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 capacity as such. 3.8 The Manager acknowledges that as a result of attending Board Meetings and receiving the Board Materials, the Board Observer will have access to confidential information of the Corporation, the disclosure of which could be detrimental to the interests of the Corporation. The Manager agrees that, subject to the provisions of this Agreement, it shall cause the Board Observer to: (i) hold all Board Materials and all other information in respect of the Corporation provided to him or her or learned by him or her in his/her capacity as Board Observer (including materials prepared by the Board Observer utilizing Board Materials or such other information) in strict confidence; (ii) not disclose, directly or indirectly, any such information to any person, except as permitted by this Agreement; and (iii) use any such information solely for the purposes reasonably related to the Manager acting as the manager pursuant to the Management Agreement or related to the interests of the Manager or its Affiliates as holders of Common Shares; (iv) comply with all applicable securities laws that may prohibit a Person who has material, non-public information in respect of the Corporation or any other information provided to him or her or learned by him or her in his/her capacity as Board Observer from trading in securities of the Corporation or any other entity to which such information relates; and (v) comply with all trading restrictions or black-out periods imposed by the Board. The Board Observer shall be entitled to disclose all such information (or any portion thereof) to its Affiliates and their directors, officers, employees, representatives, agents, lawyers, consultants, financial and other advisors (collectively, the "Representatives") provided that the Manager shall cause its Affiliates and their Representatives to treat the information as confidential in a manner consistent with this Agreement and the Manager will be liable for any loss or damage resulting from a failure of its Affiliates and their Representatives to do so. This confidentiality provision will survive the termination of this Agreement. 3.9 The confidentiality obligations set out in Section 3.8 hereof shall not apply to information that: (i) was in the public domain at the time of its communication or disclosure or thereafter becomes part of the public domain through no fault of the Manager, its Affiliates or their Representatives, as applicable; (ii) was in the possession of the Manager, its Affiliates or their Representatives, as applicable, at the time of its communication or disclosure and was not acquired from the Corporation; (iii) was received from a third party without an obligation of confidentiality, provided that the Manager, its Affiliates or their Representatives, as applicable, has no reason to believe such third party was under an obligation of confidentiality with respect to the information; or (iv) is required by law or an order of a court of competent jurisdiction to be disclosed.
Appears in 1 contract
Sources: Governance Agreement
Board Observer. 3.1 To (A) The Original Borrower and the extent that Borrower (from the Manager is entitled to have a Board Observer present First Effective Date only) shall procure that, at all times from and including the meetings Closing Date (or the First Effective Date, in the case of the Board or any committees Borrower) until and excluding the First Effective Date in the case of the Board Original Borrower or the SPAC Listing Date in the case of the Borrower (collectivelyeach, "Board Meetings"the “Relevant Time”), a representative of the provisions of this Article 3 will apply.
3.2 The Agent or the Original Lender (or the Arranger acting on its behalf), or Eleuthera SPC (the “Board Observer 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 on behalf 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 Lenders on 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 condition 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, attend Board Meetings as an observer only and shall not:
(1) have any rights or liabilities in relation to the same extent that such expenses are borne by the Corporation for members direction or conduct of any management of any member 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 capacity as such.
3.8 The Manager acknowledges that Group as a result of attending Board Meetings and receiving Meetings; or
(B) be entitled to vote at, or count in the quorum for, any Board Meeting. At all times during the Relevant Time, the Borrower and/or Original Borrower (as the case may be) shall procure that the Board MaterialsObserver is given notice of Board Meetings:
(1) as soon as reasonably practicable;
(2) no later than the time that notice of the relevant Board Meeting is given to members of the board of directors of the Borrower generally;
(3) no later than the time that notice of the relevant Board Meeting is required to be given pursuant to the constitutional documents of the Borrower; and
(4) in any event, no later than 10 Business Days prior to the relevant Board Meeting (unless the Chairman of the Board of Directors reasonably deems it important for the commercial interest of the Borrower to convene the Board Meeting earlier than this).
(C) At all times during the Relevant Time, the Borrower (or the Original Borrower, prior to the First Effective Date) shall procure that the Board Observer is supplied with a copy of all relevant board papers which are dispatched to members of the board of directors of the Borrower for the purposes of a Board Meeting generally at the same time as they are dispatched to those members of the board of directors of the Borrower (or the Original Borrower, as the case may be).
(D) The Agent, the Original Lender (or the Arranger acting on its behalf) or Eleuthera SPC agree that as a condition to their representative acting as a Board Observer, such person shall undertake to cooperate with the Borrower and fulfil any and all necessary formalities requested by the competent authorities or by applicable laws, as well as comply with any applicable laws, in each case as the same apply to their role as a Board Observer, in all cases during the Relevant Time only.
(E) Notwithstanding the foregoing, where the Borrower’s (or Original Borrower’s) board of directors resolve, acting reasonably and in good faith, that a matter to be discussed gives rise to an actual bona fide conflict of interest between the Lenders and the Borrower (or, prior to the First Effective Date, the Original Borrower), the Board Observer will have access to confidential information may be excluded from the part of the Corporation, meeting (and from the disclosure of which could be detrimental to the interests of the Corporation. The Manager agrees that, subject to the provisions of this Agreement, it shall cause the Board Observer to: (i) hold all Board Materials and all other information in respect of the Corporation provided to him or her or learned by him or her in his/her capacity as Board Observer (including materials prepared by the Board Observer utilizing Board Materials or such other information) in strict confidence; (ii) not disclose, directly or indirectly, distribution list for any such associated written materials) where the matter giving rise to such conflict of interest is discussed, in all cases during the Relevant Time only.
(F) Notwithstanding any other term in this Clause 18.8 (Board Observer), on and from the SPAC Listing Date, if the Parties are unable to obtain the necessary information to any person, except as permitted by this Agreement; and (iii) use any such information solely for the purposes reasonably related to the Manager acting as the manager pursuant to the Management terms of this Agreement or related and/or agree any suitable additional information rights (whether by way of an amendment to the interests of existing information covenants herein or otherwise), then the Manager Borrower shall, at any time on or following the SPAC Listing Date, absent any such agreement or access to the relevant information above, grant the Arranger the right to perform an audit at any time upon request which will include providing the Arranger with access to the Borrower’s premises and the right to inspecting the Borrower’s board minutes and books. The Arranger may at its Affiliates as holders of Common Shares; (iv) comply discretion refrain from exercising the information and audit rights if the Arranger acting in its sole discretion believes that such information or audit may provide it with all applicable securities laws that may prohibit a Person who has material, material non-public information in respect affecting the ability of the Corporation or any other information provided Lender Designate to him or her or learned by him or her in his/her capacity as Board Observer from trading in securities of sell the Corporation or any other entity to which such information relates; and (v) comply with all trading restrictions or black-out periods imposed by the Board. The Board Observer shall be entitled to disclose all such information (or any portion thereof) to its Affiliates and their directors, officers, employees, representatives, agents, lawyers, consultants, financial and other advisors (collectively, the "Representatives") provided that the Manager shall cause its Affiliates and their Representatives to treat the information as confidential in a manner consistent with this Agreement and the Manager will be liable for any loss or damage resulting from a failure of its Affiliates and their Representatives to do so. This confidentiality provision will survive the termination of this AgreementSPAC Conversion Shares.
3.9 The confidentiality obligations set out in Section 3.8 hereof shall not apply to information that: (iG) was in the public domain at the time of its communication or disclosure or thereafter becomes part of the public domain through no fault of the ManagerIn this Clause 18.8 (Board Observer), its Affiliates or their Representatives, as applicable; (ii) was in the possession of the Manager, its Affiliates or their Representatives, as applicable, at the time of its communication or disclosure and was not acquired from the Corporation; (iii) was received from a third party without an obligation of confidentiality, provided that the Manager, its Affiliates or their Representatives, as applicable, has no reason to believe such third party was under an obligation of confidentiality with respect to the information; or (iv) is required by law or an order of a court of competent jurisdiction to be disclosed.“Board Meeting” means any meeting of:
Appears in 1 contract
Sources: Term Facility Agreement (Rockley Photonics Holdings LTD)
Board Observer. 3.1 To the extent that the Manager is entitled to have a Board Observer present at the meetings (a) As of the Board or any committees Effective Time and until the earlier of (i) December 31, 2018 and (ii) the date of the first quarterly meeting of the TNK Board following the date on which the average of the closing price of a share of TNK Class A Common Stock for the immediately preceding fifteen (collectively15) trading days is greater than the product of (A) 1.25 and (B) the closing price of a share of TNK Class A Common Stock on the trading day immediately prior to the date of this Agreement, "Board Meetings")and subject to the terms and conditions set forth in this Section 8.10, 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 Special Committee shall have the right to take part in discussions and deliberations of matters brought before designate a single representative (the Board.
3.4 The “Board Observer shall not be entitled Observer”) to vote on any matters brought before the Board or any committee attend all meetings of the Board.
3.5 The Corporation shall, TNK Board 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 an observer 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 capacity as such.
3.8 The Manager acknowledges that as a result of attending Board Meetings and receiving the Board Materials, the Board Observer will have access to confidential information of the Corporation, the disclosure of which could be detrimental to the interests of the Corporation. The Manager agrees that, subject to the provisions of this Agreement, it shall cause the Board Observer to: (i) hold all Board Materials and all other information in respect of the Corporation provided to him or her or learned by him or her in his/her capacity as Board Observer (including materials prepared by the Board Observer utilizing Board Materials or such other information) in strict confidence; (ii) not disclose, directly or indirectly, any such information to any person, except as permitted by this Agreement; and (iii) use any such information solely for the purposes reasonably related to the Manager acting as the manager pursuant to the Management Agreement or related to the interests of the Manager or its Affiliates as holders of Common Shares; (iv) comply with all applicable securities laws that may prohibit a Person who has material, non-public information in respect of the Corporation or any other information provided to him or her or learned by him or her in his/her capacity as Board Observer from trading in securities of the Corporation or any other entity to which such information relates; and (v) comply with all trading restrictions or black-out periods imposed by the Board. The Board Observer shall be determined as follows: (x) (1) the Special Committee may propose two candidates who are employees of any of TIL’s five largest shareholders (such five largest shareholders to be determined as of the date of this Agreement) to serve as the Board Observer (following consultation of the Special Committee with such of TIL’s large shareholders regarding such candidates as the Special Committee determines appropriate in its sole discretion) and (2) TNK shall choose, in its sole discretion but without unreasonable delay, one of the two such candidates proposed by the Special Committee to be the Board Observer to serve as the Board Observer commencing as of the Effective Time or (y) the Special Committee may propose one candidate who is not an employee of, or affiliated with, any of TIL’s five such largest shareholders to serve as the Board Observer commencing as of the Effective Time, subject to (1) TNK’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) and (2) TNK’s right to interview the candidate proposed by the Special Committee to be the Board Observer for the purpose of determining whether to grant such consent; provided that if TNK does not consent to the candidate proposed by the Special Committee pursuant to clause (y), the Special Committee may continue to propose candidates to serve as the Board Observer pursuant to clause (x) or clause (y) until TNK chooses or consents to one such Board Observer candidate in accordance with the terms of this Section 8.10(a). In the event that the Board Observer resigns, dies or is otherwise unwilling or unable to continue to serve as the Board Observer, the Special Committee may nominate replacements to serve as the Board Observer following the procedures set forth in the immediately preceding sentence. Notwithstanding the foregoing, TNK shall have no obligation to select or consent to, as applicable, a Board Observer that (A) is affiliated with a competitor of TNK or (B) has been convicted of a felony involving (i) moral turpitude or (ii) a violation of federal, state or foreign securities laws.
(b) The Board Observer will not constitute a director of the TNK Board and will not be entitled to disclose vote on, or consent to, any matters presented to the TNK Board, and will not be counted towards a quorum. For the avoidance of doubt, TNK’s failure to comply with any of the provisions set forth in this Section 8.10 will not in any way affect the validity of any actions of the TNK Board. TNK will (i) give the Board Observer written notice of each meeting of the TNK Board at the same time and in the same manner as notice is given to members of the TNK Board, (ii) provide the Board Observer with copies of all written materials and other information at the same time such materials and information are furnished to members of the TNK Board, (iii) provide the Board Observer with the same right to attend (whether in person or by telephone or other means of electronic communication) such meetings as is given to the members of the TNK Board, (iv) provide the Board Observer with the same opportunity as the members of the TNK Board to request additional information regarding TNK and communicate with and receive information from members of TNK management and (v) provide the Board Observer information regarding all committees of the Board that the Board Observer reasonably requests. As a condition to TNK’s obligations hereunder, the Board Observer will agree to enter into, comply with, and be bound by, in all respects, the terms and conditions of a Board Observer Agreement in substantially the form attached hereto as Exhibit A (the “Board Observer Agreement”). The Board Observer Agreement will be provided to the Board Observer within two days of his or her selection or approval, as applicable, and the Board Observer will have all of the rights and privileges provided for under this Section 8.10 and the Board Observer Agreement upon his or her execution and delivery of the Board Observer Agreement to TNK. Notwithstanding any rights to be granted or provided to the Board Observer hereunder, the TNK Board may exclude the Board Observer from access to any materials or attendance at any meeting or portion thereof if and to the extent that the TNK Board is advised by outside counsel that (i) such access or attendance is reasonably likely to result in the loss of the attorney-client privilege between TNK or any portion thereof) to of its Affiliates Subsidiaries and their directorsrespective counsel, officers(ii) such withholding or exclusion is required for TNK or its Subsidiaries to comply with any applicable Law or (iii) there is an actual or potential conflict of interest between TNK and/or any of its Subsidiaries, employeeson the one hand, representativesand the Board Observer and/or its Affiliates, agentson the other hand; provided, lawyershowever, consultants, financial and that TNK will use its reasonable best efforts to provide the Board Observer with access to such materials or other advisors (collectively, information to the "Representatives") provided that the Manager shall cause its Affiliates and their Representatives to treat the information as confidential fullest extent possible in a manner consistent with this Agreement that does not have the effects described in clauses (i), (ii) and (iii). TNK shall (1) compensate the Manager will Board Observer in the same amount and at the same times as it compensates the members of the TNK Board (provided that (x) the Board Observer shall receive the entire value of its compensation in the form of cash and (y) the Board Observer shall be liable compensated pro rata for any loss service performed prior to a payment date if the Board Observer is no longer serving in such position as of such payment date), (2) reimburse such Board Observer for all of his or damage resulting from her of reasonable out-of-pocket expenses incurred by the Board Observer in connection with his or her attendance at meetings of the TNK Board (in accordance with the terms of TNK’s travel and expense policy for TNK directors), (3) maintain a failure D&O Insurance policy for the Board Observer with benefits and levels of its Affiliates coverage no less favorable to the Board Observer than the D&O Insurance policy applicable to the members of the TNK Board, and their Representatives (4) indemnify and hold harmless such Board Observer in accordance with and pursuant to do sothe Board Observer Agreement. This confidentiality provision will survive For the termination avoidance of doubt, the Board Observer shall cease to serve in such capacity upon the date that the Special Committee no longer has a right to designate a Board Observer pursuant to Section 8.10(a) of this Agreement.
3.9 (c) The confidentiality obligations set out in provisions of this Section 3.8 hereof shall not apply to information that: 8.10 are (i) was in intended to be for the public domain at the time of its communication or disclosure or thereafter becomes part benefit of, and shall be enforceable by, each Board Observer and each member of the public domain through no fault Special Committee. The obligations of TNK and the Surviving Company under this Section 8.10 shall not be terminated or modified in such a manner as to adversely affect the rights of the ManagerBoard Observer, its Affiliates the Special Committee or their Representatives, as applicable; (ii) was in the possession members of the Manager, its Affiliates Special Committee unless (x) such termination or their Representatives, as applicable, at the time of its communication or disclosure and was not acquired from the Corporation; (iii) was received from a third party without an obligation of confidentiality, provided that the Manager, its Affiliates or their Representatives, as applicable, has no reason to believe such third party was under an obligation of confidentiality with respect to the information; or (iv) modification is required by law applicable Law or an order (y) the Board Observer and the members of a court the Special Committee shall have consented in writing to such termination or modification (it being expressly agreed that the Board Observer and the members of competent jurisdiction the Special Committee shall be third-party beneficiaries of this Section 8.10). For the avoidance of doubt, the members of the Special Committee may enforce the provisions of this Section 8.10 following the Effective Time (even though the Special Committee shall have ceased to be disclosedexist at such time), and at the Effective Time the rights of the Special Committee under this Section 8.10 shall become the personal rights of the former members of the Special Committee, provided, however, that the members of the Special Committee and the Board Observer may not assign, delegate or otherwise transfer any of its rights or obligations under this Section 8.10 without the prior written consent of TNK.
Appears in 1 contract
Board Observer. 3.1 To Purchaser shall have the extent right to appoint an observer to Maker’s board of directors (such person appointed by Purchaser from time to time in accordance with this Section 5 being the “Observer”). The Observer shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇. If Purchaser ever wishes to appoint any replacement Observer, it shall submit the names of two qualified proposed individuals to Maker and Maker shall, within five (5) business after receiving such names, either choose one of those two individuals to be the replacement Observer or, if Maker determines, in its reasonable judgment, that the Manager is entitled to have a Board Observer present at the meetings either of the Board proposed Observer nominees has a conflict with the Company, notify Purchaser of its objection and request Purchaser to propose a replacement Observer nominee. Such right to appoint the Observer shall continue until Purchaser together with its affiliates own less than 16,259,285 shares of Maker’s common stock, as such number may be equitably adjusted to take into consideration any stock split, stock dividend, recapitalization or any committees similar event (and for purposes of calculating such number of shares owned by Purchaser and its affiliates, Purchaser shall be deemed to own (A) all shares of Maker’s common stock that it would own upon conversion of the Board Debenture excluding shares that would be received upon exercise of the warrants issued or issuable upon conversion of the Debenture and (collectivelyB) all shares of Maker’s common stock that its affiliate, "Board Meetings"Navy Capital Green Co-Invest, LLC, would own upon conversion of that Debenture of even date herewith in the principal amount of $4,504,457 executed by Maker in favor of Navy Capital Green Co-Invest, LLC excluding shares that would be received upon exercise of the warrants issued or issuable upon conversion of such debenture). For the avoidance of doubt (i) the Observer shall not be acting as a director and has no right to vote on matters brought before the board of directors, has no fiduciary duties to the provisions shareholders of this Article 3 will apply.
3.2 The Board Maker, and shall not be counted for purposes of establishing the presence of a quorum for a board of directors meeting; (ii) the Observer shall be entitled to receive notice copies 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 consents and other information and materials that it sends provided to members of the Board for purposes board 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 capacitydirectors; 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 capacity as such.
3.8 The Manager acknowledges that as a result of attending Board Meetings and receiving the Board Materials, the Board Observer will have access to confidential information of the Corporation, the disclosure of which could be detrimental to the interests of the Corporation. The Manager agrees that, subject to the provisions of this Agreement, it shall cause the Board Observer to: (i) hold all Board Materials and all other information in respect of the Corporation provided to him or her or learned by him or her in his/her capacity as Board Observer (including materials prepared by the Board Observer utilizing Board Materials or such other information) in strict confidence; (ii) not disclose, directly or indirectly, any such information to any person, except as permitted by this Agreement; and (iii) use any the Observer may be excluded from discussions of certain matters or from receipt of materials if (a) the discussions or materials involve Purchaser or one of its affiliates, (b) the discussions or materials involve a company in which Purchaser or one of its affiliates maintains an investment or with respect to which Purchaser or the Observer has a conflict of interest, or (c) the board of directors reasonably determines that the Observer’s attendance for such information solely for discussions or receipt of such materials would adversely affect the purposes reasonably related to the Manager acting as the manager pursuant to the Management Agreement or related to the interests of the Manager or its Affiliates as holders of Common SharesMaker’s attorney client privilege; (iv) comply with all applicable securities laws that may prohibit a Person who has material, the Observer shall sign Maker’s standard form of non-public information disclosure agreement and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy; (v) that the Observer acknowledges that his name may appear in respect of the Corporation or any other information provided to him or her or learned Maker’s publicly filed disclosure documents if required by him or her in his/her capacity as Board Observer from trading in securities of the Corporation or any other entity to which such information relateslaw; and (vvi) comply with all trading restrictions or black-out periods imposed by the Board. The Board Observer shall be entitled required to disclose all such complete applications, and provide personal information (or any portion thereof) possibly including fingerprints and photographs), if required by applicable licensing authorities related to its Affiliates and their Maker’s businesses. Maker shall reimburse Purchaser for all reasonable out-of-pocket expenses actually incurred by the Observer in connection with the Observer’s attendance at meetings of the board of directors, officers, employees, representatives, agents, lawyers, consultants, financial and other advisors (collectively, the "Representatives") provided that the Manager shall cause its Affiliates and their Representatives to treat the information as confidential in a manner consistent with this Agreement and the Manager will be liable for any loss or damage resulting from a failure of its Affiliates and their Representatives to do so. This confidentiality provision will survive the termination of this Agreement.
3.9 The confidentiality obligations set out in Section 3.8 hereof shall not apply to information that: (i) was in the public domain at the time of its communication or disclosure or thereafter becomes part same manner as other members of the public domain through no fault of the Manager, its Affiliates or their Representatives, as applicable; (ii) was in the possession of the Manager, its Affiliates or their Representatives, as applicable, at the time of its communication or disclosure and was not acquired from the Corporation; (iii) was received from a third party without an obligation of confidentiality, provided that the Manager, its Affiliates or their Representatives, as applicable, has no reason to believe such third party was under an obligation of confidentiality with respect to the information; or (iv) is required by law or an order of a court of competent jurisdiction to be disclosedboard are reimbursed.
Appears in 1 contract
Board Observer. 3.1 To For so long as Evolve owns more than two percent (2%) of the extent that issued and outstanding Common Units and is not a Non-Funding Member, Evolve shall have the Manager is entitled right to have designate one (1) natural Person to act as a Board Observer present observer (a “Board Observer”) at the all meetings of the Board or any committees of Board, which designation shall be made by written notice to the Board (collectively, "Board Meetings")Company. Subject to the limitations set forth in this Section 5.6, the provisions of this Article 3 will apply.
3.2 The Board Observer shall be entitled to receive notice attend all meetings of the Board and, so long as Evolve owns at least ten percent (10%) of the issued and to attend (in person or by telephoneoutstanding Class B Preferred Units, video conference or other means) each Board Meeting (except in camera sessions of any committee thereof, and the Company shall provide 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 any notices of Board or committee meetings, as applicable, and a copy of all meeting materials currently with providing such notices and materials to the right Board or committee, as applicable, substantially concurrently with delivery of such notices and meeting materials to take part in discussions and deliberations of matters brought before the Board.
3.4 Managers. The Board Observer shall not be entitled have any voting rights or count towards any quorum with respect to vote on any matters action brought before the Board or any committee of the Board.
3.5 The Corporation shall, in advance of each Board Meeting, send committee. Notwithstanding any rights to be granted or provided to the Board Observer all noticesunder this Agreement, 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 two Managers acting together may exclude a Board Observer from access to any materials or meetings (but not prevent delivery of a notice of such meeting) or portion thereof, (a) if the BoardBoard Observer does not execute and deliver to the Company a confidentiality agreement reasonably acceptable to the Company prior to such meeting or the delivery of such materials, at (b) if such exclusion is reasonably (in the same time as such written consent resolutions are circulated to members good faith determination of the Board or such Managers) necessary to preserve the attorney-client privilege between the Company or its Subsidiaries and counsel, or any committee of the Board for signatureprivilege under any common interest or joint defense doctrine, and shall advise the Board Observer as or to the approval of such written consent resolutions.
3.7 The Board Observer shall not be entitled to any remuneration for acting in such capacitycomply with law, rule or regulation; provided, however provided that all reasonable expenses of the Board Observer shall be borne provided with a summary of such materials or minutes of such meeting that, in each case, provides as much detail as reasonably possible about such materials or such meeting without reasonably being expected to forfeit attorney-client privilege. Nothing herein shall prevent the Board from taking any action by written consent in accordance with this Agreement, provided, however, that the Corporation, to Board Observer will receive any such written consent substantially concurrently with the same extent that such expenses are borne by the Corporation for other 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 capacity as such.
3.8 The Manager acknowledges that as a result of attending Board Meetings and receiving the Board Materials, the Board Observer will have access to confidential information of the Corporation, the disclosure of which could be detrimental to the interests of the Corporation. The Manager agrees that, subject to the provisions of this Agreement, it shall cause the Board Observer to: (i) hold all Board Materials and all other information in respect of the Corporation provided to him or her or learned by him or her in his/her capacity as Board Observer (including materials prepared by the Board Observer utilizing Board Materials or such other information) in strict confidence; (ii) not disclose, directly or indirectly, any such information to any person, except as permitted by this Agreement; and (iii) use any such information solely for the purposes reasonably related to the Manager acting as the manager pursuant to the Management Agreement or related to the interests of the Manager or its Affiliates as holders of Common Shares; (iv) comply with all applicable securities laws that may prohibit a Person who has material, non-public information in respect of the Corporation or any other information provided to him or her or learned by him or her in his/her capacity as Board Observer from trading in securities of the Corporation or any other entity to which such information relates; and (v) comply with all trading restrictions or black-out periods imposed by the Board. The Board Observer shall be entitled to disclose all such information (or any portion thereof) to its Affiliates and their directors, officers, employees, representatives, agents, lawyers, consultants, financial and other advisors (collectively, the "Representatives") provided that the Manager shall cause its Affiliates and their Representatives to treat the information as confidential in a manner consistent with this Agreement and the Manager will be liable for any loss or damage resulting from a failure of its Affiliates and their Representatives to do so. This confidentiality provision will survive the termination of this Agreement.
3.9 The confidentiality obligations set out in Section 3.8 hereof shall not apply to information that: (i) was in the public domain at the time of its communication or disclosure or thereafter becomes part of the public domain through no fault of the Manager, its Affiliates or their Representatives, as applicable; (ii) was in the possession of the Manager, its Affiliates or their Representatives, as applicable, at the time of its communication or disclosure and was not acquired from the Corporation; (iii) was received from a third party without an obligation of confidentiality, provided that the Manager, its Affiliates or their Representatives, as applicable, has no reason to believe such third party was under an obligation of confidentiality with respect to the information; or (iv) is required by law or an order of a court of competent jurisdiction to be disclosed.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Nuvve Holding Corp.)
Board Observer. 3.1 To (A) The Original Borrower and the extent that Borrower (from the Manager is entitled to have a Board Observer present Effective Date only) shall procure that, at all times from and including the meetings Closing Date (or the Effective Date, in the case of the Board or any committees Borrower) until and excluding the Effective Date in the case of the Board Original Borrower or the SPAC Listing Date in the case of the Borrower (collectivelyeach, "Board Meetings"the “Relevant Time”), a representative of the provisions of this Article 3 will apply.
3.2 The Agent or the Original Lender (or the Arranger acting on its behalf), or Eleuthera SPC (the “Board Observer 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 on behalf 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 Lenders on 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 condition 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, attend Board Meetings as an observer only and shall not:
(1) have any rights or liabilities in relation to the same extent that such expenses are borne by the Corporation for members direction or conduct of any management of any member 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 capacity as such.
3.8 The Manager acknowledges that Group as a result of attending Board Meetings and receiving Meetings; or
(B) be entitled to vote at, or count in the quorum for, any Board Meeting. At all times during the Relevant Time, the Borrower and/or Original Borrower (as the case may be) shall procure that the Board MaterialsObserver is given notice of Board Meetings:
(1) as soon as reasonably practicable;
(2) no later than the time that notice of the relevant Board Meeting is given to members of the board of directors of the Borrower generally;
(3) no later than the time that notice of the relevant Board Meeting is required to be given pursuant to the constitutional documents of the Borrower; and
(4) in any event, no later than 10 Business Days prior to the relevant Board Meeting (unless the Chairman of the Board of Directors reasonably deems it important for the commercial interest of the Company to convene the Board Meeting earlier than this).
(C) At all times during the Relevant Time, the Borrower (or the Original Borrower, prior to the Effective Date) shall procure that the Board Observer is supplied with a copy of all relevant board papers which are dispatched to members of the board of directors of the Borrower for the purposes of a Board Meeting generally at the same time as they are dispatched to those members of the board of directors of the Borrower (or the Original Borrower, as the case may be).
(D) The Agent, the Original Lender (or the Arranger acting on its behalf) or Eleuthera SPC agree that as a condition to their representative acting as a Board Observer, such person shall undertake to cooperate with the Borrower and fulfil any and all necessary formalities requested by the competent authorities or by applicable laws, as well as comply with any applicable laws, in each case as the same apply to their role as a Board Observer, in all cases during the Relevant Time only.
(E) Notwithstanding the foregoing, where the Borrower’s (or Original Borrower’s) board of directors resolve, acting reasonably and in good faith, that a matter to be discussed gives rise to an actual bona fide conflict of interest between the Lenders and the Borrower (or, prior to the Effective Date, the Original Borrower), the Board Observer will have access to confidential information may be excluded from the part of the Corporation, meeting (and from the disclosure of which could be detrimental to the interests of the Corporation. The Manager agrees that, subject to the provisions of this Agreement, it shall cause the Board Observer to: (i) hold all Board Materials and all other information in respect of the Corporation provided to him or her or learned by him or her in his/her capacity as Board Observer (including materials prepared by the Board Observer utilizing Board Materials or such other information) in strict confidence; (ii) not disclose, directly or indirectly, distribution list for any such associated written materials) where the matter giving rise to such conflict of interest is discussed, in all cases during the Relevant Time only.
(F) Notwithstanding any other term in this Clause 18.8 (Board Observer), on and from the SPAC Listing Date, if the Parties are unable to obtain the necessary information to any person, except as permitted by this Agreement; and (iii) use any such information solely for the purposes reasonably related to the Manager acting as the manager pursuant to the Management terms of this Agreement or related and/or agree any suitable additional information rights (whether by way of an amendment to the interests of existing information covenants herein or otherwise), then the Manager Borrower shall, at any time on or following the SPAC Listing Date, absent any such agreement or access to the relevant information above, grant the Arranger the right to perform an audit at any time upon request which will include providing the Arranger with access to the Borrower’s premises and the right to inspecting the Borrower’s board minutes and books. The Arranger may at its Affiliates as holders of Common Shares; (iv) comply discretion refrain from exercising the information and audit rights if the Arranger acting in its sole discretion believes that such information or audit may provide it with all applicable securities laws that may prohibit a Person who has material, material non-public information in respect affecting the ability of the Corporation or any other information provided Lender Designate to him or her or learned by him or her in his/her capacity as Board Observer from trading in securities of sell the Corporation or any other entity to which such information relates; and (v) comply with all trading restrictions or black-out periods imposed by the Board. The Board Observer shall be entitled to disclose all such information (or any portion thereof) to its Affiliates and their directors, officers, employees, representatives, agents, lawyers, consultants, financial and other advisors (collectively, the "Representatives") provided that the Manager shall cause its Affiliates and their Representatives to treat the information as confidential in a manner consistent with this Agreement and the Manager will be liable for any loss or damage resulting from a failure of its Affiliates and their Representatives to do so. This confidentiality provision will survive the termination of this AgreementSPAC Conversion Shares.
3.9 The confidentiality obligations set out in Section 3.8 hereof shall not apply to information that: (iG) was in the public domain at the time of its communication or disclosure or thereafter becomes part of the public domain through no fault of the ManagerIn this Clause 18.8 (Board Observer), its Affiliates or their Representatives, as applicable; (ii) was in the possession of the Manager, its Affiliates or their Representatives, as applicable, at the time of its communication or disclosure and was not acquired from the Corporation; (iii) was received from a third party without an obligation of confidentiality, provided that the Manager, its Affiliates or their Representatives, as applicable, has no reason to believe such third party was under an obligation of confidentiality with respect to the information; or (iv) is required by law or an order of a court of competent jurisdiction to be disclosed.“Board Meeting” means any meeting of:
Appears in 1 contract
Board Observer. 3.1 To During 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 (collectivelyTerm, "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 Investor shall have the right to take part designate one (1) individual to be present in discussions and deliberations a non-voting, observational capacity (for clarity, with no right to participate) at all meetings of matters brought before the Board.
3.4 The Opthea Board Observer shall not be entitled to vote on any matters brought before the Board of Directors or any committee thereof, including any telephonic meetings but excluding executive sessions of any such meetings (such individual, the Board.
3.5 The Corporation shall, in advance of each “Investor Board Meeting, send Observer”). Any materials that are sent by Opthea to the Board Observer all notices, consents, minutes, documents and other information and materials that it sends to members of the Opthea Board for purposes of Directors in their capacity as such shall be sent to the Investor Board Observer simultaneously by means reasonably designed to ensure timely receipt by the Investor Board Observer (provided that Opthea need not provide to the Investor Board Observer any information that, if disclosed to the Investor Board Observer in his or her capacity as such, would adversely affect the maintenance by Opthea of any applicable Board Meetingattorney-client privilege, any information that relates to (i) the negotiation of any amendment to or restatement of this Agreement, (ii) the strategy with respect to this Agreement as it specifically relates to Investor (provided that nothing in this clause (ii) shall permit Opthea to withhold information related to the Product or the activities undertaken by Opthea, whether generally or pursuant to this Agreement, in their capacities connection with Developing and Commercializing the Product) or (iii) the relationship between Opthea and Investor, or any information related to internal business matters of Opthea that does not relate to the activities to be undertaken by Opthea pursuant to this Agreement and would not reasonably be expected to have a Material Adverse Event), and Opthea will give the Investor Board Observer notice of such meetings, by the same means as such (collectively, notices are delivered to 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 Opthea 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, Directors and at the same time as such written consent resolutions are circulated to members of the Board notice is provided or any committee of the Board for signature, and shall advise the Board Observer as delivered to the approval Opthea Board of such written consent resolutions.
3.7 Directors. 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 capacity as such.
3.8 The Manager acknowledges that as a result of attending Board Meetings and receiving the Board Materials, the Investor Board Observer will have access execute a confidentiality agreement in form and substance reasonably acceptable to confidential information Investor (and, for the avoidance of doubt, Investor will remain responsible to Opthea for any noncompliance by the Corporation, the disclosure of which could be detrimental to the interests of the Corporation. The Manager agrees that, subject to the provisions of this Agreement, it shall cause the Investor Board Observer to: (i) hold all Board Materials and all other information in respect of the Corporation provided to him or her or learned by him or her in his/her capacity as Board Observer (including materials prepared by the Board Observer utilizing Board Materials or with such other information) in strict confidence; (ii) not disclose, directly or indirectly, any such information to any person, except as permitted by this Agreement; and (iii) use any such information solely for the purposes reasonably related to the Manager acting as the manager pursuant to the Management Agreement or related to the interests of the Manager or its Affiliates as holders of Common Shares; (iv) comply with all applicable securities laws that may prohibit a Person who has material, non-public information in respect of the Corporation or any other information provided to him or her or learned by him or her in his/her capacity as Board Observer from trading in securities of the Corporation or any other entity to which such information relates; and (v) comply with all trading restrictions or black-out periods imposed by the Board. The Board Observer shall be entitled to disclose all such information (or any portion thereof) to its Affiliates and their directors, officers, employees, representatives, agents, lawyers, consultants, financial and other advisors (collectively, the "Representatives") provided that the Manager shall cause its Affiliates and their Representatives to treat the information as confidential in a manner consistent with this Agreement and the Manager will be liable for any loss or damage resulting from a failure of its Affiliates and their Representatives to do so. This confidentiality provision will survive the termination of this Agreementobligations).
3.9 The confidentiality obligations set out in Section 3.8 hereof shall not apply to information that: (i) was in the public domain at the time of its communication or disclosure or thereafter becomes part of the public domain through no fault of the Manager, its Affiliates or their Representatives, as applicable; (ii) was in the possession of the Manager, its Affiliates or their Representatives, as applicable, at the time of its communication or disclosure and was not acquired from the Corporation; (iii) was received from a third party without an obligation of confidentiality, provided that the Manager, its Affiliates or their Representatives, as applicable, has no reason to believe such third party was under an obligation of confidentiality with respect to the information; or (iv) is required by law or an order of a court of competent jurisdiction to be disclosed.
Appears in 1 contract
Board Observer. 3.1 To SatixFy shall permit one observer designated by MDA from time to time by written notice to SatixFy (together with any substitute individual that may designated to attend on such observer’s behalf, the extent that the Manager is entitled “Board Observer”) to have a Board Observer present at the attend any regular meetings of the Board (or any relevant committees of the Board thereof) (collectivelyeach such meeting, "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 a “BOD Meeting”) 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)or, whether such Board Meetings are if held in person, by in person, in each case at the election of the Board Observer, it being acknowledged that whether any particular BOD Meeting is via telephone, video conference or in person shall determined by SatixFy subject to its articles of association . The Board Observer shall not be a member of the Board and shall not be entitled to vote on matters presented to or discussed by the Board (or any relevant committee thereof). The Board Observer shall execute and deliver to SatixFy a confidentiality agreement in the form attached hereto as Exhibit A (the “Observer NDA”). MDA shall cause the Board Observer to comply with all relevant SatixFy internal policies and procedures, as in effect from time to time, including with respect to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and conduct. MDA will not, and will cause the Board Observer not to, take any action relating to the securities of SatixFy which would constitute or could reasonably be expected to constitute ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, market manipulation or any other means.
3.3 violation of applicable Law. MDA shall promptly notify SatixFy in writing of any known breach or threatened breach of this Agreement of which MDA becomes aware, including any known misuse or misappropriation of any Confidential Information by the Board Observer. SatixFy shall provide MDA and the Board Observer with written notice of the time and place of any BOD Meeting and all proposed actions to be taken by the Board (or any relevant committee thereof) as if the Board Observer were a member of the Board. 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 receive all information provided 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 similar group performing an executive oversight or similar function (or any relevant committee of the Board for signature, and shall advise thereof) as if the Board Observer as was such a member, including any agendas, resolutions or other materials, in anticipation of, or at, such meeting (regular or special and whether telephonic, by video conference or otherwise), in addition to copies of the approval records of the proceedings or minutes of such written consent resolutions.
3.7 The Board Observer shall not be entitled meeting, when provided to any remuneration for acting in such capacity; providedmembers, however that all reasonable expenses of and the Board Observer shall be borne keep such materials and information confidential in accordance with the Board Observer NDA. The Board Observer may report and disclose to MDA any and all information received or observed 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 ’s capacity as such.
3.8 The Manager acknowledges that ; provided that, MDA shall treat such information and materials as a result “Confidential Information” as such term is defined under the Non-Disclosure Agreement dated March 26, 2023 between MDA and SatixFy (the “MDA NDA”) and not disclose to any Person any portion of attending Board Meetings and receiving such information and/or materials other than in accordance with the terms of the MDA NDA. SatixFy shall reimburse MDA or the Board MaterialsObserver, as applicable, for all reasonable out-of-pocket costs and expenses incurred by the Board Observer will have in connection with the Board Observer’s participation in any such BOD Meeting (including, for certainty, reasonable lodging and travel expenses) and on a basis that is at least as favourable as SatixFy’s management expense and travel policies in effect at the relevant time. Notwithstanding the foregoing, SatixFy may exclude Board Observer from access to confidential information of the Corporationany information, the disclosure of which could be detrimental to the interests of the Corporation. The Manager agrees that, subject to the provisions of this Agreement, it shall cause the Board Observer tomaterial or meeting or portion thereof if: (i) hold all Board Materials and all other information in respect of the Corporation provided to him or her or learned by him or her in his/her capacity as Board Observer (including materials prepared by the Board Observer utilizing Board Materials concludes in good faith, upon advice of SatixFy’s legal counsel, that such exclusion is necessary to preserve the attorney-client or such other information) in strict confidence; (ii) not disclose, directly or indirectly, any such information to any person, except as permitted by this Agreement; and (iii) use any such information solely for the purposes reasonably related to the Manager acting as the manager pursuant to the Management Agreement or related to the interests of the Manager or its Affiliates as holders of Common Shares; (iv) comply with all applicable securities laws that may prohibit a Person who has material, non-public information in respect of the Corporation work product privilege between SatixFy or any other information provided to him or her or learned by him or her in his/her capacity as Board Observer from trading in securities of the Corporation or any other entity to which such information relates; and (v) comply with all trading restrictions or black-out periods imposed by the Board. The Board Observer shall be entitled to disclose all such information (or any portion thereof) to its Affiliates and their directors, officers, employees, representatives, agents, lawyers, consultants, financial and other advisors (collectively, the "Representatives") provided that the Manager shall cause its Affiliates and their Representatives to treat the information as confidential in a manner consistent with this Agreement and the Manager will be liable for any loss or damage resulting from a failure of its Affiliates and their Representatives to do so. This confidentiality provision will survive the termination of this Agreement.
3.9 The confidentiality obligations set out in Section 3.8 hereof shall not apply to information that: (i) was in the public domain at the time of its communication legal counsel; or disclosure or thereafter becomes part of the public domain through no fault of the Manager, its Affiliates or their Representatives, as applicable; (ii) was in the possession such portion of a meeting is an executive session limited solely to independent director members of the ManagerBoard, its Affiliates or their Representativesindependent auditors and/or legal counsel, as applicable, at the time of its communication or disclosure Board may designate and was not acquired from the Corporation; (iii) was received from a third party without an obligation of confidentiality, provided that the Manager, its Affiliates or their Representatives, as applicable, has no reason to believe such third party was under an obligation of confidentiality limitation is reasonably necessary with respect to the information; applicable matters, (iii) such exclusion is necessary to avoid a conflict of interest between SatixFy and/or any of its Affiliates on the one hand and MDA and/or any of its Affiliates on the other, or (iv) the Board concludes in good faith, upon advice of SatixFy’s legal counsel, that such exclusion is required by law or an necessary in order of a court of competent jurisdiction for SatixFy to be disclosedcomply with applicable Law.
Appears in 1 contract
Sources: Investor Rights Agreement (SatixFy Communications Ltd.)
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 ALU Part shall be entitled to receive notice of and to have one representative attend (in person or by telephone, video conference or other means) each Board Meeting (except in camera sessions to the extent members of management all meetings of the Manager are excluded from such in-camera sessions), whether such Company 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 each committee of the Board.
3.5 Company Board as an observer, but such observer shall have no voting rights (the “ALU Part Observer”). The Corporation shall, in advance Company shall provide the ALU Part Observer with notice of all meetings of the Company Board and each committee of the Company Board Meeting, send and all written materials distributed to the Board Observer all notices, consents, minutes, documents and other information and materials that it sends to members of the Company Board for purposes and the members of each committee of the applicable Board MeetingCompany Board, in their capacities as such (collectively, the "Board Materials"), each case 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 such notices and materials are provided to members of the Board. Notwithstanding the foregoing, in no event shall the failure to provide the Company 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 and members of the Board or any committee committees 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 capacityCompany Board; provided, however however, that all reasonable expenses ALU Part may request that the Company cease providing material non-public information to the ALU Part Observer at any time; and provided further, that the Company reserves the right to exclude the ALU Part Observer from access to any of such materials or meetings or portions thereof if and to the extent that in the good faith judgment of a majority of the Board Observer shall be borne by the Corporation, to the same extent that such expenses are borne by the Corporation for members directors of the Board. For greater certainty, Company (or 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 majority of the Corporation to subject Board committee) after obtaining the Board Observer in the Board Observer's capacity as such.
3.8 The Manager acknowledges that as a result advice of attending Board Meetings and receiving the Board Materialscounsel, the Board Observer will have access to confidential information of the Corporation, the disclosure of which could be detrimental to the interests of the Corporation. The Manager agrees that, subject to the provisions of this Agreement, it shall cause the Board Observer to: (i) hold all Board Materials and all other information in respect of such exclusion is reasonably necessary to preserve the Corporation provided to him or her or learned by him or her in his/her capacity as Board Observer (including materials prepared by the Board Observer utilizing Board Materials or such other information) in strict confidenceCompany’s attorney-client privilege; (ii) not discloseALU Part has a business or financial interest (other than by reason of its interest as a stockholder of the Company) that would reasonably be expected to pose a conflict of interest for ALU Part and, directly if the ALU Part Observer were a member of the Company Board rather than an observer, it would be advisable under applicable law for the ALU Part Observer to recuse himself or indirectly, any herself due to such information to any person, except as permitted by this Agreementconflict of interest; and (iii) use any such access or sharing of information solely for with the purposes ALU Part Observer would reasonably related be expected to cause substantial harm to the Manager acting as the manager pursuant to the Management Agreement Company’s business; or related to the interests of the Manager or its Affiliates as holders of Common Shares; (iv) comply with all applicable securities laws that may prohibit a Person who has materialsuch access or sharing of information would result in disclosure of confidential information to the ALU Part Observer regarding ALU Part’s competitors, non-public information including without limitation, such competitor’s product road maps, terms of sale and contractual or other arrangements. Any ALU Part Observer shall agree to hold in respect of the Corporation or confidence any other information provided to him or her or learned by him or her in his/her capacity as Board accordance with the terms of a confidentiality agreement to be entered into that is reasonably satisfactory to the Company and such ALU Part Observer, it being understood that any information provided to the ALU Part Observer from trading in securities may be provided to directors, officers and employees of the Corporation or any other entity ALU Part and its Affiliates who have a business need to which know such information relates; and (v) comply with all trading restrictions or black-out periods imposed by the Board. The Board Observer shall be entitled an obligation to disclose all hold such information (in confidence in accordance with an enforceable non-disclosure agreement between the Company and ALU Part or any portion thereof) to one of its Affiliates and their directorsAffiliates, officers, employees, representatives, agents, lawyers, consultants, financial and other advisors (collectivelycurrently, the "Representatives") provided Master Non-Disclosure Agreement No. 7035948 effective as of July 19, 2007 between the Company and Compagnie Financiere Alcatel-Lucent, an Affiliate of ALU Part (the “MNDA”), and ALU Part further agrees that the Manager shall cause its Affiliates and their Representatives to treat the information as confidential in a manner consistent with this Agreement and the Manager will be liable for any loss it, or damage resulting from a failure one of its Affiliates and their Representatives to do so. This confidentiality provision will survive enter into a subordinate disclosure agreement with the termination Company covering the subject matter of this Agreement.
3.9 Section 4.13. The confidentiality obligations set out Company agrees that it will indemnify the ALU Part Observer for any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that the ALU Part Observer may suffer or incur as a result of or relating to, and advance expenses to the ALU Part Observer in connection with, any actions, suits, or proceedings brought against the ALU Part Observer, or to which the ALU Part Observer is otherwise made a party or witness, by reason of the fact that he or she is the ALU Part Observer; provided, however, that nothing in this Section 3.8 hereof 4.13 shall not apply obligate the Company to information that: pay any amounts (i) was in the public domain at event the time of its communication ALU Part Observer commits a tortious act; or disclosure or thereafter becomes part of the public domain through no fault of the Manager, its Affiliates or their Representatives, as applicable; (ii) was in the possession event of a breach by ALU Part or the ALU Part Observer of the Manager, its Affiliates obligations contained in this Section 4.13. The Company shall reimburse the ALU Part Observer for expenses incurred in connection with attendance at Company Board or their Representatives, as applicable, at committee meetings in accordance with the time Company’s travel policy. The rights of its communication or disclosure and was not acquired from the Corporation; (iii) was received from a third party without an obligation of confidentiality, provided that the Manager, its Affiliates or their Representatives, as applicable, has no reason to believe such third party was under an obligation of confidentiality ALU Part with respect to this Section 4.13 shall apply until the information; earlier of (i) (a) the consolidation or merger of the Company with or into another Person (unless the Company is the surviving corporation and the shareholders of the Company prior to such merger or consolidation continue to hold immediately thereafter a majority of the Company’s voting stock), (b) the purchase, tender or offer that is accepted by the holders of more than 50% of the outstanding shares of the Company’s voting stock, or (ivc) is required by law or an order the consummation of a court stock purchase agreement or other business combination with another Person whereby the Person acquires more than 50% of competent jurisdiction the outstanding shares of the Company’s voting stock, or (ii) such time as ALU Part ceases to be disclosedhold at least 4,878,048 of the Common Shares purchased from the Company pursuant to this Agreement (subject to stock splits, recapitalization and the like); provided, however, that ALU Part may determine to forego its right to an observer at any time prior thereto, at which time the Company shall no longer have an obligation to provide notices of meetings or written materials related thereto.
Appears in 1 contract
Sources: Securities Purchase Agreement (Ikanos Communications, Inc.)
Board Observer. 3.1 To (a) From the Closing Date and until the date the Sponsor Parties, including the parties to the Interim Financing named on Schedule III, the members of the Sponsor and their respective Permitted Transferees, in the aggregate, Beneficially Own less than 5% of the outstanding Holdco Ordinary Shares (after taking into account any securities of Holdco Beneficially Owned by the Sponsor Parties convertible into Holdco Ordinary Shares) (the “Sponsor Sunset Date”), the Sponsor shall be entitled to designate one (1) observer on the board of directors of Holdco (the “Holdco Board”) (the “Sponsor Board Observer”).
(b) The Sponsor Board Observer may resign at any time upon written notice to the Holdco Board.
(c) The Sponsor shall have the exclusive right to designate the Sponsor Board Observer to fill any vacancies created by reason of the death, removal or resignation of a Sponsor Board Observer, and Holdco shall take all reasonably necessary action to cause any such vacancy to be filled by a replacement Sponsor Board Observer as promptly as reasonably practicable.
(d) H▇▇▇▇▇ agrees that it will invite the Sponsor Board Observer to attend, in a non-voting observer capacity, all meetings of the Holdco Board for the purposes of permitting the Sponsor Board Observer to have current information with respect to the affairs of Holdco and the actions taken by the board of directors; provided, that the Sponsor Board Observer may be excluded from all or any portion of any such meeting of the Holdco Board to the extent that the Manager Holdco Board determines in good faith and upon the advice of counsel to Holdco that such exclusion is entitled required to have a Board Observer present at preserve the meetings attorney-client privilege between Holdco and its counsel, or to the extent the respective interests of Holdco, on one hand, and the Sponsor, on the other hand, as to the matter(s) to be discussed or actions to be taken during such portion of such meeting of the Holdco Board, conflict or could be perceived to conflict (in the good faith judgment of the Holdco Board).
(e) In no event shall the Sponsor Board Observer: (i) be deemed to be a member of the Holdco Board or any committees of the Board committee thereof; (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 meansii) 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 matter under consideration by Holdco Board or otherwise have any committee of the Board.
3.5 The Corporation shallpower to cause Holdco to take, in advance of each Board Meetingor not to take, send any action; or (iii) have or be deemed to have, or otherwise be subject to, any duties (fiduciary or otherwise) to Holdco or its shareholders or any duties (fiduciary or otherwise) otherwise applicable to the Board Observer all notices, consents, minutes, documents and other information and materials that it sends to members directors 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 BoardHoldco. 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 As 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 capacity as such.
3.8 The Manager acknowledges that as a result of attending Board Meetings and receiving the Board Materials, the Board Observer will have access to confidential information of the Corporation, the disclosure of which could be detrimental to the interests of the Corporation. The Manager agrees thatnon-voting observer, subject to the provisions of this Agreementproviso in Section 1.10(d), it shall cause the Sponsor Board Observer to: will also be provided (iconcurrently with delivery to the directors of Holdco and in the same manner delivery is made to them) hold copies of all Board Materials notices, minutes, consents, and all other materials or information (financial or otherwise) that are provided to the directors with respect to a meeting or any written consent in respect lieu of meeting; provided, that the failure to deliver or make available one or more of the Corporation provided items described in this sentence shall not affect the validity of any action taken by the Holdco Board.
(f) Notwithstanding anything to him or her or learned by him or her in his/her capacity as the contrary herein, prior to the Sponsor Board Observer (including materials prepared by the Board Observer utilizing Board Materials or such other information) in strict confidence; (ii) not disclose, directly or indirectly, being entitled to attend any such information to any person, except as permitted by this Agreement; and (iii) use any such information solely for the purposes reasonably related to the Manager acting as the manager pursuant to the Management Agreement or related to the interests meeting of the Manager Holdco Board or its Affiliates as holders of Common Shares; (iv) comply with all applicable securities laws that may prohibit a Person who has materialreceive the information specified in Section 1.10(e), non-public information in respect of the Corporation or any other information provided to him or her or learned by him or her in his/her capacity as Board Observer from trading in securities of the Corporation or any other entity to which such information relates; and (v) comply with all trading restrictions or black-out periods imposed by the Board. The Sponsor Board Observer shall be entitled execute and deliver to disclose all such information (or any portion thereof) Holdco a customary confidentiality agreement in form and substance reasonably satisfactory to its Affiliates and their directors, officers, employees, representatives, agents, lawyers, consultants, financial and other advisors (collectively, the "Representatives") provided that the Manager shall cause its Affiliates and their Representatives to treat the information as confidential in a manner consistent with this Agreement and the Manager will be liable for any loss or damage resulting from a failure of its Affiliates and their Representatives to do so. This confidentiality provision will survive the termination of this AgreementHoldco.
3.9 The confidentiality obligations set out in Section 3.8 hereof shall not apply to information that: (i) was in the public domain at the time of its communication or disclosure or thereafter becomes part of the public domain through no fault of the Manager, its Affiliates or their Representatives, as applicable; (ii) was in the possession of the Manager, its Affiliates or their Representatives, as applicable, at the time of its communication or disclosure and was not acquired from the Corporation; (iii) was received from a third party without an obligation of confidentiality, provided that the Manager, its Affiliates or their Representatives, as applicable, has no reason to believe such third party was under an obligation of confidentiality with respect to the information; or (iv) is required by law or an order of a court of competent jurisdiction to be disclosed.
Appears in 1 contract
Sources: Sponsor Support Agreement (Holdco Nuvo Group D.G Ltd.)
Board Observer. 3.1 To (a) From the Closing Date and until the date the Sponsor Parties, including the parties to the Interim Financing named on Schedule III, the members of the Sponsor and their respective Permitted Transferees, in the aggregate, Beneficially Own less than 5% of the outstanding Holdco Ordinary Shares (after taking into account any securities of Holdco Beneficially Owned by the Sponsor Parties convertible into Holdco Ordinary Shares) (the “Sponsor Sunset Date”), the Sponsor shall be entitled to designate one (1) observer on the board of directors of Holdco (the “Holdco Board”) (the “Sponsor Board Observer”).
(b) The Sponsor Board Observer may resign at any time upon written notice to the Holdco Board.
(c) The Sponsor shall have the exclusive right to designate the Sponsor Board Observer to fill any vacancies created by reason of the death, removal or resignation of a Sponsor Board Observer, and Holdco shall take all reasonably necessary action to cause any such vacancy to be filled by a replacement Sponsor Board Observer as promptly as reasonably practicable.
(d) ▇▇▇▇▇▇ agrees that it will invite the Sponsor Board Observer to attend, in a non-voting observer capacity, all meetings of the Holdco Board for the purposes of permitting the Sponsor Board Observer to have current information with respect to the affairs of Holdco and the actions taken by the board of directors; provided, that the Sponsor Board Observer may be excluded from all or any portion of any such meeting of the Holdco Board to the extent that the Manager Holdco Board determines in good faith and upon the advice of counsel to Holdco that such exclusion is entitled required to have a Board Observer present at preserve the meetings attorney-client privilege between Holdco and its counsel, or to the extent the respective interests of Holdco, on one hand, and the Sponsor, on the other hand, as to the matter(s) to be discussed or actions to be taken during such portion of such meeting of the Holdco Board, conflict or could be perceived to conflict (in the good faith judgment of the Holdco Board).
(e) In no event shall the Sponsor Board Observer: (i) be deemed to be a member of the Holdco Board or any committees of the Board committee thereof; (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 meansii) 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 matter under consideration by Holdco Board or otherwise have any committee of the Board.
3.5 The Corporation shallpower to cause Holdco to take, in advance of each Board Meetingor not to take, send any action; or (iii) have or be deemed to have, or otherwise be subject to, any duties (fiduciary or otherwise) to Holdco or its shareholders or any duties (fiduciary or otherwise) otherwise applicable to the Board Observer all notices, consents, minutes, documents and other information and materials that it sends to members directors 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 BoardHoldco. 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 As 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 capacity as such.
3.8 The Manager acknowledges that as a result of attending Board Meetings and receiving the Board Materials, the Board Observer will have access to confidential information of the Corporation, the disclosure of which could be detrimental to the interests of the Corporation. The Manager agrees thatnon-voting observer, subject to the provisions of this Agreementproviso in Section 1.10(d), it shall cause the Sponsor Board Observer to: will also be provided (iconcurrently with delivery to the directors of Holdco and in the same manner delivery is made to them) hold copies of all Board Materials notices, minutes, consents, and all other materials or information (financial or otherwise) that are provided to the directors with respect to a meeting or any written consent in respect lieu of meeting; provided, that the failure to deliver or make available one or more of the Corporation provided items described in this sentence shall not affect the validity of any action taken by the Holdco Board.
(f) Notwithstanding anything to him or her or learned by him or her in his/her capacity as the contrary herein, prior to the Sponsor Board Observer (including materials prepared by the Board Observer utilizing Board Materials or such other information) in strict confidence; (ii) not disclose, directly or indirectly, being entitled to attend any such information to any person, except as permitted by this Agreement; and (iii) use any such information solely for the purposes reasonably related to the Manager acting as the manager pursuant to the Management Agreement or related to the interests meeting of the Manager Holdco Board or its Affiliates as holders of Common Shares; (iv) comply with all applicable securities laws that may prohibit a Person who has materialreceive the information specified in Section 1.10(e), non-public information in respect of the Corporation or any other information provided to him or her or learned by him or her in his/her capacity as Board Observer from trading in securities of the Corporation or any other entity to which such information relates; and (v) comply with all trading restrictions or black-out periods imposed by the Board. The Sponsor Board Observer shall be entitled execute and deliver to disclose all such information (or any portion thereof) Holdco a customary confidentiality agreement in form and substance reasonably satisfactory to its Affiliates and their directors, officers, employees, representatives, agents, lawyers, consultants, financial and other advisors (collectively, the "Representatives") provided that the Manager shall cause its Affiliates and their Representatives to treat the information as confidential in a manner consistent with this Agreement and the Manager will be liable for any loss or damage resulting from a failure of its Affiliates and their Representatives to do so. This confidentiality provision will survive the termination of this AgreementHoldco.
3.9 The confidentiality obligations set out in Section 3.8 hereof shall not apply to information that: (i) was in the public domain at the time of its communication or disclosure or thereafter becomes part of the public domain through no fault of the Manager, its Affiliates or their Representatives, as applicable; (ii) was in the possession of the Manager, its Affiliates or their Representatives, as applicable, at the time of its communication or disclosure and was not acquired from the Corporation; (iii) was received from a third party without an obligation of confidentiality, provided that the Manager, its Affiliates or their Representatives, as applicable, has no reason to believe such third party was under an obligation of confidentiality with respect to the information; or (iv) is required by law or an order of a court of competent jurisdiction to be disclosed.
Appears in 1 contract
Sources: Sponsor Support Agreement (LAMF Global Ventures Corp. I)