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. The Company shall permit a representative of Chesapeake (the “Observer”) to attend all meetings of the Board of Directors and all committees thereof (whether in person, telephonic or other) in a non-voting, observer capacity and shall provide to Chesapeake the right to receive all notices, reports and other communications sent to directors, at the same time they are transmitted to directors. The Observer may be excluded from any meeting or portion thereof and need not be provided such materials if a majority of the Board of Directors reasonably believes that the Observer’s attendance at such meeting or access to such information would: (i) adversely affect attorney-client privilege between the Company and its counsel; (ii) represent confidential or proprietary business information that could be misused by Chesapeake; or (iii) involve a conflict of interest between the Company and Chesapeake. Chesapeake agrees and acknowledges that it and the Observer will be bound by the confidentiality provisions of Section 8.7 of this Agreement. The Company acknowledges that Chesapeake and the Observer may have, from time to time, information (“Information”) that may be of interest to the Company regarding a wide variety of matters including, by way of example only, current and future investments Chesapeake has made, may make, may consider or may become aware of with respect to other companies that may be competitive with the Company’s. The Information may or may not be known by the Observer. The Company agrees that Chesapeake and the Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or that would require Chesapeake or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the Company. Any one of the individuals named on Schedule 3.2 may act as Chesapeake’s Observer. From time to time, Chesapeake may, upon written notice to and approval by the Company, propose an amendment to Schedule 3.2 to replace any of the individuals named on Schedule 3.2 with different individuals who may act as Observer. The right of Chesapeake to an Observer shall be suspended during the time period in which Chesapeak...
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. 3.1 To the extent that the Manager is entitled to have a Board Observer present at the meetings of the Board or any committees of the Board (collectively, "Board Meetings"), the provisions of this Article 3 will apply.
3.2 The Board Observer shall be entitled to receive notice of and to attend (in person or by telephone, video conference or other means) each Board Meeting (except in camera sessions to the extent members of management of the Manager are excluded from such in-camera sessions), whether such Board Meetings are held in person, by telephone, video conference or any other means.
3.3 The Board Observer shall have the right to take part in discussions and deliberations of matters brought before the Board.
3.4 The Board Observer shall not be entitled to vote on any matters brought before the Board or any committee of the Board.
3.5 The Corporation shall, in advance of each Board Meeting, send to the Board Observer all notices, consents, minutes, documents and other information and materials that it sends to members of the Board for purposes of the applicable Board Meeting, in their capacities as such (collectively, the "Board Materials"), at substantially the same time and in substantially the same manner (or as close as may be reasonably practicable thereto) as the Corporation sends the Board Materials to members of the Board. Notwithstanding the foregoing, in no event shall the failure to provide the Board Materials as described above in any way invalidate any action taken at a Board Meeting.
3.6 The Corporation shall deliver to the Board Observer copies of any written consent resolutions proposed to be adopted by the Board or any committee of the Board, at the same time as such written consent resolutions are circulated to members of the Board or any committee of the Board for signature, and shall advise the Board Observer as to the approval of such written consent resolutions.
3.7 The Board Observer shall not be entitled to any remuneration for acting in such capacity; provided, however that all reasonable expenses of the Board Observer shall be borne by the Corporation, to the same extent that such expenses are borne by the Corporation for members of the Board. For greater certainty, the Manager hereby acknowledges and agrees that the Corporation shall have no obligation to pay directors fees or similar compensation or issue any options or other securities convertible into shares of the Corporation to the Board Observer in the Board Observer's ...
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.
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. So long as it holds any Shares, each of ▇▇▇▇▇▇▇▇ (provided that no ▇▇▇▇▇▇▇▇ Default has occurred), GS, CDH, Qiming, Ignition, JAFCO and Ctrip shall have the right, from time to time, and at any time, to designate one (1) individual (the “Observer”) to attend and speak at all meetings of the Board and all committees thereof (whether in person, by telephone or other) in a non-voting observer capacity. The initial Observer appointed by Ctrip shall be ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, effective as of the Closing Date. An Observer is entitled to receive all notices of meetings of the Board and all committees thereof as well as copies of all minutes, consents and other materials, financial or otherwise, concurrently and in the same manner as such notices, minutes, consents and other materials are provided to the members of the Board and all committees thereof. An Observer shall have full rights of audience and may speak at all meetings of the Board and all committees thereof, but shall not be entitled to vote or be counted towards the quorum at any such meetings. The Founder and the Company hereby irrevocably agree that each Observer is a nominee of the Investor who appoints him/her and that such Observer shall be entitled to, and the Investor who nominates him/her can require him/her to, report all matters concerning the Company and its Subsidiaries, including but not limited to, matters discussed at any meeting of the Board and all committees thereof, and that the Observer may take advice and obtain instructions from his/her nominating Investor.
Board Observer. Until the earlier of (i) Investor no longer owning, (x) prior to consummation of an IPO, at least ten percent (10%) of the outstanding limited liability company interests of the Company (“GSRP Common Equity”) or (y) following consummation of an IPO, at least ten percent (10%) of the outstanding shares of common stock of GSRP Holdings (collectively, the “Equity Threshold”), and (ii) the consummation of a Sale, the Investor shall be entitled to designate one nonvoting board observer to the GSRP Board (the “Pre-IPO Board Observer”) until the consummation of an IPO, and after the consummation of an IPO one nonvoting board observer to the GSRP Holdings Board (together with Pre-IPO Board Observer, the “Board Observer”). The Board Observer must (1) enter into a board observer agreement in the form attached hereto as Exhibit A, (2) not be engaged in any activities that are competitive to the GSRP Entities (other than general investment activities by the Investor and its controlled affiliates in the ordinary course of its business) and (3) the service of such individual as a Board Observer shall not otherwise violate Applicable Law and the listing rules of any National Securities Exchange on which the shares of common stock of GSRP Holdings are listed. If the Board Observer resigns or is removed from GSRP Board or GSRP Holdings Board or is unable to serve as the Board Observer due to death or disability, and at such time the Investor continues to be entitled to designate a Board Observer, the Investor shall have the right to designate a successor who shall be appointed to the GSRP Board or GSRP Holdings Board, as applicable, as promptly as practicable following the designation thereof and shall be treated as the Board Observer for all purposes of this Letter Agreement. GSRP or GSRP Holdings, as applicable, shall (A) give the Board Observer notice of the applicable meeting or action taken by written consent at the same time and in the same manner as notice is given to the members of the GSRP Board or GSRP Holdings Board, as applicable, (B) provide the Board Observer with access to all materials and other information given to the members of the GSRP Board or GSRP Holdings Board, as applicable, in connection with such meetings or actions taken by written consent at the same time and in the same manner as such materials and information are furnished to members of the GSRP Board or GSRP Holdings Board, as applicable, and (C) provide the Board Observer with all rights to...