Board Observation Rights. To the extent the Combination Closing Date has occurred, Required Purchasers shall be entitled to designate one observer (the “Board Observer”) to attend any regular meeting (a “BOD Meeting”) of the Board of Directors of the Acquiror (or, in each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the Acquiror at any such meetings. The Board Observer shall be timely notified of the time and place of any BOD Meetings and will be given written notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Acquiror as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting). The Board Observer shall have the right to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Acquiror in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and the Board Observer shall keep such materials and information confidential in accordance with Section 12.07. The Issuer shall reimburse the Board Observer for all reasonable out-of-pocket costs and expenses incurred in connection with its participation in any such BOD Meeting. Notwithstanding the foregoing, the Issuer may exclude Board Observer from access to any material or meeting or portion thereof if: (i) the Board of Directors concludes in good faith, upon advice of the Acquiror’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Acquiror or any of its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board or Directors, independent auditors and/or legal counsel, as the Board of Directors may designate and such limitation is reasonably necessary with respect to the applicable matters, or (iii) such exclusion is necessary to avoid a conflict of interest between the Acquiror on the one hand and ...
Board Observation Rights. Cause Comvest (provided that, in the event that none of Comvest, its Affiliates and or Related Funds is a Lender, then the Lender with the then greatest Pro Rata Share of all of the Term Loan shall have the rights afforded to Comvest under this Section 5.13 and all references in this Section 5.13 to Comvest shall be deemed to be a reference to such Lender) to have the right to designate one representative, who shall: (a) receive prior notice (no later than such notice is given to the members of the board of directors (or other comparable body), the equityholders, and the committee members, as applicable) of all meetings (both regular and special) of the board of directors (or other comparable body) and of the equityholders of each Loan Party and each committee of any such board of directors (or other comparable body); (b) be entitled to attend (or, at the option of such representative, monitor by telephone) all such meetings; (c) receive all notices, information, reports and minutes of meetings, which are furnished (or made available) to the members of any such board of directors (or other comparable body) and/or committee and/or equityholders in their respective capacities as such at the same time and in the same manner as the same is furnished (or made available) to such members and equityholders; and (d) be entitled to participate in all discussions conducted at such meetings; provided, however, that if, and to the extent, an issue is to be discussed or otherwise arises at any meeting of the board of directors (or comparably body) of any Loan Party which, in the reasonable good faith judgment of such board of directors (or comparable body) is not appropriate to be discussed in the presence of such representative of Comvest in order to avoid a conflict of interest with respect to a material matter on the part of such non-voting observer or, upon and consistent with the advice of legal counsel to the Loan Parties, is necessary to preserve an attorney-client privilege with respect to any matter, then to the extent a discussion of such issue would cause such a conflict of interest or would result in the loss of such attorney-client privilege, such issue may be discussed without such representative of Comvest present, and such representative of Comvest may be excluded from distribution of applicable portions of related materials or related draft resolutions or consents. If any action is proposed to be taken by any such board of directors (or other comparable...
Board Observation Rights. As long as the aggregate amount of the then outstanding Term Loans held by GC-Cap and/or its Affiliates is at least forty percent (40%) of the aggregate amount of the sum of (a) the Term Loan funded by GC-Cap and/or its Affiliates on the Original Closing Date plus (b) the Term Loan funded by GC-Cap and/or its Affiliates on the Restatement Effective Date, each of Parent Holdco and Borrower shall allow one non-voting representative designated by Agent to attend and participate in all meetings and other activities of the board of directors or equivalent governing body of such Person, excluding all committees and sub-committees thereof (each, a “Board Observer”); provided, that such Board Observer shall have executed a customary confidentiality agreement. Parent Holdco or Borrower, as applicable, shall (i) give Agent notice of all such meetings, at the same time as furnished to the members of such governing body, (ii) provide to the Board Observer all notices and board packages furnished to the members of such governing body, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to the members of such governing body, (iii) notify the Board Observer and permit such Board Observer to participate by telephone in, emergency meetings of such governing body, and (iv) provide the Board Observer copies of the minutes of all such meetings at the time such minutes are furnished to the members of such governing body. Notwithstanding the foregoing, Parent Holdco or Borrower shall be entitled to (x) exclude the Board Observer from any portion of any meeting or telephone call (i) consisting of an executive session, (ii) when the governing body discusses any matters relating to this Agreement, the Other Documents, the Revolving Loan Documents, or Parent Holdco’s or Borrower’s relationship with the Agent or the Lenders, or (iii) if and to the extent Parent Holdco or Borrower reasonably believes that the Board Observer’s presence at or participation in such meeting or telephone conference (or any portion thereof) may create a conflict of interest for the Board Observer or affect the attorney/client or a similar privilege of any of the Loan Parties and their legal advisors, and (y) withhold from the Board Observer information delivered to the governing body prior to any such meeting to the extent such information relates to any of the foregoing.
Board Observation Rights. Whenever, at any time or times, dividends on the shares of Designated Preferred Stock have not been declared and paid in full within five (5) Business Days after each Dividend Payment Date for an aggregate of five (5) Dividend Periods or more, whether or not consecutive, the Issuer shall invite a representative selected by the holders of a majority of the outstanding shares of Designated Preferred Stock, voting as a single class, to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors in connection with such meetings; provided, that the holders of the Designated Preferred Stock shall not be obligated to select such a representative, nor shall such representative, if selected, be obligated to attend any meeting to which he/she is invited. The rights of the holders of the Designated Preferred Stock set forth in this Section 7(b) shall terminate when full dividends have been timely paid on the Designated Preferred Stock for at least four consecutive Dividend Periods, subject to revesting in the event of each and every subsequent default of the character above mentioned.
Board Observation Rights. From and after the Restatement Date, Holdings shall permit one authorized representative designated by the Requisite Lenders and notified in writing to Holdings (each, a “PLBY Board Observer”) to attend and participate (in the capacity of a non-voting observer) in all meetings of Holdings’ Board of Directors (the “PLBY Board”), whether in person, by telephone, or otherwise. Holdings shall provide such PLBY Board Observers the same notice of all such meetings and copies of all such meeting materials distributed to members of the PLBY Board concurrently with provision of such notice and materials to the PLBY Board; provided, however, that each such PLBY Board Observer (i) prior to attendance and participation at meetings of the PLBY Board, shall be subject to customary background checks, execution of a customary non-disclosure agreement, and execution of any other documentation reasonably required by the Borrower, (ii) shall hold all information and materials disclosed or delivered to such PLBY Board Observer in confidence in accordance with but subject to the provisions of Section 10.17 and (iii) may be excluded from access to any material (or such materials may be redacted) or meeting or portion thereof (A) if the PLBY Board determines in good faith, with advice from legal counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or if such PLBY Board Observer’s access or attendance could materially and adversely affect the PLBY Board’s fiduciary duties, (B) if such material relates to, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans or the Credit Documents, or (C) during any executive session of the PLBY Board. The Credit Parties shall reimburse the PLBY Board Observer for all reasonable and documented out-of-pocket costs and expenses incurred in connection with its participation in any meeting of the PLBY Board. If it is proposed that any action be taken by written consent in lieu of a meeting of the PLBY Board, Holdings shall provide such PLBY Board Observers a copy of the written consent at the time such written consent is distributed to members of the PLBY Board. The PLBY Board Observers shall be free to contact the members of the PLBY Board and discuss the proposed written consent.
Board Observation Rights. Borrower shall notify Lender in writing at least 10 Business Days in advance of the time and place of any regularly scheduled meeting, or as soon as reasonably possible of any unscheduled meeting, of the Board of Directors or any similar governing body of Borrower or any Subsidiary (including without limitation telephone, conference call, and video meetings), and Lender shall have the right to have a representative attend all meetings of the Board of Directors of any similar governing body of Borrower or any Subsidiary (including without limitation telephone, conference call, and video meetings), in a nonvoting-observer capacity; provided, however, that such representative shall agree to hold in confidence and trust all information so provided; and provided further, that the Borrower reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could reasonably be expected to adversely affect the attorney-client privilege between the Borrower and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such representative is a competitor of the Borrower. Borrower shall give Lender copies of all notices, minutes, consents and other materials Borrower or any Subsidiary provides to its directors in connection with said meetings, at the same time such materials are provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust all information so provided; and provided further, that the Borrower reserves the right to withhold any information if access to such information could reasonably be expected to adversely affect the attorney-client privilege between the Borrower and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such representative is a competitor of the Borrower. Any information provided to Lender shall be subject to the confidentiality provisions of Section 8.3 of this Agreement.
Board Observation Rights. For so long as fifty percent (50%) of the principal amount of the Note is outstanding, the Purchaser will be entitled to the following board observation rights (“Board Observation Rights”): The Company shall permit one representative of the Purchaser to attend all in-person and telephonic meetings of the board of directors (excluding any committee meetings of the Board of Directors) of the Company (the “Board of Directors”) in a non-voting observer capacity, which observation right shall include the ability to observe discussions of the Board of Directors, and shall provide such representative with copies of all notices, minutes, written consents, and other materials that it provides to members of the Board of Directors, at the time it provides them to such members. The observation right may be exercised in person or via telephone or videophone participation. The Purchaser agrees, on behalf of itself and any representative exercising the observation rights set forth herein, that so long as it shall exercise its observation right (i) it shall hold in strict confidence pursuant to a confidentiality and non-disclosure agreement (in form and substance satisfactory to the Purchaser) all information and materials that it may receive or be given access to in connection with meetings of the Board of Directors and to act in a fiduciary manner with respect to all information so provided (provided that this shall not limit its ability to discuss such matters with its officers, directors or legal counsel, as necessary), and (ii) the Board of Directors may withhold from it certain information or material furnished or made available to the Board of Directors or exclude it from certain confidential “closed sessions” of the Board of Directors if the furnishing or availability of such information or material or its presence at such “closed sessions” would jeopardize such Company’s attorney-client privilege or if the Board of Directors otherwise reasonably so requires. The Board Observation Rights set forth in this Section 6.17 shall automatically terminate and be of no further force or effect upon the earlier of (A) the indefeasibly payment in full of all Obligations (as defined in the Master Security Agreement) for indebtedness, or (B) until less than fifty percent (50%) of the principal amount of the Note is outstanding.
