Common use of Board Observation Rights Clause in Contracts

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) to the extent that the Non-Voting Observer’s presence or receipt of information would affect the attorney client privilege with its outside counsel and (y) to enable the directors to hold confidential communications concerning VIASPACE’s interactions with Xxxxx, VGE or any of its Affiliates, all of which communications will be segregated and held separately from other matters brought before the Board.

Board Observation Rights. For so long as Parent shall cause the Xxxxx Indemnified Parties own together at least 200 million shares of VIASPACE Common Stock, VIASPACE hereby grants Lender 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 designate one representative, who shall: (a) receive prior notice (no later than such notice is given to the members of the board of directors, the equityholders, and the committee members, as applicable) of all meetings (both regular and special) of the board of directors and of the equityholders of Parent and each committee of such board of directors; (b) be permitted entitled to attend meetings of each of the VIASPACE Board and each such committee in person or telephonically(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 Non-Voting Observer. Each Non-Voting Observer shall be entitled to be present at all meetings members of the VIASPACE Board and each Parent board of directors and/or any committee thereof and of such observer shall be notified board of any meeting directors and/or equityholders of Parent at the VIASPACE Board or committee, including such meeting’s same time and place, in the same manner as Directors, and shall have the same access is furnished (or made available) to information such members and equity holders; and (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 d) be entitled to participate in all discussions and consult withconducted at such meetings. If any action is proposed to be taken by the Parent board of directors, and make proposals and furnish advice toequityholders and/or committee by written consent in lieu of a meeting, the Directors Parent shall give, or shall cause to be given, written notice thereof to such representative of the Lender, which notice shall describe in reasonable detail the nature and substance of such proposed action and shall be delivered not later than the date upon which any member of any such board of directors, equityholders and/or committee without votingreceives the same. The VIASPACE Board hold Parent shall furnish, or shall cause to be furnished, to such representative a copy of each such written consent not later than five (5) days after it has been signed by a sufficient number of signatories to make it effective. Parent’s board shall meet at least one meeting (two times per fiscal year and a customary board package shall be provided to each a “Quarterly Meeting”) on a date during person who participates in each fiscal quarter. Within a reasonable time after each Quarterly Meetingmeeting, VIASPACE shall cause minutes of such Quarterly Meeting to be delivered including to the Directors and each Non-Voting Observer. VIASPACE will notify each Non-Voting Observer of each meeting representative 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 directorsLender. Notwithstanding the foregoing, the Non-Voting Observer will Lender may be excluded from meetingsaccess to any material or meeting or portion thereof if Parent’s board determines in good faith, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or Parent’s board wishes to discuss the Lender with respect to this Agreement or any Other Document. Any information and materials received pursuant to this Section 6.4 shall be subject to the right terms of Section 16.16. Each representative of the Non-Voting Observer Lender referred to receive materials will in this Section 6.4 shall acknowledge the confidentiality provisions contained in Section 16.16 hereof and agree in writing to be restricted, (x) bound by the terms of Section 16.16 as if such representative was a party to the extent that the Non-Voting Observer’s presence or receipt of information would affect the attorney client privilege with its outside counsel and (y) to enable the directors to hold confidential communications concerning VIASPACE’s interactions with Xxxxx, VGE or any of its Affiliates, all of which communications will be segregated and held separately from other matters brought before the Boardthis Agreement.

Board Observation Rights. For so long Until the earlier of (a) such date on which neither Vector Capital nor any of its affiliates under common control holds any Loans under the Credit Agreement, and (b) the Subordinated Note Mandatory Prepayment Date (as defined in the Xxxxx Indemnified Parties own together at least 200 million shares Credit Agreement, dated as of VIASPACE Common StockMay 4, VIASPACE hereby grants to Xxxxx 2018, by and among Vector Fusion Holdings (Cayman), Ltd., Gxxxxxx Sxxxx Lending Partners LLC, Gxxxxxx Sachs, and the right to appoint two individuals to serve as non-voting observers other lenders parties thereto), Vector Capital (eachor its affiliate, including limited partners of Vector, holding a “Non-Voting Observer”Loan) 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 one observer (the “Observer”) to the board of directors of the Borrower (the “Board of Directors”), who shall be permitted entitled to attend meetings of each of the VIASPACE Board and each such committee in person (or telephonically, at the option of such Observer, monitor by telephone) one (1) regularly scheduled meeting per fiscal quarter (the Non“Quarterly Meetings”) of the Board of Directors (other than any portions of any Quarterly Meeting that (x) involve the exchange of privileged attorney-Voting Observer. Each Non-Voting Observer client information or work product, or (y) are subject to a conflict of interest with a Vector Capital Lender or other Lenders, in the reasonable discretion of Borrower) but shall not be entitled to be present at vote, and who shall receive all meetings reports, meeting materials (including copies of all board presentations), notices, written consents, minutes and other materials with respect to such Quarterly Meetings (in each case other than any portions of such reports or materials that contain information (i) that is subject to a conflict of interest with a Vector Capital Lender or other Lenders or (ii) that is subject to 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 placeattorney-client privilege, in the same manner reasonable discretion of Borrower) as Directors, and shall have the same access to information (including any copies of all materials disseminated when provided to the Directors or members of the committees thereof)Board of Directors. The Borrower shall reimburse the Observer for the reasonable and documented out-of-pocket travel expenses incurred by any such Observer in connection with such attendance at any in-person Quarterly Meetings, including, without limitation, with respect to the business and operations extent consistent with the Borrower’s policies 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 votingreimbursing directors generally for such expenses. The VIASPACE Board of Directors shall use reasonable commercial efforts to hold at least one regularly scheduled 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) to the extent that the NonBoard of Directors does not convene (telephonically, in-Voting Observer’s presence person or receipt otherwise) during a fiscal quarter, the Observer shall not have any observation rights during such quarter. The Observer shall not have any observer, information, notice or other rights with respect to the meetings of information would affect any committees or sub-committees of the attorney client privilege with its outside counsel and (y) to enable Board of Directors, any special meetings of the directors to hold confidential communications concerning VIASPACE’s interactions with XxxxxBoard of Directors, VGE or any meetings of its Affiliatesthe Board of Directors other than the Quarterly Meetings; provided, all that if the matters that would normally be discussed by the Board of which communications will be segregated Directors at the Quarterly Meeting (i.e., the periodic financial health and held separately from other matters brought before performance of Borrower) are instead discussed by the BoardBoard of Directors at a special meeting, or by a committee or sub-committee of the Board of Directors, then the Observer shall have observer and information rights for such special meeting or committee or sub-committee meeting, as applicable. The rights set forth in this paragraph 1 are the “Observer Rights.”

Board Observation Rights. For so long Each Credit Party shall permit a representative designated by the Required Lenders (the “Lender Representative”) to attend and participate in, 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 a non-voting observers (eachobserver, a “Non-Voting Observer”) to all meetings of the VIASPACE Board of Directors of each Credit Party and all meetings of any committee thereofof any such Board of Directors, provided that if any Lender holds more than fifty percent (50%) of the outstanding balance of the Loans, that Lender shall designate the Lender Representative. 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 that no Lender holds more than fifty percent (50%) of the VIASPACE Board and each such committee in person or telephonically, at the option outstanding balance of the Non-Voting ObserverLoans, the Required Lenders may designate any representative to serve as the Lender Representative. Each Non-Voting Observer Credit Party shall be entitled agree to be present at all meetings of give 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 Lender Representative the same manner as Directors, notice of all such meetings and shall have the same access to information (including any copies of all materials disseminated distributed to the Directors or members of the committees thereof), including, without limitation, with respect to the business and operations such Board of VIASPACE, and Directors at the same time as such notice and materials are given to the members of the applicable Board of Directors, and shall the Lender Representative will be entitled given the opportunity to participate in discussions and consult with, and make proposals and furnish advice toany telephonic meetings of each Board of Directors. Each Credit Party shall agree to cause its Board of Directors to meet not less frequently than quarterly. If it is proposed that any action be taken by written consent in lieu of a meeting of any Board of Directors or of any committee thereof, the relevant Credit Party shall agree to give written notice thereof to the Lender Representative at least five (5) Business Days’ prior to the effective date of such consent describing in reasonable detail the nature and substance of such action. Notwithstanding anything herein to the contrary, the Lender Representative may be excused by the relevant Board of Directors from attending any portion of a Board of 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, (xi) to the extent that attendance by the NonLender Representative would jeopardize a Credit Party’s ability to assert the attorney-Voting Observer’s presence or receipt of information would affect the attorney client privilege with its outside counsel and respect to matters of material importance to be discussed during a portion of any meeting as determined by the Board of Directors in good faith or (yii) during which matters relating to enable the directors Loan Documents are to hold confidential communications concerning VIASPACE’s interactions with Xxxxxbe discussed. In addition, VGE or any of its Affiliates, all of which communications will be segregated and held separately from other matters brought before no person who serves as the BoardLender Representative shall have a fiduciary duty to the Borrower.

Board Observation Rights. For so long as On and after the Xxxxx Indemnified Parties own together at least 200 million shares Fifth Amendment Effective Date, take all necessary actions to permit the Required Lenders to appoint, in their sole discretion, one (1) board observer (the “Observer”), who shall be a Related Party of VIASPACE Common Stocka Lender, VIASPACE hereby grants to Xxxxx with the ongoing right to appoint two individuals to serve attend in person (or by telephone, at such Observer’s election), in the capacity of a nonvoting observer and not a board member, all regular, special, committee (including, but not limited to, the Strategic Review Committee) and other meetings of the board of directors of Borrower (the “Board of Directors”). Borrower shall give the Observer prior written notice of all such meetings at the same time as non-voting observers (each, a “Non-Voting Observer”) furnished to the VIASPACE members of the Board of Directors and any committee thereof. In provide to the event Observer, at the same time as provided to the members of the Board of Directors, all notices, financial information and documents furnished to the members of the Board of Directors, whether at or in anticipation of a vacancy caused meeting, and copies of any action by written consent or otherwise; provided, however, that the Observer shall hold in confidence all information so provided in accordance with Section 14.7 and the Lender with which the Observer is affiliated shall be responsible for any breach by the resignation or other cessation Observer of service of any Non-Voting Observerits obligation to comply with Section 14.7; provided, Xxxxx shall have further, that the right rights granted pursuant to appoint a new Non-Voting Observer in substitution thereof. Any Non-Voting Observer this Section 7.9 shall be permitted to attend meetings of each of the VIASPACE Board and each such committee in person or telephonicallylimited, at the option of the Non-Voting Observer. Each Non-Voting Observer shall be entitled to be present at all meetings Borrower acting in good faith and upon the advice of counsel, for the VIASPACE Board and each committee thereof and such observer shall be notified portion of any meeting of the VIASPACE Board meetings, communications with 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 that are prepared by attorneys to the Directors or members of extent necessary to preserve the committees thereof)Loan Parties’ attorney-client privilege. The Loan Parties shall reimburse the Observer for all reasonable and documented out-of-pocket expenses incurred by it in connection with attending such meetings, including, without limitation, with respect to travel expenses. Required Lenders shall appoint the business and operations of VIASPACE, and at initial Observer on the same time as the Directors, Fifth Amendment Effective Date 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 have the right of to replace the Non-Voting Observer at any time and from time to receive materials will be restricted, (x) to the extent that the Non-Voting Observer’s presence or receipt of information would affect the attorney client privilege with its outside counsel and (y) to enable the directors to hold confidential communications concerning VIASPACE’s interactions with Xxxxx, VGE or any of its Affiliates, all of which communications will be segregated and held separately from other matters brought before the Boardtime in their sole discretion.