consummation of the initial public offering of the Company, (ii) such time, on or after the initial public offering of the Company, as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holders shares during a ninety-day period without registration, (iii) upon a Liquidation Transaction (as defined in the Restated Certificate), or (iv) upon termination of this Agreement, as provided in Section 3.1.
2. Covenants of the Company.
2.1 Financial Information. The Company will furnish the following reports to each Major Investor:
(a) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred eighty (180) days after the end of each fiscal year of the Company, a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, in each case prepared in accordance with U.S. generally accepted accounting principles, and audited and certified by a nationally recognized public accounting firm selected by the Company and reasonably acceptable to the Investors.
(b) As soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within sixty (60) days after the end of the first, second, and third quarterly accounting periods in each fiscal year of the Company, an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such period.
(c) Within 30 days after the end of each month, an unaudited income statement and statement of cash flows and balance sheet for and as of the end of such month, in reasonable detail.
(d) As soon as practical, but in any event prior to 60 days before the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, and, if and when distributed to the Companys Board of Directors, any other updated or revised budgets for such fiscal year prepared by or for the Company.
2.2 Right of First Offer. Subject to the terms and conditions specified in this Section 2.2, the Company hereby grants to each Major Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.2, Major Investor includes any general partners, managing members and affiliates of a Major Investor, including Affiliated Funds. A Major Investor who chooses to exercise the right of first offer may designate as purchasers under such right itself or its partners or affiliates, including Affiliated Funds, in such proportions as it deems appropriate.
Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock (Shares), the Company shall first make an offering of such Shares to each Major Investor in accordance with the following provisions: