Board Observer Clause Samples
A Board Observer clause grants a designated individual the right to attend and observe meetings of a company's board of directors without having voting rights. Typically, this observer may receive board materials and participate in discussions, but cannot formally influence decisions. The clause is often used by investors or stakeholders who want oversight and insight into board activities without taking on the responsibilities or liabilities of a full board member. Its core function is to provide transparency and information access to key parties, ensuring they remain informed about the company's governance and strategic direction.
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Board Observer. (a) Priceline shall have the right, exercisable by delivering notice to the Company, to designate one observer to attend any meetings of the Board and each committee thereof (the “Board Observer”) for so long as (i) Priceline and its Subsidiaries beneficially own at least the Board Observer Threshold Shareholding in the Company, (ii) Priceline and its Subsidiaries comply in all material respects with the provisions of Section 2.1, (iii) Priceline and its Subsidiaries comply in all material respects with the provisions of Section 3.1(a) and (iv) the Marketing Agreement is in full force and effect and ▇▇▇▇▇▇▇.▇▇▇ B.V. complies in all material respects with the provisions thereof (the “Board Observer Right”).
(b) The Board Observer shall be entitled (i) to receive notice of each meeting (including telephonic meetings) of the Board and any committee thereof in the same form and manner as is given to the members of the Board and the same materials as and when provided to such members (both before or after a meeting, including copies of minutes thereof), including materials provided other than in connection with a meeting, and neither the Board nor any committee thereof shall conduct any business by written consent without giving such prior notice to the Board Observer and a copy of the proposed consent, any exhibits, annexes or schedules thereto and any related materials and (ii) at the Board Observer’s discretion, to attend each Board meeting or meeting of any committee thereof, either in person or by telephonic conference, and to participate fully in all discussions among directors of the Board at such meetings, and the Company covenants to take reasonable measures to facilitate such attendance and discussion; provided that, notwithstanding any other provision of this Section 3.2, (A) the Board Observer shall agree to hold in confidence all information provided (provided that the Board Observer shall not be restricted in any confidential communications or discussions with or the confidential provision of information to Priceline and its Subsidiaries and their respective directors, officers, employees, accountants, agents, counsel and other representatives), (B) such Board Observer and Priceline shall be subject to the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies and procedures and shall sign an acknowledgement form stating that he or she and it agree to comply with such policies and procedures (it being understood that such ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies and procedures shall...
Board Observer. From the date hereof until the earlier to occur of (i) the date on which all outstanding Obligations (other than unasserted contingent indemnification Obligations) have been paid in full and the Commitments are irrevocably terminated hereunder, or (ii) the date on which neither Beyond nor any of its Affiliates is a Lender or Agent hereunder, the Loan Parties shall cause Beyond to have the right to appoint one (1) individual as a non-voting observer to the board of managers of Parent (the “Board” and such observer, the “Board Observer”), and shall cause the Board Observer to be entitled to attend meetings of the Board and any committee of the Board and to receive all information provided to the members of the Board or its committees (including minutes of previous meetings of the Board or such committees); provided, that (i) the Board Observer shall not be entitled to vote on any matter submitted to the Board or any of its committees nor to offer any motions or resolutions to the Board or such committees; and (ii) the Board may withhold information or materials from the Board Observer and exclude the Board Observer from any meeting or portion thereof (x) if (as reasonably determined by the Board) access to such information or materials or attendance at such meeting would (A) adversely affect the attorney-client or work product privilege between the Parent and its counsel or (B) result in a conflict of interest or is otherwise required to avoid any disclosure that is restricted by any agreement with another Person or (y) (A) when any Agent, any Lender, the Loan Documents or the Obligations are the subject matter under discussion or (B) when such board materials or discussion relate directly to any Loan Party’s relationship, contractual or otherwise, with Beyond or any of its Affiliates, any Agent or the Lenders or any actual or potential transactions between or involving any Loan Party and Beyond or any of its Affiliates, any Agent or the Lenders. For the avoidance of doubt, the Board Observer (x) shall not constitute a manager and/or member of a Board committee and (y) shall not be entitled to any rights other than those provided by this Section 6.20.
Board Observer. The Company hereby agrees that, from and after the Closing Date, for so long as Castle Creek and its Affiliates in the aggregate have a Minimum Ownership Interest, and do not have a Board Representative currently serving on the Board of Directors and the Bank Board, the Company shall invite a person designated by Castle Creek and reasonably acceptable to the Company (provided that all managing principals and principals of Castle Creek shall be deemed reasonably acceptable to the Company for purposes hereof) (the “Observer”) to attend meetings of the Board of Directors and the Bank Board (including any meetings of committees thereof on which the Board Representative would be permitted to attend) in a nonvoting, nonparticipating observer capacity. The Observer shall be entitled to attend such meetings only in the event Castle Creek does not have a Board Representative on the Board of Directors and the Bank Board. The Observer shall not have any right to vote on any matter presented to the Board of Directors or the Bank Board or any committee thereof. The Company shall give the Observer written notice of each meeting of the Board of Directors and the Bank Board at the same time and in the same manner as the members of the Board of Directors or the Bank Board (as the case may be), shall provide the Observer with all written materials and other information given to members of the Board of Directors or the Bank Board (as the case may be) at the same time such materials and information are given to such members (provided, however, that the Observer shall not be provided any confidential supervisory information) and shall permit the Observer to attend as an observer at all meetings thereof, and in the event the Company proposes to take any action by written consent in lieu of a meeting, the Company shall give written notice thereof to the Observer prior to the effective date of such consent describing the nature and substance of such action and including the proposed text of such written consents provided, however, that (1) the Observer may be excluded from executive sessions comprised solely of independent directors by the Chairman of the Board (or, if applicable, the lead or presiding independent director) if, in the written advice of counsel, such exclusion is necessary in order for the Company to comply with applicable law, regulation or stock exchange listing standards (it being understood that it is not expected that the Observer would be excluded from routi...
Board Observer. Each Loan Party will continue to permit the Agents to have a representative (the “Board Observer”) present (whether in person or by telephone) in an observer capacity at all duly convened meetings of the Board of Directors or managers of each Loan Party and any committee meetings thereof. The Board Observer must be approved by the U.S. Borrower (such approval not to be unreasonably withheld, conditioned or delayed). Each Loan Party shall provide the Board Observer representative with a notice and agenda of each duly convened meeting of the Board of Directors and any committee thereof at least seven (7) days (or such lesser time as agreed to by the Board Observer) in advance of such meeting, and all of the information and other materials that are distributed to the Board of Directors or any committee thereof, as applicable, at the same time and in the same manner as such notices, agendas, information and other materials are provided to the members of the Board of Directors or any committee thereof; provided, however, that the Loan Parties reserve the right to withhold any information and to exclude the Board Observer from any meeting or portion thereof if (x) access to such information or attendance at such meeting would, upon advice of the Loan Parties’ counsel, adversely affect the attorney-client privilege between the Loan Parties and their counsel or (y) in the reasonable judgment of the Loan Parties, access to such information or attendance at such meeting could result in a conflict of interest between the Secured Parties and the Loan Parties. The Loan Parties shall reimburse the Board Observer for the reasonable out-of-pocket expenses (including travel expenses) incurred by the Board Observer in connection with the Board Observer attending any meetings of the Board of Directors or any committees thereof. The Parent shall hold at least one meeting of its Board of Directors each month.
Board Observer. DSKX shall permit, and shall cause each DSKX Subsidiary to permit, representatives of PHMD (no more than two) to attend any meeting of the board of directors of DSKX and/or such DSKX Subsidiary or any committees thereof or any senior management committee as an observer, provided that neither DSKX nor any DSKX Subsidiary shall be required to permit the PHMD representative to remain present during any confidential discussion of the Merger Agreements and the transactions contemplated hereby or thereby. PHMD shall receive not less than three (3) Business Days prior written notice (which may be by electronic mail) of any in person meeting, at which representatives of PHMD may attend telephonically, and not less than twenty-four hours prior written notice (which may be by electronic mail) of any telephonic meeting of such board. DSKX shall provide to PHMD a copy of any written consents of the foregoing board of directors or committees thereof (including supporting documentation and schedules), but in any event within one (1) Business Day following such action.
Board Observer. (a) The Company shall allow one representative designated by NGP to attend all meetings of the Board in a nonvoting capacity (the “Observer Rights”), and in connection therewith, the Company shall give such representatives copies of all notices, minutes, consents and other materials, financial or otherwise, which the Company provides to its Board; provided, however, that such representative shall sign a confidentiality agreement in a form that is agreeable to both Angeleno and the Company; and provided further that the Company reserves the right to exclude such representative from access to any material or meeting or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege. Notwithstanding anything to the contrary contained herein, if at any time an individual nominated by Angeleno pursuant to Section 5.3(b)(iii) of the ROFR Agreement is not a director of the Company, then at such time the Company shall allow one representative designated by Angeleno to have the same Observer Rights as provided to NGP under this Agreement, subject to fulfillment by such representative of the same conditions imposed upon the representative designated by NGP under this Agreement.
(b) GE shall be entitled to receive copies of all materials provided at regular or special meetings of the Board as and when such materials are provided to members of the Board, which such information may be redacted by the Company, in its reasonable discretion, in the same manner described in Section 3.1(e) above (the “GE Board Materials”). The Board shall invite up to three (3) representatives designated by GE to meet with management of the Company on each date the Board holds a meeting (such meetings to take place no less often than on a quarterly basis). On each such date, the Company shall cause management to be available to meet with GE for a period of time reasonably sufficient to discuss the GE Board Materials and any other business of the Company that the Company determines, in its reasonable discretion, does not relate to any competitive aspect of the wind energy industry (including, without limitation, any specific subsidiary, facility or portion thereof, customer or prospective customer that relates to the wind energy industry). In addition, the Board may invite one representative designated by GE to attend any meetings of the Board (and, if applicable, portions thereof) during which no matters re...
Board Observer. At the Closing, the Purchasers shall be irrevocably and unconditionally (subject to the express terms hereof) granted the right to appoint one non-voting observer to the Company’s board of directors (the “Observer”) pursuant to the Observer Agreement, which agreement and appointment will become effective as of the Closing.
Board Observer. 5.1 The Issuer agrees and undertakes that, as of the Closing Date until such time as the Subscriber is the beneficial holder of less than 5% of the issued and outstanding common shares in the capital of the Issuer (the “Observer Threshold”), the Subscriber shall be entitled to appoint one observer (the “Observer”) to the board of directors of the Issuer (the “Board”), which observer shall be entitled to receive notice of and attend all meetings of the Board, but not to vote thereat, and to receive all information and materials provided by the Issuer to the members of the Board from time to time, as well as such further information as the Observer may reasonably request in order to ensure compliance by the Issuer with its various obligations towards the Subscriber. The Observer shall hold in confidence and trust all information received and shall act in a fiduciary manner with respect to all information so provided in the same manner as if the Observer were a director of the Issuer, except that the Observer shall be entitled to disclose such information to the Subscriber. Each Observer who has not already done so shall upon written request of the Issuer deliver, in a form acceptable to the Issuer, acting reasonably, a legal, valid, and enforceable document whereby such person agrees to be bound by, and comply with, the terms of the provisions of this Agreement that apply to the Observer. Moreover, the Observer shall be the beneficiary of an indemnification agreement to be entered in its favour into between the Observer and the Issuer.
5.2 Upon the Investor ceasing to satisfy the Observer Threshold, the Subscriber shall notify the Issuer of such fact and, at the option of the Issuer, the Subscriber will cause the Observer to be removed, it being understood that the right of the Subscriber to appoint an observer as contemplated by Section 5.1 shall be reinstated each time that the Subscriber is once again the beneficial holder of at least 5% of the issued and outstanding common shares in the capital of the Issuer.
Board Observer. Agent shall have the right to designate one (1) observer (the “Board Observer”) to attend, as a nonvoting observer, two meetings of the board of directors of the Borrower in each Fiscal Year (each, a “Board Meeting”) at which the Borrower’s management is scheduled to present the Borrower’s financial statements and financial and operating results and discuss the marketing of Enablex / Emselex. The Borrower shall provide the Board Observer with (i) reasonable advance notice of all Board Meetings or notice of such Board Meetings at the same time such notice is delivered to the directors and (ii) provide all documents and other written materials (including consents) delivered to the directors in connection with such meetings at the same time such notice and documents and other written materials are delivered to the directors. The Borrower shall reimburse the Board Observer for its reasonable, documented out-of-pocket fees, costs, expenses and disbursements (including reasonable and documented travel and lodging expenses) in connection with attending Board Meetings. The Board Observer shall be subject to the same obligations of confidentiality as a director, except that the Board Observer may disclose or communicate information to the Agent and the Lender notwithstanding such obligations.
Board Observer. Each Credit Party shall give Lenders notice of (in the same manner as notice is given to directors), and permit three persons designated by Agent to attend as an observer, all meetings of its Board of Directors and all executive and other committee meetings of its Board of Directors and shall provide to Lenders the same information concerning the Credit Parties and their Subsidiaries, and access thereto, provided to members of the Credit Parties’ respective Board of Directors and such committees, as applicable. The reasonable travel expenses incurred by any such designees of Lenders in attending any board or committee meetings shall be reimbursed by the Credit Parties; provided, that the Credit Parties will not be required to permit a person designated by Lenders to attend, as an observer, any committee meeting of its Board of Directors or provide information to Lenders as provided to such committees, unless the Lender has executed a confidentiality agreement satisfactory to Lender in its reasonable determination, or in the event the Board of Directors of the Credit Parties reasonably determines that a conflict of interest may exist between Agent and the Credit Parties.