Common use of Board Observation Rights Clause in Contracts

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. For so long as fifty percent (50%) Each Lender whose portion of the Loans is at least $40,000,000 or more of the combined principal amount of the Note is outstandingLoans outstanding and unused Commitments (or, if no Lender meets such threshold, the Purchaser will Lender with the highest combined principal amount of Loans outstanding and unused Commitments) shall be entitled to designate one observer who shall at all times be an officer or employee of such Lender (the following board observation rights (“Board Observation RightsObserver”): The Company shall permit one representative of the Purchaser ) to attend all in-person and telephonic meetings of the board of directors any regular meeting (excluding any committee meetings a “BOD Meeting”) of the Board of DirectorsDirectors of the Parent (or its direct or indirect ultimate parent holding company) or any of its Subsidiaries (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 Company Parent (or its direct or indirect ultimate parent holding company) or any of its Subsidiaries at any such meetings. The Board Observer shall be timely notified of the “Board time and place of Directors”any BOD Meetings (which shall be held no less than once per quarter) in a non-voting observer capacity, which observation right shall include the ability and will be given written notice of all proposed actions to observe discussions of be taken by the Board of Directors, Directors (or any relevant committee thereof) of the Parent (or its direct or indirect ultimate parent holding company) and any of its Subsidiaries at such meeting as if the Board Observer were a member thereof. Such notice shall provide describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such representative with copies of meeting (or the proposed actions to be taken by written consent without a meeting). The Board Observer shall have the right to receive all notices, minutes, written consents, and other materials that it provides information provided to the members of the Board of DirectorsDirectors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Parent (or its direct or indirect ultimate parent holding company) and any of its Subsidiaries in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), at in addition to copies of 142901395v2 the time it provides them records of the proceedings or minutes of such meeting, when provided to the members, and the Board Observer shall keep such membersmaterials and information confidential in accordance with Section 12.19 of this Agreement. The observation right may be exercised in person or via telephone or videophone participation. The Purchaser agrees, on behalf of itself Borrowers shall reimburse the Board Observer for all reasonable out-of-pocket costs 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 expenses incurred in connection with meetings its participation in any such BOD Meeting. Notwithstanding the foregoing, the Board Observer may be excluded from access to any meeting of the Board of Directors (or any relevant committee thereof) of the Parent or any of its Subsidiaries or portion thereof (and to act in a fiduciary manner with respect to all from materials and information so provided (provided that this shall not limit its ability to discuss related thereto, including any summary of minutes of such matters with its officers, directors meeting or legal counsel, as necessary), and (iiportion thereof) 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 extent the Board of Directors if the furnishing or availability of Parent reasonably determines in good faith (i) that such information or material or its presence at such “closed sessions” would jeopardize such Company’s exclusion is necessary to preserve attorney-client privilege or if (ii) that such meeting (or portion thereof) or materials present a bona fide conflict of interest between the Board of Directors otherwise reasonably so requires. The Board Observation Rights set forth in this Section 6.17 shall automatically terminate Borrowers and be of no further force or effect upon the earlier of (A) Agents and 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 outstandingLenders.

Board Observation Rights. For so long Until such time as fifty percent all Obligations (50%as defined in the Master Security Agreement) of the principal amount of the Note is outstandinghave been indefeasibly paid in full, the Purchaser Purchasers will be entitled to the following board observation rights (“Board Observation Rights”): The the Company shall permit one representative of the Purchaser Purchasers 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 Each 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 each 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 indefeasible 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. For so long as fifty percent (50%a) During the term of this Agreement, Veolia shall have the principal amount of the Note is outstanding, the Purchaser will be entitled right 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 designate a non‑voting observer (the “Board of DirectorsObserver”) to receive notice of and attend all meetings (whether in a non-voting observer capacityperson, which observation right shall include the ability to observe discussions telephonic or electronic) of the Board for the purposes of Directors, permitting the Board Observer to have current information with respect to the affairs of Aqua and the actions taken by the Board. The Board Observer shall provide such representative with be an employee of Veolia or its Affiliates. The Board Observer appointed pursuant to this Section 5.5 shall have the right to receive advance copies of all notices, minutes, written consentsagenda materials and other documents distributed to directors in connection with any meeting and all matters proposed to the Board for their unanimous consent, and other materials that it provides to members all minutes of the proceedings of Aqua, subject to Section 5.5(b). In no event shall 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 Observer: (i) it shall hold in strict confidence pursuant be deemed to be 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 member 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 Board; (ii) have the right to vote on any matter under consideration by the Board of Directors may withhold from it certain information or material furnished otherwise have any power to cause Aqua to take, or made available not to the Board of Directors take, any action; 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 (iii) except as expressly set forth in this Section 6.17 shall automatically terminate and Agreement, have or 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 indebtednessdeemed to have, or otherwise be subject to, any duties (Bfiduciary or otherwise) until less to Aqua or its stockholders or any duties (fiduciary or otherwise) otherwise applicable to the directors of Aqua. Veolia shall designate the Board Observer in writing, who shall be an officer or employee of Veolia, and shall not change the Board Observer more than fifty percent (50%) once during any 12-month period except with the Board’s consent or the discontinuation of such Board Observer’s employment with Veolia. To the extent that Veolia’s Board Observer is no longer employed by Veolia or its Affiliates, or if Veolia wishes to replace the Board Observer and designate a different employee of Veolia or its Affiliates to be the Board Observer, Veolia shall consult with Aqua and the parties agree to work together in good faith to find a mutually acceptable replacement; provided, however, that Veolia shall ultimately have the discretion to name such replacement. Veolia’s rights under this Section 5.5 shall be subject to the Board Observer’s execution of an appropriate nondisclosure agreement with Aqua and the Board Observer’s compliance with Aqua’s xxxxxxx xxxxxxx policies applicable to the members of the principal amount of the Note is outstandingBoard.