Board Observation Rights. Fourth Third shall have the right to appoint a single observer to the board of directors or similar governing body of each Loan Party (the “Board of Directors”), who shall be entitled to attend (or at the option of such observer, monitor by telephone) all meetings of such Board of Directors and each committee of such Board of Directors, but shall not be entitled to vote, or to influence any vote, and who shall receive all reports, meeting materials, notices, written consents, and other materials as and when provided to the members of such Board of Directors. The Loan Parties shall reimburse Fourth Third for the reasonable travel expenses incurred by any such observer appointed by Fourth Third in connection with attendance at or participation in meetings of such Loan Party’s Board of Directors to the extent consistent with such Loan Party’s policies of reimbursing directors generally for such expenses.
Board Observation Rights. For so long as the Xxxxx Indemnified Parties own together at least 200 million shares of VIASPACE Common Stock, VIASPACE hereby grants to Xxxxx the right to appoint two individuals to serve as non-voting observers (each, a “Non-Voting Observer”) to the VIASPACE Board and any committee thereof. In the event of a vacancy caused by the resignation or other cessation of service of any Non-Voting Observer, Xxxxx shall have the right to appoint a new Non-Voting Observer in substitution thereof. Any Non-Voting Observer shall be permitted to attend meetings of each of the VIASPACE Board and each such committee in person or telephonically, at the option of the Non-Voting Observer. Each Non-Voting Observer shall be entitled to be present at all meetings of the VIASPACE Board and each committee thereof and such observer shall be notified of any meeting of the VIASPACE Board or committee, including such meeting’s time and place, in the same manner as Directors, and shall have the same access to information (including any copies of all materials disseminated to the Directors or members of the committees thereof), including, without limitation, with respect to the business and operations of VIASPACE, and at the same time as the Directors, and shall be entitled to participate in discussions and consult with, and make proposals and furnish advice to, the Directors or committee without voting. The VIASPACE Board hold at least one meeting (each a “Quarterly Meeting”) on a date during each fiscal quarter. Within a reasonable time after each Quarterly Meeting, VIASPACE shall cause minutes of such Quarterly Meeting to be delivered to the Directors and each Non-Voting Observer. VIASPACE will notify each Non-Voting Observer of each meeting of the VIASPACE Board reasonably in advance of, and in any event, at least ten (10) business days prior to, any such meeting, unless such meeting is convened to address an emergency matter requiring immediate attention of the VIASPACE Board, in which case the notice of such meeting may be given within the time period provided for such notices in the governing Organizational Documents (but in no event less than 48 hours prior to such meeting). The Non-Voting Observer will agree to comply with VIASPACE’s confidentiality and xxxxxxx xxxxxxx policy applicable to all directors. Notwithstanding the foregoing, the Non-Voting Observer will be excluded from meetings, and the right of the Non-Voting Observer to receive materials will be restricted, (x) ...
Board Observation Rights. Quantum shall permit one authorized representative of the Lenders to attend and participate (in the capacity of a non-voting observer) in all meetings of its Board of Directors (the “Quantum Board”), whether in person, by telephone, or otherwise. Quantum shall provide such representative the same notice of all such meetings and copies of all such meeting materials distributed to members of the Quantum Board concurrently with provision of such notice and materials to the Quantum Board; provided, however, that such representative (i) shall hold all information and materials disclosed or delivered to such representative in confidence in accordance with but subject to the provisions of Section 16.15 and (ii) may be excluded from access to any material or meeting or portion thereof if (A) the Quantum Board determines in good faith, with advice from legal counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or if such representative’s access or attendance could materially and adversely affect the Quantum Board’s fiduciary duties or (B) such material relates to, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans or an executive session of the Quantum Board. The Loan Parties shall pay such representative’s reasonable and documented out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) in connection with such representative’s attendance at such meetings to the extent consistent with Quantum’s policies of reimbursing directors generally for such expenses. If it is proposed that any action be taken by written consent in lieu of a meeting of the Quantum Board, Quantum shall provide such representative a copy of the written consent at the time such written consent is distributed to members of the Quantum Board. The representative shall be free to contact the members of the Quantum Board and discuss the proposed written consent.
