Common use of Board Observation Rights Clause in Contracts

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. Borrower shall notify Lender For so long as the Wellington Unit Threshold is met, the Wellington Members may designate one observer (the “Wellington Observer”) to attend 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 nonvoting observer capacity all meetings of the Board, any committee of the Board and any board of Directors directors or board of managers (and any committees thereof) of any similar governing body of Borrower or any Subsidiary (including without limitation telephoneMaterial Subsidiary, conference call, and video meetings)and, in a nonvoting-observer capacity; providedthis respect, however, that such representative the Company shall agree to hold in confidence and trust all information so provided; and provided further, that provide 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 Wellington Observer copies of all notices, minutes, consents consents, and other materials Borrower or any Subsidiary material that it provides to its the members of the Board, any committee of the Board and any board of directors in connection with said meetings, or board of managers (and any committees thereof) of any Material Subsidiary at the same time such materials are material is provided to such directorsmembers; provided, however, that such representative shall agree to hold in confidence and trust all information so provided; and provided further, that the Borrower Company reserves the right to withhold any information if exclude the Wellington Observer from access to any material or meeting or portion thereof if the Company believes upon advice of counsel that such information could exclusion is reasonably be expected necessary to adversely affect preserve the attorney-client privilege between privilege. To the Borrower extent the information and other material furnished to the Wellington Observer pursuant to this Section 9.4 constitutes or contains Confidential Information, the Wellington Members covenant that they will use due care to prevent its officers, directors, partners, employees, trustees, counsel, accountants and other representatives from disclosing such Confidential Information to Persons other than their respective authorized employees, counsel, accountants, stockholders, beneficiaries, partners, limited partners and other authorized representatives and any other person permitted under Section 8.1(a); provided, however, that the Wellington Members may disclose or deliver any information should they be advised by counsel that such disclosure or result delivery is required by law, regulation or judicial or administrative order or should the Company consent in writing to such disclosure or delivery. “Due care” means the same level of trade secrets care that a Wellington Member would use to protect the confidentiality of sensitive or a conflict of interest, or if such representative is a competitor proprietary information regarding its other investments that are subject to similar confidentiality agreements. Any material to be provided to the Wellington Observer shall be sent solely to the address and department listed next to the signatures of the BorrowerWellington Purchasers, and such material shall not be sent to any other Person on behalf of the Wellington Observer without the prior written consent of a member of such department. Any If any of such material contains material, non-public information provided to Lender (under applicable securities laws) about any other entity with publicly traded securities, the Company shall be subject to the confidentiality provisions of Section 8.3 of this Agreementidentify such information as such.

Board Observation Rights. Borrower shall notify Lender in writing at least 10 Business Days in advance Following the Closing, for so long as a Sandler Purchaser, together with its Affiliates and Persons who share a common discretionary investment adviser with such Sandler Purchaser, owns 1% or more of all of the time and place outstanding shares of Common Stock (counting for such purposes all shares of Common Stock into or for which any regularly scheduled meeting, securities owned by such Sandler Purchaser are directly or as soon as reasonably possible of any unscheduled meeting, of the Board of Directors indirectly convertible or any similar governing body of Borrower exercisable) or any Subsidiary (including without limitation telephone, conference call, and video meetings), and Lender shall have the right until Sandler X’Xxxxx Asset Management no longer wants to have a Board Observation Rights, Sandler X’Xxxxx Asset Management shall be entitled to have one (1) representative attend (either in person or telephonically) all meetings of the Board of Directors of any similar governing body the Company in a nonvoting observer capacity, which will include the right and ability to participate in discussions of Borrower or any Subsidiary (including without limitation telephonethe Board, conference callthe right to receive notice of all meetings of the Company’s Board of Directors and the right to receive copies of all notices, minutes, written consents, and video meetings)other materials that it provides to members of the Board, in a nonvoting-observer capacityat the same time so provided to the Board; provided, howeverthat Sandler X’Xxxxx Asset Management shall, that such representative and shall agree cause each of its representatives who may have access to any of the information made available at any meeting of the Company’s Board of Directors or provided by the Company to its Board of Directors, hold in confidence and trust all information so providednot disclose or use, directly or indirectly, any such information, other than in connection with Sandler X’Xxxxx Asset Management’s investment in the Company; and provided further, that the Borrower Company reserves the right not to withhold any provide information to Sandler X’Xxxxx Asset Management or its representatives and to exclude such representative them from any meeting or portion thereof if access to such information or attendance at such meeting could reasonably be expected to by them would adversely affect the attorney-client privilege between the Borrower Company and its counsel or result in disclosure if any of trade secrets Sandler X’Xxxxx Asset Management or its representatives is or becomes a conflict of interestcompetitor, or if such representative is affiliated in any manner with a competitor competitor, of the Borrower. Borrower shall give Lender copies of all notices, minutes, consents and other materials Borrower or any Subsidiary provides Company (but must disclose 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, Sandler X’Xxxxx Asset Management that the Borrower reserves the right to withhold any information if access to Board is having 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 Agreementmeeting).

Board Observation Rights. Borrower Until such time as all Obligations have been indefeasibly paid in full, the Creditor Parties will be entitled to the following board observation rights (“Board Observation Rights”): each Company shall notify Lender in writing at least 10 Business Days in advance permit one representative 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 Creditor Parties to have a representative attend all meetings of the board of directors of such Company (the “Board of Directors Directors”) in a non-voting observer capacity, which observation right shall include the ability to observe discussions of any similar governing body the Board of Borrower or any Subsidiary (including without limitation telephone, conference callDirectors, and video meetings), in a nonvoting-observer capacity; provided, however, that shall provide 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 with copies of all notices, minutes, consents written consents, and other materials Borrower or any Subsidiary 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. Each Creditor Party agrees, on behalf of itself and any representative exercising the observation rights set forth herein, that so long as it shall exercise its directors observation right (i) it shall hold in strict confidence pursuant to a confidentiality and non-disclosure agreement (in form and substance satisfactory to each Creditor Party) all information and materials that it may receive or be given access to in connection with said meetings, at meetings of the same time such materials are provided Board of Directors and to such directors; provided, however, that such representative shall agree act in a fiduciary manner with respect to hold in confidence and trust all information so provided; provided (provided that this shall not limit its ability to discuss such matters with its officers, directors or legal counsel, as necessary), and provided further, that (ii) the Borrower reserves Board of Directors may withhold from it certain information or material furnished or made available to the right to withhold any information Board of Directors or exclude it from certain confidential “closed sessions” of the Board of Directors if access to the furnishing or availability of such information could reasonably be expected to adversely affect the or material or its presence at such “closed sessions” would jeopardize such Company’s 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 the Board of Directors otherwise reasonably so requires. The Board Observation Rights set forth in this Section shall automatically terminate and be of no further force or effect upon the Borrower. Any information provided to Lender shall be subject to the confidentiality provisions indefeasibly payment in full of Section 8.3 of this Agreementall Obligations.

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 a) Agent shall have the right to have a single representative attend all meetings of the Board board of Directors of any similar governing body directors of Borrower or and any Subsidiary Subsidiary, as an observer without the right to vote (including without limitation telephone, conference call, and video meetingsthe “Observer”), 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 the Observer from any meeting of the Board or portion thereof if the Borrower reasonably determines that (a) the access to such information or attendance at such meeting could reasonably be expected to would adversely affect the attorney-client privilege between the Borrower and its counsel counsel, (b) the access to such information or attendance at such meeting would result in disclosure of trade secrets or a conflict of interestinterest to Observer, (c) or if such representative the Observer is a competitor of the BorrowerCompany or an Affiliate of a competitor of the Company. Initially, the Observer shall be Xxxx Xxxxxx-Xxxxxxx. Observer shall be provided written notice (which may be via email) of all regular meetings of such entities’ board of directors at the same time as provided to any other director, and at least two full business days’ prior written notice (which may be via email) of all special meetings of such entities’ board of directors thereof unless due to the emergency nature of the matters to be addressed at the meeting 48 hours’ written notice is not reasonably practical. Borrower or Subsidiary, as applicable, shall give Lender concurrently provide Observer with copies of all notices, minutes, consents and other materials Borrower it provides to any member of such board of directors or any Subsidiary provides to its directors in connection with said meetingscommittee, at the same time such provided that any 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 protected from discovery by the attorney-client privilege between or the Borrower and its counsel attorney work product privilege, any materials necessary or result advisable in disclosure the good faith determination of trade secrets or such board of directors to avoid a conflict of interestinterest between Xxxxxxxx, or if such representative is a competitor of on the Borrowerone hand, and Agent and Lenders, on the other hand, and any trade secrets may be excluded. Any information All Confidential Information provided to Lender Observer pursuant to this Section 6.14 shall be subject to the confidentiality provisions of obligations under Section 8.3 of this Agreement13.12. Xxxxxxxx will reimburse Observer for all reasonable out-of-pocket expenses incurred by Observer in connection with attendance at any such meetings.