Board Observation Rights. For so long Unless York Street Mezzanine Partners, L.P. and its “Affiliates” (as fifty percent (50%defined in the Stockholders Agreement), including York Street Mezzanine Partners II, L.P., shall have exercised their right to appoint an observer to the Board of Directors of the Company pursuant to Section 2.5(e) of the principal amount of the Note is outstandingStockholders Agreement, the Purchaser will York Street Purchasers shall have the right by written notice delivered to the Company to appoint one (1) observer who shall be entitled (i) to receive contemporaneously the following board observation rights same notice and other materials in respect of all meetings (“Board Observation Rights”): The Company shall permit one representative of the Purchaser to attend all in-person both regular and telephonic meetings of the board of directors special) (excluding any committee meetings or written consents) of the Board of Directors) Directors of the Company and Bare Escentuals Beauty, Inc. and each committee thereof as are furnished to members of said Boards of Directors or such committee, (ii) to attend all meetings (and review all written consents prior to the “Board of Directors”execution thereof) in a non-voting observer capacity, which observation right shall include the ability to observe discussions of the Board of DirectorsDirectors of the Company and Bare Escentuals Beauty, Inc. and each committee thereof and (iii) to participate in all discussions conducted at meetings (or with respect to actions to be taken by written consent) of the Board of Directors of the Company and Bare Escentuals Beauty, Inc. and each committee thereof; provided, however, such observers shall provide such representative with copies of all notices, minutes, written consents, and other materials that it provides to not constitute members of the Board of DirectorsDirectors of the Company or Bare Escentuals Beauty, Inc. or any committee thereof and shall not be entitled to vote on any matters presented to said Board of Directors of the Company or Bare Escentuals Beauty, Inc. or any committee thereof. Notwithstanding anything to the contrary, the rights granted to the observer (including the right to receive all materials, notices, minutes, consents and forms of consents in lieu of meetings) shall be temporarily suspended if and to the extent, in the reasonable opinion of the Board of Directors of the Company or Bare Escentuals Beauty, Inc., as applicable, the observer’s attendance at the time it provides them to any such members. The observation right may be exercised in person meeting 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 portion thereof (i) it shall hold in strict confidence pursuant violates any law or company policy regarding conflicts of interest with interested members of the Board of Directors of the Company or Bare Escentuals, Inc., as applicable, as applied generally 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 officersof the Company or Bare Escentuals Beauty, directors Inc. or legal counsel, as necessary), and (ii) otherwise could violate the fiduciary duties of the Board of Directors of the Company or Bare Escentuals Beauty, Inc. or constitute a waiver of any attorney-client privilege that may withhold from it certain information exist in connection with such meeting or material furnished any portion thereof, as advised by outside counsel to the Company or made available Bare Escentuals Beauty, Inc. The reasonable travel and out-of-pocket expenses incurred by any such observer in attending any such meetings shall be reimbursed by the Company or Bare Escentuals Beauty, Inc., as applicable. Following an underwritten public offering of the Company’s common stock, the York Street Purchasers shall no longer have the right to appoint an observer to the Board of Directors or exclude it from certain confidential “closed sessions” of the Board Company or Bare Escentuals Beauty, Inc. Notwithstanding the foregoing and Section 10.16 of Directors if this Agreement, 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 rights provided to the Board of Directors otherwise reasonably so requires. The Board Observation Rights set forth in York Street Purchasers under this Section 6.17 5.8 shall automatically terminate and be upon any assignment by the York Street Purchasers of no further force their rights under this Agreement or effect upon under the earlier of (A) the indefeasibly payment in full of all Obligations (as defined in the Master Security Agreement) for indebtednessSenior Subordinated Note Documents, or (B) until less other than fifty percent (50%an assignment to Affiliates permitted under Section 10.16(i) of the principal amount of the Note is outstandingthis Agreement.

Board Observation Rights. For so long as fifty percent (50%) Each Lender whose portion of the Loans is at least $40,000,000 or more of the combined principal amount of the Note is outstandingLoans outstanding and unused Commitments (or, if no Lender meets such threshold, the Purchaser will Lender with the highest combined principal amount of Loans outstanding and unused Commitments) shall be entitled to designate one observer who shall at all times be an officer or employee of such Lender (the following board observation rights (“Board Observation RightsObserver”): The Company shall permit one representative of the Purchaser ) to attend all in-person and telephonic meetings of the board of directors any regular meeting (excluding any committee meetings a “BOD Meeting”) of the Board of DirectorsDirectors of the Parent (or its direct or indirect 137907439v16 ultimate parent holding company) or any of its Subsidiaries (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 Company Parent (or its direct or indirect ultimate parent holding company) or any of its Subsidiaries at any such meetings. The Board Observer shall be timely notified of the “Board time and place of Directors”any BOD Meetings (which shall be held no less than once per quarter) in a non-voting observer capacity, which observation right shall include the ability and will be given written notice of all proposed actions to observe discussions of be taken by the Board of Directors, Directors (or any relevant committee thereof) of the Parent (or its direct or indirect ultimate parent holding company) and any of its Subsidiaries at such meeting as if the Board Observer were a member thereof. Such notice shall provide describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such representative with copies of meeting (or the proposed actions to be taken by written consent without a meeting). The Board Observer shall have the right to receive all notices, minutes, written consents, and other materials that it provides information provided to the members of the Board of DirectorsDirectors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Parent (or its direct or indirect ultimate parent holding company) and any of its Subsidiaries in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), at in addition to copies of the time it provides them records of the proceedings or minutes of such meeting, when provided to the members, and the Board Observer shall keep such membersmaterials and information confidential in accordance with Section 12.19 of this Agreement. The observation right may be exercised in person or via telephone or videophone participation. The Purchaser agrees, on behalf of itself Borrowers shall reimburse the Board Observer for all reasonable out-of-pocket costs 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 expenses incurred in connection with meetings its participation in any such BOD Meeting. Notwithstanding the foregoing, the Board Observer may be excluded from access to any meeting of the Board of Directors (or any relevant committee thereof) of the Parent or any of its Subsidiaries or portion thereof (and to act in a fiduciary manner with respect to all from materials and information so provided (provided that this shall not limit its ability to discuss related thereto, including any summary of minutes of such matters with its officers, directors meeting or legal counsel, as necessary), and (iiportion thereof) 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 extent the Board of Directors if the furnishing or availability of Parent reasonably determines in good faith (i) that such information or material or its presence at such “closed sessions” would jeopardize such Company’s exclusion is necessary to preserve attorney-client privilege or if (ii) that such meeting (or portion thereof) or materials present a bona fide conflict of interest between the Board of Directors otherwise reasonably so requires. The Board Observation Rights set forth in this Section 6.17 shall automatically terminate Borrowers and be of no further force or effect upon the earlier of (A) Agents and 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 outstandingLenders.

Board Observation Rights. For so long Until such time as fifty percent all Obligations (50%as defined in the Master Security Agreement) of the principal amount of the Note is outstandinghave been indefeasibly paid in full, the Purchaser Purchasers will be entitled to the following board observation rights (“Board Observation Rights”): The the Company shall shall, upon the request of the Agent, permit one representative of the Purchaser Purchasers 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 Each 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 each 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. For so long Until such time as fifty percent all Obligations (50%as defined in each Security Document) of the principal amount of the Note is outstandingfor indebtedness have been indefeasibly paid in full, the Purchaser Creditor Parties will be entitled to the following board observation rights (“Board Observation Rights”): The Company ICF shall permit one representative on behalf of the Purchaser Creditor Parties 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 ICF (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 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 observation right (ia) it shall hold in strict confidence pursuant to a confidentiality and non-disclosure agreement (in form and substance satisfactory to the Purchasersuch Creditor Party) 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 (iib) 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 CompanyICF’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 6.31 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 each Security AgreementDocument) for indebtedness, or (B) until less than fifty percent (50%) of the principal amount of the Note is outstanding.