quarterly) and other required reports, including such information required in order to make the adjustments in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board; and
All financial statements and other information provided pursuant to this Section 0 shall be prepared (to the extent applicable) in accordance with generally accepted accounting principles (GAAP) and, to the extent required, audited by a firm of Independent Certified Public Accountants. Such financial statements and other information shall reflect any adjustments or modifications reasonably requested by the Shareholder, which are necessary for the Shareholder to comply with accounting standards and reporting requirements applicable to it under the Securities Law.
Rights to Other Information.
During the Rights Period, in the event that information with respect to the Company which is, required to be disclosed under the Securities Law (including but not limited to: any immediate report of the Shareholder, in any periodic report of the Shareholder or any prospectus/shelf reports or similar document prepared in connection with any public offerings of any kind of the Shareholder) (Material Information), then the Company shall provide such Material information to the Shareholder within a reasonable period to enable the Shareholder to comply with its reporting obligations under the Securities Law.
During the Rights Period, in the event that the Company and/or the Shareholder become aware of any Material Information relating to the Company, then the Company will provide to the Shareholder any such Material Information in order for the Shareholder to comply with its disclosure obligations under the Securities Law.
The obligations of the Company under Sections 0 and 0 above shall be solely to the extent that (x) providing such information may not jeopardize the Companys attorney-client privilege or cause the Company or any subsidiary thereof to be in violation of any applicable law, and (y) the specific information which is required to be delivered to the Shareholder under this Section 00 does not relate to specific events, occurrences or circumstances with respect to which there is a conflict of interest between the Company and the Shareholder.
The Company will send the Shareholder a written notice with a description of the Material Information (including all the relevant facts) and the Shareholder shall provide a draft of its proposed disclosure to the Company in advance of such disclosure so that, to the extent reasonably possible, the Company has a reasonable period of time to review and comment on such disclosure. The Shareholder shall exert reasonable efforts to revise its disclosure on matters relating to the Company based on any comments provided by the Company to such draft proposed disclosure.
The Shareholder shall use reasonable efforts, in the event that disclosure under the Securities Law is required with respect to information provided by the Company under this Section 0, to limit the disclosure to the minimum scope necessary.
During the Rights Period, you shall cooperate with us in order to assist us in meeting our obligations under the US SOX and/or Israeli SOX.
Successors and Assigns. The rights and obligations under this Agreement may not be assigned by either party hereto without the consent of the other party.
Governing Law; Jurisdiction. This Letter and any controversy arising out of or relating to this Letter shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware.