), except that such report on Form 10-K ;
(or any successor or comparable form2) will not be required until the earlier of (x) the 105th day following within 45 days after the end of such each of the first three fiscal year or (y) the 90th day following the end quarters of such each fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filersyear, reports on Form 10-Q (containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,; and
(iii3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (K, or any successor or comparable form), and
(iv) any other informationin each case, documents and other reports which the Issuer would be required to file in a manner that complies in all material respects with the SEC if it were subject to Section 13 or 15(d) of the Exchange Actrequirements specified in such form; provided, however, provided that the Issuer Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will Company shall make available such information to prospective purchasers of Notes Notes, in addition to providing such information to the Trustee and the holdersHolders of the Notes, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, to the Issuer has agreed thatextent not satisfied by the foregoing, for so long as any the Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of are outstanding, the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will Company shall furnish to the holders of the Notes Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(b) Notwithstanding the foregoing, the Issuer Company may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Company by furnishing financial information relating to the Parent Guarantor; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand.
(c) The Company will be deemed to have furnished such the reports referred to above to the Trustee and the holders required under this Section 4.03 if the Issuer Parent Guarantor has filed such reports with the SEC via the ▇▇▇▇▇ (or successor) filing system and such reports are publicly available. In addition.
(d) Notwithstanding anything herein to the contrary, the requirements Company will not be deemed to have failed to comply with any of its agreements hereunder for purposes of clause (3) under Section 6.01 until 120 days after the date any report hereunder is required to be filed with the SEC pursuant to this Section 4.02 4.03.
(e) Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on an Officers’ Certificate).
(f) To the extent any information is not provided within the time periods specified in this Section 4.03 and such information is subsequently provided, the Company will be deemed to have satisfied its delivery obligations with respect to its delay in delivery at such time and any Default with respect thereto shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s websitehave been cured.
Appears in 1 contract
Sources: Indenture (Aramark)
Reports and Other Information. (a) Notwithstanding that the Issuer EFIH may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer EFIH shall file with the SEC (and provide make available to the Trustee and holders with copies thereofHolders of the Notes (without exhibits), without cost to each holderany Holder, within 15 days after it files them with the SEC)) from and after the Issue Date,
(i1) within the 90 days (or any other time period specified then in effect under the SEC’s rules and regulations for of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filersfiler) after the end of each fiscal year, annual reports on Form 10-K (K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form), except that such report on Form 10-K ;
(or any successor or comparable form2) will not be required until the earlier of (x) the 105th day following within 45 days after the end of such each of the first three fiscal year or (y) the 90th day following the end quarters of such each fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filersyear, reports on Form 10-Q (containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,;
(iii3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (K, or any successor or comparable form), ; and
(iv4) any other information, documents and other reports which the Issuer EFIH would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, in each case in a manner that complies in all material respects with the Issuer requirements specified in such form; provided that EFIH shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will EFIH shall make available such information to prospective purchasers of Notes Notes, in addition to providing such information to the Trustee and the holdersHolders of the Notes, in each case within 15 days after the time the Issuer EFIH would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, to the Issuer has agreed thatextent not satisfied by the foregoing, EFIH shall, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Actare outstanding, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(b) In the event that any direct or indirect parent company of EFIH becomes a Guarantor of the Notes, EFIH may satisfy its obligations under this Section 4.03 with respect to financial information relating to EFIH by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to EFIH and its Restricted Subsidiaries on a standalone basis, on the other hand.
(c) Notwithstanding anything herein to the foregoingcontrary, the Issuer will EFIH shall not be deemed to have furnished such reports referred failed to above to the Trustee and the holders if the Issuer has filed such reports comply with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements any of its obligations set forth under this Section 4.02 shall be deemed satisfied prior 4.03 for purposes of clause (3) of Section 6.01(a) hereof until 60 days after the date any report is due pursuant to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in this Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s website4.03.
Appears in 1 contract
Sources: Indenture (Energy Future Intermediate Holding CO LLC)
Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (and or provide the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC),Holders with:
(i1) within 90 days (or the successor time period specified then in effect under the SEC’s rules and regulations Exchange Act for a non-accelerated filersfiler plus any grace period provided by Rule 12b-25 under the Exchange Act) after the end of each fiscal year, annual reports of the Issuer on Form 10-K (K, or any successor or comparable form; and
(2) containing the information required to be contained therein within 45 days (or required the successor time period then in such successor or comparable form)effect under the Exchange Act for a non-accelerated filer plus any grace period provided by Rule 12b-25 under the Exchange Act) after the end of each of the first three fiscal quarters of each fiscal year, except that such report quarterly reports of the Issuer on Form 10-K (Q, or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,; and
(ii3) within the time period periods specified in the SEC’s rules and regulations for non-accelerated filers, reports filing Current Reports on Form 108-Q (K after the occurrence of each event that would have been required to be reported in a Current Report on Form 8-K under the Exchange Act if the Issuer were a reporting company under the Exchange Act, Current Reports on Form 8-K, or any successor or comparable form) containing the information required to be contained therein (or required in ; provided that no such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports Current Reports on Form 8-K will be required to be filed or provided that are not material to the interests of Holders in their capacities as such (as determined in good faith by the Issuer) or the business, assets, operations, financial positions or prospects of the Issuer and the Restricted Subsidiaries, taken as a whole.
(b) Notwithstanding the foregoing, (A) none of the foregoing reports will be required to (i) contain the separate financial information for Guarantors and non-Guarantor Subsidiaries contemplated by Rule 3-10, 3-16, 13-01 or 13-02 of Regulation S-X promulgated by the SEC or (ii) present any information required by Rule 3-05 or Rule 4-08 of Regulation S-X promulgated by the SEC or contain any financial statements of unconsolidated Subsidiaries or 50.0% or less owned Persons under Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, (iii) present any information required by Item 9A of Form 10-K, Items 307 or 308 of Regulation S-K (or, in each case, any successor item or comparable form)provision in respect thereof) or any other rule or regulation implementing Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and
or by Item 402 of Regulation S-K or (iv) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any other informationnon-GAAP financial measures contained therein and (B) if any direct or indirect parent company of the Issuer is a Guarantor of the Notes, documents the reports, information and other reports which documents required to be filed and provided as described above may be those of a parent company, rather than those of the Issuer, so long as such filings would otherwise satisfy in all material respects the requirements of clauses (1), (2) or (3) above; provided that if such parent company holds material assets (other than cash, Cash Equivalents and the Capital Stock of the Issuer and Restricted Subsidiaries) such annual and quarterly reports shall include a reasonable explanation of the material differences between the assets, liabilities and results of operations of such parent company and its consolidated Subsidiaries on the one hand, and the Issuer and the Restricted Subsidiaries on the other hand.
(c) At any time that any of the Issuer’s Subsidiaries are Unrestricted Subsidiaries and if any such Unrestricted Subsidiary or if all Unrestricted Subsidiaries, if taken together as one Subsidiary, would be required to constitute a Significant Subsidiary of the Issuer, then, no later than 15 days following the respective deadlines set forth in clause (1) and (2) of Section 4.03(a), the Issuer will file with the SEC if it were subject to Section 13 or 15(dprovide the Trustee and the Holders (which may include posting on the Issuer’s website) a reasonably detailed presentation (which need not be audited or reviewed by the Issuer’s auditors) of the Exchange financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer, comparable to the financial information of the Unrestricted Subsidiaries presented in the penultimate paragraph of the “Description of Notes—Certain Covenants—Limitation on Restricted Payments” section of the Offering Memorandum. So long as the Notes are outstanding and the reports required to be delivered under Section 4.03(a) are not filed with the SEC, the Issuer will maintain a website (that, at the option of the Issuer, may be password protected) to which Holders, prospective investors, broker-dealers and securities analysts are given access promptly upon request and to which all the reports required by Section 4.03(a) are posted.
(d) In addition, to the extent not satisfied by the reports referred to in Section 4.03(a), the Issuer shall furnish to the Holders, prospective investors, broker-dealers and securities analysts, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act; provided.
(e) Notwithstanding anything herein to the contrary, however, that the Issuer shall not be so obligated to file such reports with the SEC (i) if the SEC does not permit such filing, in which event filing and (ii) the Issuer will make makes available such the applicable information to prospective purchasers of Notes upon request, in addition to providing such information to the Trustee and the holdersTrustee, in each case case, within 15 days after the time applicable date the Issuer would be required to file such information with the SEC if it were subject pursuant to Section 13 or 15(d) of 4.03(a). To the Exchange Act, subject, in the case of extent any such informationinformation is not so filed or furnished, certificates or reports provided prior to as applicable, within the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis time periods specified above and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct subsequently filed or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiariesfurnished, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoingapplicable, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Default or Event of Default with respect thereto shall be deemed to have been cured.
(f) The Issuer will be deemed to have furnished such reports the financial statements and other information referred to above to the Trustee and the holders in Section 4.03(a) if the Issuer or any parent company has filed reports containing such reports with the SEC via the ▇▇▇▇▇ filing system and information (or any such reports are publicly available. In addition, the requirements information of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement a parent company in accordance with Section 4.03(b)) with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s websiteSEC.
Appears in 1 contract
Sources: Indenture (New Fortress Energy Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuer Holdings may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer Holdings shall file with the SEC (and provide make available to the Trustee and holders with copies thereofHolders of the Notes (without exhibits), without cost to each holderany Holder, within 15 days after it Holdings files them with the SEC)) from and after the Issue Date,
(i1) within the 90 days (or any other time period specified then in effect under the SEC’s rules and regulations for of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filersfiler) after the end of each fiscal year, annual reports on Form 10-K (K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form), except that such report on Form 10-K ;
(or any successor or comparable form2) will not be required until the earlier of (x) the 105th day following within 45 days after the end of such each of the first three fiscal year or (y) the 90th day following the end quarters of such each fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filersyear, reports on Form 10-Q (containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,;
(iii3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (K, or any successor or comparable form), ; and
(iv4) any other information, documents and other reports which the Issuer Holdings would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; providedin each case, however, in a manner that complies in all material respects with the Issuer requirements specified in such form; provided that Holdings shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will Holdings shall make available such information to prospective purchasers of Notes Notes, in addition to providing such information to the Trustee and the holdersHolders of the Notes, in each case within 15 days after the time the Issuer Holdings would be required to file such information with the SEC SEC, if it were subject to Section Sections 13 or 15(d) of the Exchange Act. Delivery of such reports, subject, in information and documents to the case Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any such informationinformation contained therein, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of including the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent compliance with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than covenants hereunder (as to which the Issuer and its Subsidiaries, Trustee is entitled to rely exclusively on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon requestOfficers’ Certificates). In addition, to the Issuer has agreed thatextent not satisfied by the foregoing, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will Holdings shall furnish to the holders of the Notes Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding .
(b) In the foregoingevent that any direct or indirect parent company of Holdings becomes a guarantor of the Notes, Holdings may to satisfy its obligations under this Section 4.03 with respect to financial information relating to Holdings by furnishing financial information relating to such parent; provided that the Issuer will be deemed same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to have furnished such reports referred to above to parent, on the Trustee one hand, and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement information relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights AgreementHoldings and its Restricted Subsidiaries on a standalone basis, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s websiteother hand.
Appears in 1 contract
Sources: Indenture (Travelport LTD)
Reports and Other Information. Deliver to the Administrative Agent for prompt further distribution by the Administrative Agent to each Lender (a) Notwithstanding that the Issuer may not be subject to the reporting requirements limitations on distribution of any such information to Public Lenders as described in Section 13 or 15(d6.02) each of the Exchange Act or otherwise report on an following:
(1) subject to the immediately succeeding proviso, within 90 days after the end of each fiscal year of the Borrower, all annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant financial statements of the Borrower substantially in the form that would be required to rules and regulations promulgated by the SEC, the Issuer shall file be contained in a filing with the SEC (and provide the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC),
(i) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, annual reports on Form 10-K, in accordance with the requirements of such Form 10-K as of the Effective Date, if the Borrower were required to file such form, together with a report thereon by the Borrower’s independent registered public accounting firm, and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations;”
(or any successor or comparable form2) containing within 45 days after the information end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower commencing with June 30, 2017, all quarterly financial statements of the Borrower substantially in the form that would be required to be contained therein (or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not be required until a filing with the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports SEC on Form 10-Q (or any successor or comparable form) containing but only to the extent similar information required to be contained therein (or required was included in such successor or comparable formthe Offering Memorandum), except that in accordance with the case requirements of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q as of the Closing Date (or any successor or comparable form) will not be required until solely with respect to the earlier first three fiscal quarters of (x) the 60th day following the end of such each fiscal quarter or (y) the 45th day following the end of such fiscal quarter year), if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior Borrower were required to file such date,form, and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations;” and
(iii3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports information containing substantially the same information that would be required to be contained in filings with the SEC on Form 8-K, in accordance with the requirements of such Form 8-K as of the Closing Date, under Items: 1.03 (Bankruptcy or any successor Receivership); 2.01 (Completion of Acquisition or comparable formDisposition of Assets); 2.04 (Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement); 4.02 (Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review); 5.01 (Changes in Control of Registrant); 5.02
(a) (1) (Resignation of Director due to Disagreement with Registrant); 5.02(c)(1) (Name and Position of Newly Appointed Officer and Date of Appointment); and 5.03(b) (Changes in Fiscal Year), and
(iv) any other information, documents and other reports which if the Issuer would be Borrower were required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Actsuch reports; provided, however, that the Issuer shall not be so obligated to file that
(A) no such reports with the SEC if the SEC does not permit such filing, in which event the Issuer referenced under clause (1) or (2) above will make available such information to prospective purchasers of Notes in addition to providing such information to the Trustee and the holders, in each case within 15 days after the time the Issuer would be required to file such information with include as an exhibit or summary of terms of, any employment or compensatory arrangement agreement, plan or understanding between the SEC if it were subject to Section 13 Borrower (or 15(dany of its Subsidiaries) and any director, manager or executive officer, of the Exchange Act, subject, Borrower (or any of its Subsidiaries);
(B) in the case of any no event will such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any informationcomply with Section 302, certificates Section 404 or reports required by Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or related Items 307 or and 308 of Regulation S-K promulgated by the SEC;
(C) in no event will such reports be required to comply with Item 302 of Regulation S-K promulgated by the SEC;
(D) in no event will such reports be required to comply with Rule 3-10 of Regulation S-X promulgated by the SEC or contain separate financial statements for the Borrower, the Guarantors or other Subsidiaries the shares of which may be pledged to secure the Loans or any Guarantee that would be required under (i) Section 3-09 of Regulation S-X or (ii) Section 3-16 of Regulation S-X, respectively, promulgated by the SEC;
(E) in no event will such reports be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-GAAP financial measures contained therein;
(F) no such reports referenced under clause (1) or (2) above will be required to be furnished if the Borrower determines in its good faith judgment that such event is not material to the Lenders or the business, assets, operations or financial position of the Borrower and its Restricted Subsidiaries, taken as a whole;
(G) in no event will such reports be required to comply with Item 601 of Regulation S-K promulgated by the SEC (with respect to exhibits) or, with respect to reports referenced in clause (2) above, to include as an exhibit copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K, except for agreements evidencing material Indebtedness (excluding any schedules thereto);
(H) in no event will reports delivered prior to the effectiveness completion of the Exchange Offer Registration Statement first fiscal year following the Closing Date be required to comply with Regulation S-X of the SEC, give pro forma effect to the Transactions, or Shelf Registration Statementcontain all purchase accounting adjustments relating to the Transactions to the extent it is not practicable to include any such adjustments in such report;
(I) in no event will comparisons to the financial statements of the corresponding period of the prior year be required until the delivery of financial statements for a period ending in 2018 unless such comparative data is provided to lenders under the Senior Credit Facilities;
(J) trade secrets and other confidential information that is competitively sensitive in the good faith and reasonable determination of the Borrower may be excluded from any disclosures; and
(K) such information will not be required to contain any “segment reporting.” Notwithstanding the foregoing, the obligations referred to in Sections 6.01(1) and 6.01(2) may be satisfied with respect to financial information of the Borrower and its Subsidiaries by furnishing the Borrower’s Form 10-K or 10-Q, as applicable, filed with the SEC (and the public filing of such report with the SEC shall constitute delivery under this Section 6.01); provided that with respect to the preceding clause to the extent such information is in lieu of information required to be provided under Section 6.01(1) (it being understood that such information may be audited at the option of the Borrower), such materials are accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent.
(4) In addition, notwithstanding the foregoing, the financial statements, information, auditors’ reports and other documents and information required to be provided pursuant to this Section 6.01 may be, rather than those of the Borrower, those of (a) any predecessor or successor of the Borrower, (b) In the event that:
(i) the rules and regulations any Wholly-Owned Restricted Subsidiary of the SEC permit the Issuer and any direct or indirect parent Borrower that, together with its consolidated Subsidiaries, constitutes substantially all of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, assets of the capital stock of the Issuer, or
Borrower and its consolidated Subsidiaries (ii“Qualified Reporting Subsidiary”) or (c) any direct or indirect parent of the Issuer is or becomes a Note Guarantor Borrower; provided that, if the financial information required to be provided pursuant to clauses (1) and (2) above relates to such Qualified Reporting Subsidiary of the NotesBorrower, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is will be accompanied by consolidating information (which need not be audited), which may be posted to the website of the Borrower or on Intralinks, SyndTrak, ClearPar or any comparable password protected online data system, that explains in reasonable detail (in the good faith judgment of the Borrower) the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its SubsidiariesQualified Reporting Subsidiary, on the one hand, and the information relating to the Issuer, the Note Guarantors Borrower and the other its Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c5) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information Any financial statements required to be delivered pursuant to Rule 144A(d)(4Sections 6.01(1) under or 6.01(2) shall not be required to contain all purchase accounting adjustments relating to the Securities Act. Transactions or any other transaction(s) permitted hereunder to the extent it is not practicable to include any such adjustments in such financial statements.
(6) Notwithstanding anything herein to the foregoingcontrary, the Issuer Borrower will not be deemed to have failed to comply with any of its obligations under this Section for purposes of Section 6.01(3) hereof until 180 days after the date any report is due under this Section 4.03.
(7) To the extent any information is not provided within the time periods specified in this Section 4.03 and such information is subsequently provided, the Borrower will be deemed to have furnished satisfied its obligations with respect thereto at such reports time and any Default with respect thereto will be deemed to have been cured.
(8) The Borrower shall use its commercially reasonable efforts, consistent with its judgment as to what is prudent at the time, to participate in quarterly conference calls after the delivery of the information referred to above in this Section (which may be a single conference call together with investors and lenders holding other securities or Indebtedness of the Borrower and/or its Restricted Subsidiaries) to discuss operating results and related matters. The Borrower shall issue a press release which will provide the date and time of any such call and will direct Lenders to contact the investor relations office of the Borrower to obtain access to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s websiteconference call.
Appears in 1 contract
Sources: Bridge Credit Agreement (Superior Industries International Inc)
Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, from and after the Issue Date, the Issuer shall file with will furnish to the SEC (and provide the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC),Trustee:
(i) within 120 days after the time period specified end of each fiscal year (or if such day is not a Business Day, on the next succeeding Business Day), all financial information that would be required to be contained in the SEC’s rules and regulations for non-accelerated filers, an annual reports report on Form 10-K (K, or any successor or comparable form, filed with the SEC, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and a report on the annual financial statements by the Company’s independent registered public accounting firm;
(ii) containing within 60 days after the end of each of the first three fiscal quarters of each fiscal year (or if such day is not a Business Day, on the next succeeding Business Day), all financial information that would be required to be contained therein (or required in such successor or comparable form), except that such a quarterly report on Form 10-K (Q, or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in , filed with the SEC, including a “Management’s rules Discussion and regulations for non-accelerated filers, reports on Form 10-Q (or any successor or comparable form) containing the information required Analysis of Financial Condition and Results of Operations,” and financial statements prepared in accordance with GAAP applicable to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,interim financial statements; and
(iii) promptly from time to time within 15 days after the occurrence of an event any of the following events, all current reports that would be required to be therein reported (and in any event within filed with the time period specified in the SEC’s rules and regulations), such other reports SEC on Form 8-K as in effect on the Issue Date; provided, that the foregoing shall not obligate the Issuer to make available (i) any information regarding the occurrence of any of the following events if the Company determines in its reasonable determination that such event that would otherwise be required to be disclosed is not material to the noteholders or the business, assets, operations, financial positions or prospects of the Issuer and its Subsidiaries taken as a whole, (ii) an exhibit or a summary of the terms of, any employment or compensatory arrangement, agreement, plan or understanding between the Issuer or any successor of its Subsidiaries and any director, officer or comparable form)manager of the Issuer or any of its Subsidiaries, and
(iii) copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K or (iv) any other trade secrets, privileged or confidential information obtained from another Person and competitively sensitive information:
(A) the entry into or termination of material agreements;
(B) significant acquisitions or dispositions (which shall only be with respect to acquisitions or dispositions that are significant within the meaning of Item 2.01 of Form 8-K as in effect on the Issue Date);
(C) bankruptcy;
(D) cross-default under direct material financial obligations;
(E) a change in the Issuer’s certifying independent auditor;
(F) the appointment or departure of directors or executive officers (with respect to the principal executive officer, documents president, principal financial officer, principal accounting officer and other reports which the Issuer would be required to file principal operating officer only);
(G) non-reliance on previously issued financial statements; and
(H) change of control transactions, in each case, in a manner that complies in all material respects with the SEC if it were requirements specified in such form, except as described above or below and subject to Section 13 or 15(d) exceptions consistent with the presentation of information in the Exchange Actoffering memorandum; provided, however, that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes in addition to providing such information to the Trustee and the holders, in each case within 15 days after the time the Issuer would be required to file such provide (i) segment reporting and disclosure (including any required by FASB Accounting Standards Codification Topic 280), (ii) separate financial statements or other information with contemplated by Rules 3-03(e), 3-05, 3-09, 3-10, 3-16 or 4-08 of Regulation S-X (or any successor provisions) or any schedules required by Regulation S-X, (iii) information required by Regulation G under the Exchange Act or Item 10, Item 302, Item 402 or Item 601 of Regulation S-K (or any successor provision), (iv) XBRL exhibits, (v) earnings per share information, (vi) information regarding executive compensation and related party disclosure related to SEC if it were subject to Section 13 or 15(dRelease Nos. 33-8732A, 34-54302A and IC-27444A, and (vii) other information customarily excluded from an offering memorandum, including any information that is not otherwise of the Exchange Acttype and form currently included in this offering memorandum. In addition, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding notwithstanding the foregoing, the Issuer shall will not be required to (i) comply with Sections 302, 906 and 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or (ii) otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K (or any successor provision). To the extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Event of Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of Holders under Section 5.01 if Holders of at least 30% of Outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all Outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statementsuch cure.
(b) In To the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is extent not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this satisfied by Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition10.09(a), the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed thatshall, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Actare outstanding, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding .
(c) Substantially concurrently with the foregoingfurnishing or making such information available to the Trustee pursuant to the Section 10.09(b), the Issuer shall also use its commercially reasonable efforts to post copies of such information required by the immediately preceding paragraph on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access will be deemed given to have furnished Holders, prospective investors in the Notes (which prospective investors shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act or non-U.S. persons (as defined in Regulation S under the Securities Act) that certify their status as such to the reasonable satisfaction of the Issuer), and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. To the extent the Issuer determines in good faith that it cannot make such reports referred to above available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, the Issuer shall furnish such reports to the Trustee noteholders, upon their request. The Issuer may condition the delivery of any such reports to such noteholders, prospective investors in the Notes and securities analysts and market making financial institutions on the agreement of such Persons to (i) treat all such reports (and the holders information contained there) and information as confidential, (ii) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein) and information.
(d) The Issuer will use its commercially reasonable efforts, consistent with its judgment as to what is prudent at the time, to participate in quarterly conference calls (which may be a single conference call together with investors and lenders holding other securities or Indebtedness of the Issuer and/or its Subsidiaries) to discuss the Issuer’s results of operations.
(e) Notwithstanding anything else contained in this Indenture, if the Issuer has filed such reports with the SEC the reports described in Section 10.09
(a) (including via the ▇▇▇▇▇ system or any successor electronic filing system and such reports are publicly available. In additionsystem), the requirements of this Section 4.02 Issuer shall be deemed satisfied prior to be in compliance with clauses (a) and (b) above.
(f) Delivery of reports, information and documents to the commencement Trustee is for informational purposes only and its receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the exchange offer contemplated by the Registration Rights Agreement relating to Issuer’s compliance with any of its covenants under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, our compliance with the effectiveness of the Shelf Registration Statement by (1) the filing covenants or with respect to any reports or other documents filed with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement or ▇▇▇▇▇ or website under this Indenture, or participate in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s websiteconference calls.
Appears in 1 contract
Sources: Indenture (On Semiconductor Corp)
Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (and provide with a copy to the Trustee unless filed and holders with copies thereof, without cost to each holder, within 15 days after it files them with available on the SEC),’s EDGAR website) from and after the Issue Date:
(i) within 90 days after the time period specified in the SEC’s rules and regulations for non-accelerated filersend of each fiscal year, annual reports on Form 10-K (K, or any successor or comparable formform (if the Issuer had been a reporting company under Section 15(d) of the Exchange Act), containing substantially all the information that would be required to be contained therein (therein, or required in such successor or comparable form);
(ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, except that such report reports on Form 10-K Q, or any successor or comparable form (if the Issuer had been a reporting company under Section 15(d) of the Exchange Act), containing substantially all the quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form;
(iii) will not promptly after the occurrence of a material event which would have been required to be required until the earlier of reported on a Form 8-K or any successor or comparable form (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Issuer had been a reporting company under Section 15(d) of the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior Act), a current report relating to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports event on Form 108-Q (K or any successor or comparable form) containing ; in each case, in a manner that complies in all material respects with the information required to be contained therein (or required requirements specified in such successor form (except as described above or comparable form), except that below and subject to exceptions consistent with the presentation of information included or incorporated by reference in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulationsOffering Memorandum), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that if at any time the Issuer shall not be so obligated to file such reports referred to in clauses (i), (ii) and (iii) above with the SEC or if the SEC does not permit such filing, in which event then the Issuer will shall make available such information to the Trustee, the Holders and prospective purchasers of Notes in addition to providing such information to the Trustee and the holdersNotes, in each case within 15 10 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, to the Issuer has agreed thatextent not satisfied by the foregoing, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of are outstanding, the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will Issuer shall furnish to the holders of the Notes Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(b) The Issuer may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to HLT Parent or HWP (or any parent entity of HLT Parent or HWP) as long as HLT Parent or HWP (or any such parent entity of HLT Parent or HWP) provides a Guarantee of the Notes.
(c) If with respect to any reporting period(s) covered in the applicable report, the Issuer’s Unrestricted Subsidiaries would, individually or in the aggregate, constitute a “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X promulgated pursuant to the Securities Act (as such regulation is in effect on the Issue Date)), then the applicable annual and quarterly financial information required by clauses (a)(i) and (a)(ii) above shall include a supplemental section in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presenting (in a manner consistent with the Issuer’s historical practice) selected financial measures of such Unrestricted Subsidiaries in the aggregate (separate from the financial information of the Issuer and its Restricted Subsidiaries).
(d) Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations hereunder for purposes of clause (iii) of Section 6.01(a) hereof until 120 days after the receipt of the written notice delivered thereunder. Notwithstanding To the foregoingextent any information is not provided within the time periods specified in this Section 4.03 and such information is subsequently provided, the Issuer will be deemed to have furnished satisfied its obligations with respect thereto at such reports referred to above to the Trustee time and the holders if the Issuer has filed such reports any Default with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 respect thereto shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s websitehave been cured.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that the Issuer Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on Act, the Company shall provide (to the extent not provided prior to the Restatement Effective Date pursuant to the Original Indenture) to the Holders the following reports:
(1) within 90 days after the end of each fiscal year (beginning with the fiscal year ending December 31, 2020), an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (and provide the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC),
(i) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, annual reports on Form 10-K (or any successor or comparable form) report containing substantially all the information that would have been required to be contained therein (or required in such successor or comparable form), except that such an annual report on Form 10-K under the Exchange Act if the Company had been a reporting company under the Exchange Act (or any successor or comparable form) will but only to the extent similar information is included in the Offering Memorandum), including a “Management’s discussion and analysis of financial condition and results of operations” section and a report on the annual financial statements by the Company’s independent registered public accounting firm; provided that such annual report shall not be required until the earlier to contain information required by Items 9A (controls and procedures), 10 (directors, executive officers and corporate governance) and 11 (executive compensation) of Form 10-K;
(x2) the 105th day following within 45 days after the end of such each of the first three fiscal quarters of each fiscal year or (y) beginning with the 90th day following fiscal quarter ending March 31, 2020), quarterly reports with respect to the end of such most recent fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time quarter and year-to-date period specified in the SEC’s rules and regulations for non-accelerated filers, reports on Form 10-Q (or any successor or comparable form) containing substantially all the information that would have been required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such a quarterly report on Form 10-Q under the Exchange Act if the Company had been a reporting company under the Exchange Act (but only to the extent similar information is included in the Offering Memorandum), including a “Management’s discussion and analysis of financial condition and results of operations” section and unaudited quarterly financial statements reviewed pursuant to Statement on Auditing Standards No. 100 (or any successor or comparable form) will provision); provided that such quarterly report shall not be required until to contain the earlier information required by Part I, Item 4 of Form 10-Q (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,controls and procedures); and
(iii3) promptly from time to time within ten Business Days after the occurrence of an each event that would have been required to be therein reported under Items 2.01 (and in any event within the time period specified in the SEC’s rules and regulationsCompletion of Acquisition or Disposition of Assets), such other reports 2.06 (Material Impairments), 4.01 (Changes in Registrant’s Certifying Accountant), 4.02 (Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review) and 5.01 (Changes in Control of Registrant) in a current report on Form 8-K (or any successor or comparable form)under the Exchange Act if the Company had been a reporting company under the Exchange Act, and
(iv) any other information, documents and other current reports which containing substantially all the Issuer information that would have been required by the foregoing items of Form 8-K to be required to file with contained in a current report on Form 8-K under the SEC Exchange Act if it were subject to Section 13 or 15(d) of the Company had been a reporting company under the Exchange Act; provided that, for the avoidance of doubt, in each of the reports delivered pursuant to clause (1) or (2) above, the Company shall set forth (i) a calculation of Adjusted EBITDA, Adjusted EBITDA Before Growth Investments and Community Adjusted EBITDA of the Company and its consolidated Restricted Subsidiaries for the period of four consecutive fiscal quarters ended on the date of the last balance sheet set forth in such report, presented in a manner similar to that found in the Offering Memorandum, and (ii) the amount of Unrestricted Cash and Total Indebtedness of ChinaCo as of such balance sheet date; provided, further, however, that that, so long as the Issuer shall Company is not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes in addition to providing such information subject to the Trustee and the holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to reporting requirements of Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer (a) shall not be required to furnish any information, certificates comply with Section 302 or reports required by 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 or related Items 307 or and 308 of Regulation S-K prior promulgated by the SEC or Item 601 of Regulation S-K (with respect to the effectiveness exhibits), (b) shall not be required to comply with Section 13(r) of the Exchange Offer Registration Statement Act (relating to the Iran Threat Reduction and Syrian Human Rights Act) or Shelf Registration StatementRule 13p-1 under the Exchange Act and Form SD (relating to conflict minerals) or Item 10(e) of Regulation S-K (relating to non-GAAP financial measures), (c) shall not be required to contain a separate financial footnote for Guarantors and Non-Guarantor Subsidiaries contemplated by Rule 3-10 or Rule 3-16 of Regulation S-X promulgated by the SEC (except summary financial information with respect to Non-Guarantor Subsidiaries of the type and scope included in the Offering Memorandum will be required), (d) shall not be required to comply with Section 3-09 of Regulation S-X to the extent that the Company determines in its good faith judgment that such information would not be material to the Holders or the business, assets, operations, financial positions or prospects of the Company and its Restricted Subsidiaries (and with respect to any financial statements required to be delivered under this clause (d), notwithstanding any law, rule or regulation that would require that some or all of such financial statements be audited, the Company may nonetheless deliver unaudited financial statements to satisfy such requirement) and (e) shall not be required to comply with Section 3-05 of Regulation S-X to the extent that (i) such requirement to furnish acquired business financial statements would be triggered only because the income from continuing operations before income taxes and extraordinary items of the acquired business exceeds 20% of such pre-tax income of the Company and its consolidated Subsidiaries for the applicable period set forth in Rule 1-02(w) of Regulation S-X and (ii) the Company determines in its good faith judgment that such information would not be material to the Holders or the business, assets, operations, financial positions or prospects of the Company and its Restricted Subsidiaries (and with respect to any financial statements required to be delivered under this clause (e), notwithstanding any law, rule or regulation that would require that some or all of such financial statements be audited, the Company may nonetheless deliver unaudited financial statements to satisfy such requirement).
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownershipaddition, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer extent not satisfied by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed thatforegoing, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of are outstanding, the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will Company shall furnish to the holders of the Notes Holders and to prospective investorspurchasers of the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The requirements set forth in this clause (b) and the preceding clause (a) of this Section 4.06 may be satisfied by delivering such information to the Trustee and posting copies of such information on a website (which may be nonpublic and may be maintained by the Company or a third party) to which access will be given to Holders, bona fide prospective purchasers of the Notes (which prospective purchasers will be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act or non-U.S. persons (as defined in Regulation S under the Securities Act)), securities analysts and market making institutions that certify their status as such to the reasonable satisfaction of the Company and who agree to treat such information as confidential.
(c) Notwithstanding the foregoing, at all times that the Issuer Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC within the time periods specified in the SEC’s rules and regulations that are then applicable to the Company all the reports and information described in Section 4.06(a), but without giving effect to any of the provisos contained therein (assuming that such provisions otherwise apply under applicable SEC rules and regulations), in each case in a manner that complies in all material respects with the requirements specified in the applicable forms promulgated by the SEC.
(d) In addition, no later than fifteen Business Days after the date the annual and quarterly financial information for the prior fiscal period have been filed or furnished pursuant to Section 4.06(a)(1) or 4.06(a)(2) above, the Company shall also hold live quarterly conference calls with the opportunity to ask questions of the Company. No fewer than five Business Days prior to the date such conference call is to be held, the Company shall issue a press release to the appropriate U.S. wire services announcing such quarterly conference call for the benefit of the Holders, beneficial owners of the Notes, bona fide prospective purchasers of the Notes (which prospective purchasers shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act or non-U.S. persons (as defined in Regulation S under the Securities Act) that certify their status as such to the reasonable satisfaction of the Company), securities analysts and market making financial institutions, which press release shall contain the time and the date of such conference call and direct the recipients thereof to contact an individual at the Company (for whom contact information shall be provided in such notice) to obtain information on how to access such quarterly conference call.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, held more than 10.0% of Consolidated Total Assets as of the end of the most recent fiscal quarter for which internal financial statements prepared on a consolidated basis in accordance with GAAP are available (the “balance sheet date”) or accounted for more than 10.0% of consolidated total revenue of the Company and its Restricted Subsidiaries for the period of the most recent four consecutive fiscal quarters ended on the balance sheet date, then the annual and quarterly financial information required by Section 4.06(a) shall include a reasonably detailed presentation, as determined in good faith by the Company, either on the face of the financial statements or in the footnotes to the financial statements and in the “Management’s discussion and analysis of financial condition and results of operations” section, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(f) In the event that any direct or indirect parent company of the Company becomes a Guarantor of the Notes, the Company may satisfy its obligations under this Section 4.06 to provide consolidated financial information of the Company by furnishing consolidated financial information relating to such parent; provided that (1) such financial statements are accompanied by consolidating financial information for such parent, the Company, the Guarantors and the Non-Guarantor Subsidiaries in the manner prescribed by the SEC and (2) such parent is not engaged in any business in any material respect other than such activities as are incidental to its ownership, directly or indirectly, of the Capital Stock of the Company.
(g) To the extent any information is not provided within the time periods specified in this Section 4.06 and such information is subsequently provided, the Company will be deemed to have furnished satisfied its obligations with respect thereto at such reports referred to above to the Trustee time and the holders if the Issuer any Default that has filed such reports not become an Event of Default with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 respect thereto shall be deemed satisfied prior to the commencement have been cured.
(h) Delivery of the exchange offer contemplated by reports, information and documents in accordance with this Section 4.06 shall satisfy the Registration Rights Agreement relating Company’s obligation to make such delivery, but, in the Notes or the effectiveness case of the Shelf Registration Statement by Trustee, such delivery shall be for informational purposes only, and the Trustee’s receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants (1) as to which the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance Trustee is entitled to conclusively rely on an Officer’s Certificate). The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provisions of this Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein. The Trustee shall have no liability or responsibility for the filing, timeliness or content of any such Registration Rights Agreementreport, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s websiteshall have no duty to participate in or monitor any conference calls.
Appears in 1 contract
Sources: Senior Notes Indenture (WeWork Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (and provide with a copy to the Trustee unless filed and holders with copies thereof, without cost to each holder, within 15 days after it files them with available on the SEC),’s ▇▇▇▇▇ website) from and after the Issue Date:
(i) within 90 days after the time period specified in the SEC’s rules and regulations for non-accelerated filersend of each fiscal year, annual reports on Form 10-K (K, or any successor or comparable formform (if the Issuer had been a reporting company under Section 15(d) of the Exchange Act), containing substantially all the information that would be required to be contained therein (therein, or required in such successor or comparable form);
(ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, except that such report reports on Form 10-K Q, or any successor or comparable form (if the Issuer had been a reporting company under Section 15(d) of the Exchange Act), containing substantially all the quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form;
(iii) will not promptly after the occurrence of a material event which would have been required to be required until the earlier of reported on a Form 8-K or any successor or comparable form (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Issuer had been a reporting company under Section 15(d) of the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior Act), a current report relating to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports event on Form 108-Q (K or any successor or comparable form) containing ; in each case, in a manner that complies in all material respects with the information required to be contained therein (or required requirements specified in such successor form (except as described above or comparable form), except that below and subject to exceptions consistent with the presentation of information included or incorporated by reference in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulationsOffering Memorandum), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that if at any time the Issuer shall not be so obligated to file such reports referred to in clauses (i), (ii) and (iii) above with the SEC or if the SEC does not permit such filing, in which event then the Issuer will shall make available such information to the Trustee, the Holders and prospective purchasers of Notes in addition to providing such information to the Trustee and the holdersNotes, in each case within 15 10 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, to the Issuer has agreed thatextent not satisfied by the foregoing, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of are outstanding, the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will Issuer shall furnish to the holders of the Notes Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(b) The Issuer may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to HLT Parent or HWP (or any parent entity of HLT Parent or HWP) as long as HLT Parent or HWP (or any such parent entity of HLT Parent or HWP) provides a Guarantee of the Notes.
(c) If with respect to any reporting period(s) covered in the applicable report, the Issuer’s Unrestricted Subsidiaries would, individually or in the aggregate, constitute a “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X promulgated pursuant to the Securities Act (as such regulation is in effect on the Issue Date)), then the applicable annual and quarterly financial information required by clauses (a)(i) and (a)(ii) above shall include a supplemental section in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presenting (in a manner consistent with the presentation of information included or incorporated by reference in the Offering Memorandum) selected financial measures of such Unrestricted Subsidiaries in the aggregate (separate from the financial information of the Issuer and its Restricted Subsidiaries).
(d) Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations hereunder for purposes of clause (iii) of Section 6.01(a) hereof until 120 days after the receipt of the written notice delivered thereunder. Notwithstanding To the foregoingextent any information is not provided within the time periods specified in this Section 4.03 and such information is subsequently provided, the Issuer will be deemed to have furnished satisfied its obligations with respect thereto at such reports referred to above to the Trustee time and the holders if the Issuer has filed such reports any Default with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 respect thereto shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s websitehave been cured.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that So long as any Notes are outstanding, unless the Issuer may not be Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or is a “voluntary filer” and, in each case and otherwise report on an annual and quarterly basis on forms provided for complies with such annual and quarterly reporting pursuant to rules and regulations promulgated by the SECrequirements, the Issuer shall file with the SEC (and Company must provide without cost in electronic format to the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC),Holders:
(i) within 45 days of the end of any fiscal quarter (or, if later, any permitted extension as provided for by the SEC from time period specified in to time) (other than any fiscal quarter end that coincides with the SEC’s rules and regulations for non-accelerated filersend of a fiscal year), all quarterly and, within 90 days of the end of any fiscal year, annual reports on Form 10-K financial statements (or any successor or comparable formincluding footnote disclosure) containing the information that would be required to be contained therein in a filing with the SEC on Forms 10-Q and 10-K, as applicable, if the Company were required to file these Forms, and 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 Company’s certified independent accountants; provided that in no event shall such financial statements or reports be required to comply with (w) Rule 3-10 of Regulation S-X promulgated by the SEC (or required in such successor other rule or comparable formregulation that amends, supplements or replaces such Rule 3-10, including for the avoidance of doubt, Rules 13-01 or 13-02 of Regulation S-X promulgated by the SEC), except that such report on Form 10-K (or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end Rule 3-09 of Regulation S-X (or such fiscal year other rule or regulation that amends, supplements or replaces such Rule 3-09), (y) Rule 3-16 of Regulation S-X (or such other rule or regulation that amends, supplements or replaces such Rule 3-16 or (z) any requirement to otherwise include any schedules or separate financial statements of any of the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement Company’s Subsidiaries, Affiliates or Shelf Registration Statement has been declared effective prior to such date,equity method investees; and
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports on Form 10-Q 15 Business Days (or any successor or comparable formsuch longer time if permitted under Form 8-K) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes in addition to providing such information to the Trustee and the holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of all current reports that would be required to be provided filed with the SEC on Form 8-K if the Company were required to file these reports to the Trustee extent such reports relate to the occurrence of any event which would require an 8-K to be filed (except to the extent the Company reasonably and in good faith determines that such an event is not material in any respect to the holders Holders of the Notes) pursuant to the following Items set forth in the instruction to Form 8-K: (i) Item 1.01 Entry into a Material Definitive Agreement; (ii) Item 1.02 Termination of a Material Definitive Agreement; (iii) Item 1.03 Bankruptcy or Receivership, (iv) Item 2.01 Completion of Acquisition or Disposition, (v) Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement, (vi) Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, (vii) Item 2.05 Costs Associated with Exit or Disposal Activities, (viii) Item 2.06 Material Impairment, (ix) Item 4.01 Change in Certifying Accountant, (x) Item 4.02 Non-Reliance on the Issuer’s website.Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, (xi) Item 5.01 Change in Control, (xii) Item 5.02 (a), (b), (c)(1) and (d)(1)-(3)
Appears in 1 contract
Sources: Indenture (PBF Holding Co LLC)
Reports and Other Information. (a) Notwithstanding that the Issuer Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant Act, to rules and regulations promulgated the extent permitted by the Exchange Act, the Company will file with the SEC, the Issuer shall file with the SEC (and provide make available to the Trustee and holders with copies thereofthe Holders, without cost to each holder, within 15 days after it files them with the SEC),
(i) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, annual reports on Form 10-K (or any successor or comparable form) containing and the information required to be contained therein (or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which (or copies of such portions of any of the Issuer would be required foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act with respect to U.S. issuers within the time periods specified therein or in the relevant forms. In the event that the Company is not permitted to file such reports, documents and information with the SEC pursuant to the Exchange Act, the Company will nevertheless make available such Exchange Act reports, documents and information to the Trustee and the Holders as if it the Company were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes in addition to providing such information to the Trustee and the holders, in each case Act within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 periods specified therein or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statementrelevant forms.
(b) In If the event that:
Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries taken together would have been a Significant Subsidiary, then the quarterly and annual financial information required by Section 4.03(a) shall include a presentation of financial metrics (i) selected in the rules and regulations Company’s sole discretion), either on the face of the SEC permit financial statements or in the Issuer footnotes to the financial statements and any direct or indirect parent in the “Management’s Discussion and Analysis of Results of Operations and Financial Condition” section of the Issuer to report at such parent entity’s level on a consolidated basis financial condition and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, results of operations of the capital stock Company and its Restricted Subsidiaries or of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to such Unrestricted Subsidiaries. The financial information relating to the Issuer and reports required by furnishing this covenant need not include any separate financial statements of a Guarantor or information relating to such direct required by Rule 3-10 or indirect parent; provided that 3-16 of Regulation S-X (or any successor regulation) so long as such financial information is and reports are accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent the Company and any of its Subsidiaries other than the Issuer and its SubsidiariesGuarantors, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a standnon-alone basisGuarantors, on the other hand.
(c) In addition, the Issuer Company and the Guarantors will agree that they will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes Holders and to prospective investors, upon their requestthe request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. Notwithstanding the foregoingFor purposes of this Section 4.03, the Issuer Company and the Guarantors will be deemed to have furnished such the reports referred to above to the Trustee and the holders Holders as required by this Section 4.03 if the Issuer Company has filed such reports with the SEC via on the ▇▇▇▇▇ or IDEA filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by .
(1d) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions Delivery of such Registration Rights Agreementreports, information and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided documents to the Trustee is for informational purposes only, and the holders Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on the Issuer’s websiteOfficers’ Certificates).
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (SEC, and provide the Trustee and holders Holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC),Holder:
(i) within 90 days after the time end of each fiscal year (other than for the fiscal year ended September 30, 2010, which shall be 105 days after the end of such fiscal year) (or such longer period specified in as may be permitted by the SEC’s rules and regulations for SEC if the Issuer were then subject to such SEC reporting requirements as a non-accelerated filersfiler), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form)) including, except that such report on Form 10-K (or any successor or comparable form) will not be required until the earlier without limitation, a management’s discussion and analysis of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such datefinancial information,
(ii) within 45 days after the time end of each of the first three fiscal quarters of each fiscal year (or such longer period specified in as may be permitted by the SEC’s rules and regulations for SEC if the Issuer were then subject to such SEC reporting requirements as a non-accelerated filersfiler), quarterly reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier including, without limitation, a management’s discussion and analysis of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,financial information, and
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in for filing current reports on Form 8-K by the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; providedprovided , however, that the Issuer shall not be so obligated to file such reports with the SEC if prior to the SEC does not permit such filingeffectiveness of any registration statement pursuant to the Registration Rights Agreement, in which event the Issuer will make available shall put such information to prospective purchasers of Notes on its website, in addition to providing such information to the Trustee and the holdersHolders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. Delivery of such reports, subject, in information and documents to the case Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any such informationinformation contained therein or determinable from information contained therein, certificates or reports provided including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
(b) Notwithstanding the foregoing, prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, Statement with respect to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoingNotes, the Issuer shall not be required to furnish any information, certificates or reports required by (i) Section 302 or Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or related Items 307 or 308 of Regulation S-K, (ii) Item 10(e) or Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (iii) solely in respect of business combinations or acquisitions consummated prior to the effectiveness Issue Date, Rule 3-05 of Regulation S-X or (iv) Rule 3-09 of Regulation S-X.
(c) For so long as the Issuer has designated certain of its Subsidiaries as Unrestricted Subsidiaries, then the financial information required to be provided shall include a reasonably detailed presentation, either on the face of the Exchange Offer Registration Statement financial statements or Shelf Registration Statement.
(b) In in the event that:
(i) footnotes thereto, and in the rules management’s discussion and regulations analysis of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectlyfinancial information, of the capital stock financial condition and results of the Issuer, or
(ii) any direct or indirect parent operations of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on Restricted Subsidiaries separate from the one hand, financial condition and results of operations of the information relating to the Issuer, the Note Guarantors and the other Unrestricted Subsidiaries of the Issuer on a stand-alone basis, on the other handIssuer.
(cd) For avoidance of doubt, the obligations of the Issuer under this Section 3.2 shall commence with respect to the first quarter that ends after the Issue Date.
(e) In addition, to the Issuer will make such information available to prospective investors upon request. In additionextent not satisfied by the foregoing, the Issuer has agreed shall agree that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Actare outstanding, it will shall furnish to the holders of the Notes Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(f) Notwithstanding the foregoing, the Issuer will shall be deemed to have furnished such reports referred to above to the Trustee and the holders Holders if the Issuer or any direct or indirect parent of the Issuer (including Holdings) has filed such reports with the SEC via the ▇▇▇▇▇ (or successor) filing system and such reports are publicly available. In addition.
(g) Notwithstanding the foregoing, the requirements of this Section 4.02 requirement to provide the information and reports referred to in Sections 3.2(a)(i), (ii) and (iii) shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes Exchange Offer or the effectiveness of the a Shelf Registration Statement relating to the registration of the Notes under the Securities Act by (1) the filing (within the time periods specified for such filings in the Registration Rights Agreement) with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreementa registration statement, and any amendments thereto, and with such registration statement and/or amendments thereto financial information that satisfies Regulation S-X under the Securities Act.
(h) So long as Notes are filed at times that otherwise satisfy outstanding, the time requirements set forth in Section 4.02(aIssuer shall also:
(i) and/or (2) the posting of reports that would be required to be provided as promptly as reasonably practicable after furnishing to the Trustee the annual and quarterly reports required by Sections 3.2(a)(i) and (ii), hold a conference call to discuss such reports and the holders on results of operations for the Issuer’s website.relevant reporting period; and
Appears in 1 contract
Sources: Indenture (Solgar)
Reports and Other Information. (a) Notwithstanding For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC (subject to the next sentence), and provide to the Trustee and holders of the Notes, within the time periods specified in such Sections:
(i) all quarterly and annual reports that would be required to be filed with the Issuer may SEC on Forms 10-Q and 10-K if the Company were required to file such reports; and
(ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. All such reports will be prepared in all material respects in accordance with the rules and regulations applicable to such reports. While the Company remains subject to the periodic reporting requirements of the Exchange Act, the Company agrees that it will not be take any action for the purpose of causing the SEC not to accept such filings.
(b) If, at any time, the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SECany reason, the Issuer shall file with Company will nevertheless post the SEC substance of the reports specified in Section 4.01(a) (other than separate financial statements or condensed consolidating financial information required by Rule 3-10 or 3-16 of Regulation S-X) on its website and will provide those to the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC),
(i) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) but will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes in addition to providing such information to the Trustee and the holdersSEC), in each case within 15 days after the time periods that would apply if the Issuer would be Company were required to file those reports with the SEC; provided that, (1) with respect to the quarter ended March 31, 2015, the Company may provide the information required by this Section 4.02(b) with respect to such quarter at any time on or prior to June 30, 2015, including by means of an amendment to the Form 10, (2) with respect to the quarter ended June 30, 2015, if the separation and distribution have not occurred on or prior to August 14, 2015, the Company may provide the information required by this Section 4.02(b) with respect to such quarter at any time on or prior to September 30, 2015, including by means of an amendment to the Form 10 and (3) with respect to the quarter ended September 30, 2015, if the separation and distribution have not occurred on or prior to November 16, 2015, the Company may provide the information required by this Section 4.02(b) with respect to such quarter at any time on or prior to November 30, 2015, including by means of an amendment to the Form 10.
(c) For purposes of this Section 4.02, the Company will be deemed to have provided a required report to the Trustee and holders of the Notes if it has timely filed such report with the SEC if it were via the ▇▇▇▇▇ filing system (or any successor system).
(d) At any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it Company will furnish to the holders of the Notes and to prospective investors, upon their requestthe requests of such holders, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. .
(e) Notwithstanding the foregoing, in the Issuer will be deemed event that any direct or indirect parent company of the Company becomes a Guarantor, the Company may satisfy its obligations pursuant to have furnished such reports referred this Section 4.02 with respect to above financial information relating to the Trustee and Company by furnishing or filing the holders if the Issuer has filed required financial information relating to such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. direct or indirect parent company.
(f) In addition, (i) the requirements of this Section 4.02 Trustee shall be deemed satisfied prior entitled (but not obligated) and (ii) holders of not less than 25% of the aggregate principal amount of the then outstanding Notes of a series shall be entitled, each at any time, to request in writing that the Company provide to the commencement Trustee, within 20 Business Days following such request, an Officer’s Certificate confirming whether or not the Company, as at the end of the exchange offer contemplated most recently ended quarterly period, had designated any of its Subsidiaries to be Unrestricted Subsidiaries that, alone or taken together, represented either (a) 10% or more of the total assets of the Company as at the end of the relevant period, (b) 10% or more of the consolidated net income of the Company for the relevant most recent consecutive four-quarter period, or (c) 10% or more of the consolidated earnings before interest, tax, depreciation and amortization of the Company for the relevant most recent consecutive four- quarter period (the “Trustee Notice Requirement”). A copy of any such request delivered by the Registration Rights Agreement relating relevant holders pursuant to the Notes or the effectiveness of the Shelf Registration Statement by clause (1ii) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to above shall be provided to the Trustee. If the Trustee Notice Requirement is satisfied, the Officer’s Certificate to be delivered pursuant to the foregoing requirement shall specify (a) the Total Assets, the Consolidated Net Income and the holders EBITDA of the Company and its Restricted Subsidiaries and (b) the total assets, the consolidated net income and the earnings before interest, tax, depreciation and amortization of the Unrestricted Subsidiaries. The Trustee shall deliver such Officer’s Certificate to the Holders of the Notes within five Business Days of the date of receipt by the Trustee of the Officer’s Certificate, and the Trustee shall not have any responsibility or liability for any information set forth in such Officer’s Certificate or for any analysis thereof.
(g) Delivery of reports, information and documents to the Trustee under this Section 4.02 is for informational purposes only, and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely on Officer’s Certificates). The Trustee shall have no responsibility or liability for the Issuer’s websitecontent, filing or timeliness of any report to be issued or filed by the Company or Guarantors, as applicable.
Appears in 1 contract
Sources: Indenture (Chemours Co)
Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (and provide furnish to the Trustee and holders with copies thereof, Holders of the Notes (without cost to each holder, within 15 days after it files them with the SECexhibits),
(i1) within 180 days after the end of the fiscal year ending on or prior to December 31, 2009 and within 90 days (or any other time period specified then in effect under the SEC’s rules and regulations for of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filersfiler) after the end of each fiscal year thereafter, annual reports financial information (including a management discussion and analysis of financial condition and results of operations, but excluding financial information required by Rule 3-10 of Regulation S-X under the Securities Act) that would be required to be contained in a filing with the SEC on Form 10-K (K, or any successor or comparable form;
(2) containing within 60 days after the end of the fiscal quarter ending March 31, 2010 and thereafter within 45 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly financial information that would be required to be contained therein (or required in such successor or comparable form), except that such report a filing with the SEC on Form 10-K (Q, or any successor or comparable form) will not be form (excluding financial information required until by Rule 3-10 of Regulation S-X under the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,Securities Act); and
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii3) promptly from time to time after the occurrence of an event required to be therein reported (and reported, all material information that would be included in any event within all current reports that would be required to be filed with the time period specified in the SEC’s rules and regulations), such other reports SEC on Form 8-K (K, or any successor or comparable form), and;
(iv4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; providedIn addition, however, that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes in addition to providing such information to the Trustee and the holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding extent not satisfied by the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed thatshall, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Actare outstanding, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4144(A)(d)(4) under the Securities Act. Notwithstanding the foregoing, the .
(b) The Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of may satisfy its obligations under this Section 4.02 shall be deemed satisfied prior 4.03 with respect to the commencement of the exchange offer contemplated by the Registration Rights Agreement financial information relating to the Notes or Issuer by furnishing financial information relating to Holdings; provided that the effectiveness of same is accompanied by consolidating information that explains in reasonable detail the Shelf Registration Statement by (1) differences between the filing with information relating to Holdings, on the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreementone hand, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided information relating to the Trustee Issuer and the holders its Restricted Subsidiaries on a standalone basis, on the Issuer’s websiteother hand.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that the Issuer Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, from and after the Issuer Issue Date, the Company shall file with furnish to the SEC (and provide the Trustee and holders with copies thereof, without cost to each holderTrustee, within 15 days after it files them with the SEC),time periods specified below:
(i1) within 120 days (or 150 days in the case of the fiscal year containing the Issue Date) after the end of each fiscal year (or if such day is not a Business Day, on the next succeeding Business Day), annual financial statements of the Company prepared in accordance with GAAP, a “Management’s discussion and analysis of financial condition and results of operations” containing information customarily included if such section was included in a Form 10-K and a report on the annual financial statements by the Company’s independent auditors;
(2) within 60 days (or 90 days in the case of the first fiscal quarter after the Issue Date) after the end of each of the first three fiscal quarters of each fiscal year (or if such day is not a Business Day, on the next succeeding Business Day), financial statements prepared in accordance with GAAP and a “Management’s discussion and analysis of financial condition and results of operations,” containing information customarily included if such section was included in a Form 10-Q; and
(3) within 15 days after the time period specified in the SEC’s rules and regulations for non-accelerated filers, annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other filing current reports on Form 8-K (or any successor or comparable form)K, and
(iv) any other information, documents and other current reports which of the Issuer Company containing substantially all of the information that would be required to file with be filed in a current report on Form 8-K under the SEC Exchange Act on the Issue Date pursuant to Items 1.03, 2.01, 4.01, 4.02, and 5.01 of Form 8-K if it were subject to Section 13 or 15(d) of the Company had been a reporting company under the Exchange Act; provided, however, that no such current reports (or Items thereof or all or a portion of the Issuer financial statements that would have otherwise been required thereby) will be required to be furnished to the Trustee (or included in any furnished current report) if the Company determines in its good faith judgment that such event (or information) is not material to holders or the business, assets, operations, financial position or prospects of the Company and its Restricted Subsidiaries, taken as a whole, and, in addition, the Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes in addition to providing such information furnish to the Trustee (i) an exhibit or a summary of the terms or any employment or compensatory arrangement, agreement, plan or understanding between the Company or any of its Subsidiaries and any director, officer or manager of the holdersCompany or any of its Subsidiaries, in each case within 15 days after the time the Issuer (ii) copies of any agreements, financial statements or other items that would be required to file such be filed as exhibits to a current report on Form 8-K or (iii) any trade secrets, privileged or confidential information obtained from another Person and competitively sensitive information; in each case, in a manner that complies in all material respects with the SEC if it were requirements specified in such form, except as described above or below and subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding Circular; provided, however, that the foregoing, the Issuer Company shall not be required to (i) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein, (ii) provide any information that is not otherwise similar to information currently included in the Offering Circular, (iii) provide separate financial statements or other information contemplated by Rules 3-05, 3-09, 3-10 or 3-16 of Regulation S-X, or in each case any successor provisions or any schedules required by Regulation S-X or comply with the requirements of Regulation S-X or (iv) contain any “segment reporting.” In addition, notwithstanding the foregoing, the Company will not be required to (i) comply with Sections 302, 906 and 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, (ii) comply with rules or regulations promulgated by the SEC concerning Extensible Business Reporting Language (XBRL) or (iii) otherwise furnish any information, certificates or reports required by Items 307 or 308 307, 308, 402, 405, 406, 407 and 601 of Regulation S-K prior K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Company will be deemed to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer have satisfied its obligations with respect thereto at such time and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 Default with respect thereto shall be deemed to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parenthave been cured; provided that such financial information is accompanied by consolidating information that explains cure shall not otherwise affect the rights of the Holders under Section 6.1 hereof if Holders of at least 30.0% in reasonable detail aggregate principal amount of the differences between outstanding Notes have declared the information relating principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon requestcure. In addition, to the Issuer has agreed extent not satisfied by the foregoing, the Company shall agree that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Actare outstanding, it will shall furnish to the holders of the Notes Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(b) Delivery of reports, information and documents to the Trustee under this Indenture will be for informational purposes only and the information and the Trustee’s receipt of the foregoing shall not constitute actual or constructive notice of any information contained therein, or determinable from information contained therein, including the Company’s compliance with any of its covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). Notwithstanding The Trustee shall have no duty to monitor or confirm whether the foregoingCompany or any Parent Entity posts reports, information or documents on SEC’s website or otherwise, collect any such information from the SEC’s website or otherwise, or review or analyze reports delivered to it.
(c) Substantially concurrently with the furnishing of such information to the Trustee pursuant to Section 3.10(a), the Issuer Company shall also use its commercially reasonable efforts to post copies of such information required by Section 3.10(a) on a website (which may be nonpublic and may be maintained by the Company or a third party) to which access will be given to the Holders, prospective investors in the Notes (which prospective investors shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act or non-U.S. persons (as defined in Regulation S under the Securities Act) that certify their status as such to the reasonable satisfaction of the Company), and securities analysts and market making financial institutions that are reasonably satisfactory to the Company. To the extent the Company determines in good faith that it cannot make such reports available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, the Company shall furnish such reports to the Holders, upon their request. The Company may condition the delivery of any such reports to such Holders, prospective investors in the Notes and securities analysts and market making financial institutions on the agreement of such Persons to (i) treat all such reports (and the information contained therein) and information as confidential, (ii) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein) and information.
(d) The Company will participate in quarterly conference calls (which may be a single conference call together with investors and lenders holding other securities or Indebtedness of the Company, its Restricted Subsidiaries and/or any Parent Entity) to discuss results of operations. The conference call will be following the last day of each fiscal quarter of the Company and not later than twenty (20) Business Days from the time that the Company distributes the financial information as set forth in Section 3.10(a). No fewer than two days prior to the conference call, the Company will issue a press release or otherwise announce the time and date of such conference call and providing instructions for Holders, prospective investors in the Notes, securities analysts and market making financial institutions to obtain access to such call.
(e) The Company may satisfy its obligations pursuant to this Section 3.10 with respect to financial information relating to the Company by furnishing financial information relating to a Parent Entity; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent Entity (and other Parent Entities included in such information, if any), on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited.
(f) Notwithstanding anything to the contrary set forth in this Section 3.10, if the Company or any Parent Entity has furnished to the Holders of Notes or filed with the SEC the reports described in this Section 3.10 with respect to the Company or any Parent Entity, the Company shall be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance compliance with the provisions of such Registration Rights Agreement, and this Section 3.10.
(g) The Trustee shall have no duty to determine whether any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth filings or postings described in this Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s website3.10 have been made.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (and provide make available to the Trustee and holders with copies thereofHolders of the Notes (without exhibits), without cost to each holderany Holder, within 15 days after it the Issuer files them with the SEC)) from and after the Issue Date,
(i1) within the 90 days (or any other time period specified then in effect under the SEC’s rules and regulations for of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filersfiler), plus any extension as would be permitted by Rule 12b-25, after the end of each fiscal year, annual reports on Form 10-K (K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form;
(2) within 45 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer), except that such report plus any extension as would be permitted by Rule 12b-25, after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-K (Q, or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (Q, or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,;
(iii3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (K, or any successor or comparable form), ; and
(iv4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; providedin each case, however, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will shall make available such information to prospective purchasers of Notes Notes, in addition to providing such information to the Trustee and the holdersHolders of the Notes, in each case within 15 days after the time the Issuer would be required to file such information with the SEC SEC, if it were subject to Section 13 or 15(d) of the Exchange Act. Delivery of such reports, subjectinformation and documents to the Trustee is for informational purposes only, in and the case Trustee’s receipt of such shall not constitute constructive notice of any such informationinformation contained therein, certificates or reports provided prior including the Issuer’s compliance with any of its covenants hereunder (as to which the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, Trustee is entitled to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statementrely exclusively on Officer’s Certificates).
(b) In the event that:
(i) the rules and regulations For purposes of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In additioncovenant, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will shall be deemed to have furnished such reports referred to above provided a required report to the Trustee and the holders Holders if the Issuer it has timely filed such reports report with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes (or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s websitesuccessor system).
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall be required to file with the SEC (and SEC, or provide the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC),Holders with:
(i1) within 90 days (or the successor time period specified then in effect under the SEC’s rules and regulations Exchange Act for a non-accelerated filersfiler plus any grace period provided by Rule 12b-25 under the Exchange Act) after the end of each fiscal year, annual reports of the Issuer on Form 10-K (K, or any successor or comparable form;
(2) containing the information required to be contained therein within 45 days (or required the successor time period then in such successor or comparable formeffect under the Exchange Act for a non-accelerated filer plus any grace period provided by Rule 12b-25 under the Exchange Act) after the end of each of the first three fiscal quarters of each fiscal year (commencing with the fiscal quarter ending March 31, 2017), except that such report quarterly reports of the Issuer on Form 10-K (Q, or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,; and
(ii3) within the time period periods specified for filing Current Reports on Form 8-K after the occurrence of each event that would have been required to be reported in a Current Report on Form 8-K under the SEC’s rules and regulations for non-accelerated filersExchange Act if the Issuer had been a reporting company under the Exchange Act, current reports on Form 108-Q (K, or any successor or comparable form) containing the information ; provided that no such Current Reports shall be required to be contained therein filed or provided that are not material to the interests of Holders in their capacities as such (as determined in good faith by the Issuer) or required in such successor the business, assets, operations, financial positions or comparable form), except that in the case prospects of the quarters ending in fiscal year 2010 Issuer and the Restricted Subsidiaries, taken as a whole. Notwithstanding the foregoing, (A) none of the foregoing reports shall be required to (i) contain the separate financial information for Guarantors and non-guarantor subsidiaries contemplated by Rule 3-10 or 2011, such report on 3-16 of Regulation S-X promulgated by the SEC or (ii) present any information required by Item 9A of Form 10-Q K, Items 307 or 308 of Regulation S-K (or, in each case, any successor item or provision in respect thereof) or any successor other rule or comparable formregulation implementing Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or by Item 402 of Regulation S-K and (B) will not be required until if any direct or indirect parent company of the earlier Issuer is a Guarantor of (x) the 60th day following Notes, the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event reports, information and other documents required to be therein reported filed and provided as described above may be those of a parent Issuer, rather than those of the Issuer, so long as such filings would otherwise satisfy in all material respects the requirements of clauses (and in any event within the time period specified in the SEC’s rules and regulations1), (2) or (3) above; provided that if such parent company holds material assets (other than cash, Cash Equivalents and the Capital Stock of the Issuer and Restricted Subsidiaries) such annual and quarterly reports shall include a reasonable explanation of the material differences between the assets, liabilities and results of operations of such parent company and its consolidated Subsidiaries on Form 8-K the one hand, and the Issuer and the Restricted Subsidiaries on the other hand. Delivery of such reports to the trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (or any successor or comparable formas to which the Trustee is entitled to rely exclusively on Officer’s Certificates), and.
(ivb) any other informationNotwithstanding anything herein to the contrary, documents and other reports which (A) the Issuer would shall not be required deemed to file have failed to comply with any of its obligations described under this Section 4.03 for purposes of Section 6.01(a)(3) until 60 days after the SEC if it were subject to Section 13 or 15(ddate any such report is due hereunder and (B) of the Exchange Act; provided, however, that the Issuer shall not be so obligated to file such reports with the SEC (i) if the SEC does not permit such filingfiling and (ii) subject to clause (A) of this sentence, in which event the Issuer will make makes available such the applicable information to prospective purchasers of Notes upon request, in addition to providing such information to the Trustee and the holdersTrustee, in each case case, within 15 days after the time applicable date the Issuer would be required to file such information with pursuant to the SEC if it were subject to Section 13 or 15(d) first paragraph of this section. To the Exchange Act, subject, in the case of extent any such informationinformation is not so filed or furnished, certificates as applicable, within the time periods specified above and such information is subsequently filed or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statementfurnished, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoingas applicable, the Issuer shall not be required deemed to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer have satisfied its obligations with respect thereto at such time and any direct Default or indirect parent Event of Default (unless the Issuer to report Notes have been accelerated at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(iitime) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect thereto shall be deemed to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other handhave been cured.
(c) In additionIf the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary, then the annual and quarterly information required by Section 4.03(a) shall include information (which need not be audited or reviewed by the Issuer’s auditors) regarding such Unrestricted Subsidiaries substantially comparable to the financial information of the Unrestricted Subsidiaries presented in the Offering Memorandum under “Summary—Market Sectors—Non-Aviation Leasing”; provided that no such information shall be required if such financial information is not material compared to the applicable financial information of the Issuer and its Subsidiaries on a consolidated basis or if such Unrestricted Subsidiaries are not material to the Issuer and its Subsidiaries on a consolidated basis.
(d) So long as the Notes are outstanding and the reports required to be delivered under this Section 4.03 are not filed with the SEC, the Issuer will make such information available shall maintain a website (that, at the option of the Issuer, may be password protected) to which Holders, prospective investors investors, broker-dealers and securities analysts are given access promptly upon request. In additionrequest and to which all the reports required by this Section 4.03 are posted.
(e) To the extent not satisfied by the reports referred to in Section 4.03(a), the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will shall furnish to the holders of the Notes and to Holders, prospective investors, broker-dealers and securities analysts, upon their request, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. Notwithstanding the foregoing.
(f) The Trustee shall have no obligation to determine whether or not such information, the Issuer will be deemed to have furnished such documents or reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of in this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated have been filed by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s website.
Appears in 1 contract
Sources: Indenture (Fortress Transportation & Infrastructure Investors LLC)
Reports and Other Information. (a) Notwithstanding that the Issuer Issuers may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall Issuers will, to the extent permitted by the Exchange Act, beginning with the first required filing after the Exchange Offer, file with the SEC (and provide the Trustee and holders the Holders of the Notes with copies thereof, without cost to each holderHolder, within 15 days after it files them filing with the SEC),
(i) within 90 days after the time end of each fiscal year (or such shorter period specified in as may be required by the SEC’s rules and regulations for non-accelerated filers), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(ii) within 45 days after the time end of each of the first three fiscal quarters of each fiscal year (or such shorter period specified in as may be required by the SEC’s rules and regulations for non-accelerated filers), reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in for filing current reports on Form 8-K by the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer Issuers would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer Issuers will make available such information to prospective purchasers of Notes Notes, in addition to providing such information to the Trustee and the holdersHolders, in each case within 15 days after the time the Issuer Issuers would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(bA) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes Exchange Offer or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights AgreementStatement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act and such registration statement and/or amendments thereto are filed at times that otherwise satisfy (B) audited financial statements relating to periods subsequent to the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would Issue Date will not be required to be presented on a side-by-side or comparative basis with any of the Company's financial statements audited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP.
(b) In addition, beginning with the quarter ended March 29, 2003, until the Issuers have filed with the SEC the Exchange Offer Registration Statement and/or Shelf Registration Statement, the Issuers will make available to Holders of the Notes within 60 days after the end of each fiscal quarter and within 90 days after the end of each fiscal year, financial statements and a management's discussion and analysis for each such period similar to that which would be included in a Form 10-Q or Form 10-K, as applicable; provided, however that the Company will not be required to provide separate financial statements or a management's discussion and analysis for fiscal year 2002. Notwithstanding the foregoing, any historical fi- nancial statements provided pursuant to this Section 4.18(b) relating to periods during which the Company retained ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP to act as its independent auditor need not provide any more detail or be in a different form than the financial statements relating to such periods contained in the Offering Memorandum. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the holders on Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s website's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).
Appears in 1 contract
Sources: Indenture (Universal City Development Partners LTD)
Reports and Other Information. (a) Notwithstanding that the Issuer Parent may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer Parent shall file with the SEC (and provide the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC),:
(i) within 90 days after the time period specified in the SEC’s rules and regulations for non-accelerated filersend of each fiscal year, annual reports on Form 10-K (K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,;
(ii) within 45 days after the time period specified in end of each of the SEC’s rules and regulations for non-accelerated filersfirst three fiscal quarters of each fiscal year, reports on Form 10-Q (containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form;
(iii) containing within five (5) Business Days of the information date on which an event would have been required to be contained therein (reported on a Form 8-K or required in such any successor or comparable form)form if Parent had been a reporting company under the Exchange Act, except that in the case of the quarters ending in fiscal year 2010 or 2011, a current report relating to such report event on Form 108-Q (K or any successor or comparable form) will not be required until ; in each case, in a manner that complies in all material respects with the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period requirements specified in the SEC’s rules such form (except as described above or below and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes in addition to providing such information to the Trustee and the holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such required financial information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding , to the foregoingextent filed within the times specified above); provided, the Issuer that Parent shall not be required so obligated to furnish any information, certificates file such reports with the SEC (A) if the SEC does not permit such filing or reports required by Items 307 or 308 of Regulation S-K (B) prior to the consummation of an exchange offer or the effectiveness of a Shelf Registration Statement as required by the Registration Rights Agreement, in which event Parent shall make available such information to the Trustee, the Holders of the Notes and prospective purchasers of Notes, in each case within 15 days after the time Parent would be required to file such information with the SEC, if it were subject to Sections 13 or 15(d) of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon requestAct. In addition, to the Issuer has agreed extent not satisfied by the foregoing, Parent agrees that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Actare outstanding, it will furnish to the holders of the Notes Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act; provided, further, that any report required to be delivered under clause (i) or (ii) of this Section 4.03(a) prior to the completion of the first full fiscal year following the Issue Date shall not be required to comply with Regulation S-X or contain all purchase accounting adjustments relating to the Transactions to the extent it is not practicable to include any such adjustments in such report.
(b) Notwithstanding anything herein to the contrary, Parent will not be deemed to have failed to comply with any of its obligations hereunder for purposes of Section 6.01(a)(iii) hereof until 90 days after the receipt of the written notice delivered thereunder. Notwithstanding To the foregoingextent any information is not provided within the time periods specified in this Section 4.03 and such information is subsequently provided, the Issuer Parent will be deemed to have furnished satisfied its obligations with respect thereto at such reports referred to above to the Trustee time and the holders if the Issuer has filed such reports any Default with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 respect thereto shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s websitehave been cured.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that the Issuer Parent may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer Parent shall file with the SEC (and provide the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC),:
(i) within 90 days after the time period specified in the SEC’s rules and regulations for non-accelerated filersend of each fiscal year, annual reports on Form 10-K (K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form), except that such report on Form 10-K (or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,;
(ii) within 45 days after the time period specified in end of each of the SEC’s rules and regulations for non-accelerated filersfirst three fiscal quarters of each fiscal year, reports on Form 10-Q (containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form;
(iii) containing within five (5) Business Days of the information date on which an event would have been required to be contained therein (reported on a Form 8-K or required in such any successor or comparable form)form if Parent had been a reporting company under the Exchange Act, except that in the case of the quarters ending in fiscal year 2010 or 2011, a current report relating to such report event on Form 108-Q (K or any successor or comparable form) will ; in each case, in a manner that complies in all material respects with the requirements specified in such form (except as described above or below and subject, in the case of required financial information, to exceptions consistent with the presentation of financial information in the Offering Memorandum, to the extent filed within the times specified above); provided, that Parent shall not be required until to provide the earlier type of (x) the 60th day following the end information contemplated by Rule 3-10 of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior Regulation S-X with respect to such date,
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (separate financial statements for Guarantors or any financial statements for unconsolidated subsidiaries or 50% or less owned persons contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case, any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Actprovisions; provided, howeverfurther, that the Issuer Parent shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer Parent will make available such information to the Trustee, the Holders of the Notes and prospective purchasers of Notes in addition to providing such information to the Trustee and the holdersNotes, in each case within 15 days after the time the Issuer Parent would be required to file such information with the SEC SEC, if it were subject to Section Sections 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Note Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, the Issuer will make such information available to prospective investors upon request. In addition, to the Issuer has agreed extent not satisfied by the foregoing, Parent agrees that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Actare outstanding, it will furnish to the holders of the Notes Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(b) Notwithstanding anything herein to the contrary, Parent will not be deemed to have failed to comply with any of its obligations hereunder for purposes of Section 6.01(a)(iii) hereof until 90 days after the receipt of the written notice delivered thereunder. Notwithstanding To the foregoingextent any information is not provided within the time periods specified in this Section 4.03 and such information is subsequently provided, the Issuer Parent will be deemed to have furnished satisfied its obligations with respect thereto at such reports referred to above to the Trustee time and the holders if the Issuer has filed such reports any Default with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 respect thereto shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s websitehave been cured.
Appears in 1 contract