Board Observation Rights. Borrower Whenever, at any time or times, interest on the Subordinated Debt has not been paid for an aggregate of five (5) Interest Periods or more, whether due to deferral pursuant to Section 6.14 or otherwise and whether or not consecutive, the Credit Union shall notify Lender in writing at least 10 Business Days in advance invite a representative (a “Subordinated Observer”) selected by the Holders holding more than fifty percent (50%) of the time and place of any regularly scheduled meeting, or as soon as reasonably possible of any unscheduled meeting, aggregate outstanding principal amount of the Board of Directors or any similar governing body of Borrower or any Subsidiary Subordinated Debt (including without limitation telephone, conference call, and video meetingsthe “Majority Holders”), and Lender shall have the right voting as a single class, to have a representative attend all meetings of the Board of Directors of any similar governing body of Borrower in a nonvoting observer capacity, such observer capacity limited to meetings and information that may reasonably affect the Investor’s investment or any Subsidiary (including without limitation telephone, conference callrights hereunder, 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 such Subordinated Observer copies of all notices, minutes, consents consents, and other materials Borrower or any Subsidiary that it provides to its directors in connection with said meetings, at the same time such materials are provided meetings (subject to such directorsdisclosure limitations under applicable law); provided, however, that such representative shall agree to hold in confidence and trust all information so provided; and provided further, that the Borrower reserves Holders not be obligated to select a Subordinated Observer, nor shall such Subordinated Observer, if selected, be obligated to attend any meeting to which he/she is invited. Prior to attending any meetings of the right Board of Directors or receiving any materials contemplated by the preceding sentence, the Subordinated Observer shall enter into a confidentiality agreement with the Credit Union prepared by the Investor and in form and‌‌ substance satisfactory to withhold the Investor; provided that the confidentiality agreement shall provide that the Subordinated Observer agrees to remove himself or herself from any discussions of information if access whose disclosure to such information could reasonably be expected to adversely affect the attorney-client privilege between the Borrower and its counsel Subordinated Observer is prohibited under applicable law or result in disclosure of trade secrets or a conflict of interestregulation, including 12 C.F.R. § 792.30, or if such representative is a competitor the bylaws of the BorrowerCredit Union, if requested by the Board of Directors. The rights of the Holders set forth in this Section 6.11(a) shall terminate when interest payments have been timely paid in full on the Subordinated Debt for at least four (4) consecutive Interest Periods and there is no unpaid Deferred Interest, subject to revesting in the event of each and every subsequent default of the character above mentioned. Notwithstanding the foregoing, the Subordinated Observer shall not have any rights granted to directors pursuant to the Federal Credit Union Act, the NCUA Regulations or the bylaws of the Credit Union, and shall not participate in, or contribute to discussions, of the Board of Directors unless called upon by the directors of the Credit Union. Any information provided to Lender discussions of the Board of Directors at which the Subordinated Observer is present shall be subject to conducted in accordance with applicable law and regulation, including 12 C.F.R. Part 792 of the confidentiality provisions of Section 8.3 of this Agreement.NCUA Regulations.‌‌‌‌‌

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 a) Agent shall have the right to have a single representative attend all meetings of the Board board of Directors of any similar governing body directors (or equivalent) of Borrower or and any Subsidiary Subsidiary, as an observer without the right to vote (including without limitation telephone, conference call, and video meetingsthe “Observer”), 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 the Observer from any meeting of the Board or portion thereof if the Borrower reasonably determines that (a) the access to such information or attendance at such meeting could reasonably be expected to would adversely affect the attorney-client privilege between the Borrower and its counsel counsel, (b) the access to such information or attendance at such meeting would result in disclosure of trade secrets or a conflict of interestinterest to Observer, (c) or if such representative the Observer is a competitor of the BorrowerCompany or an Affiliate of a competitor of the Company. Initially, the Observer shall be Solomon Park. Observer shall be provided written notice (which may be via email) of all regular meetings of such entities’ board of directors at the same time as provided to any other director, and at least two full business days’ prior written notice (which may be via email) of all special meetings of such entities’ board of directors thereof unless due to the emergency nature of the matters to be addressed at the meeting 48 hours’ written notice is not reasonably practical. Borrower or Subsidiary, as applicable, shall give Lender concurrently provide Observer with copies of all notices, minutes, consents and other materials Borrower it provides to any member of such Board or any Subsidiary provides to its directors in connection with said meetingscommittee, at the same time such provided that any 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 protected from discovery by the attorney-client privilege between or the Borrower and its counsel attorney work product privilege, any materials necessary or result advisable in disclosure the good faith determination of trade secrets or such board of directors to avoid a conflict of interestinterest between Borrower, or if such representative is a competitor of on the Borrowerone hand, and Agent and Lenders, on the other hand, and any trade secrets may be excluded. Any information All Confidential Information provided to Lender Observer pursuant to this Section 6.14 shall be subject to the confidentiality provisions of obligations under Section 8.3 of this Agreement13.12. Xxxxxxxx will reimburse Observer for all reasonable out-of-pocket expenses incurred by Observer in connection with attendance at any such meetings.