Board Representation; Observer Clause Samples
The 'Board Representation; Observer' clause establishes the right of certain parties, often investors, to appoint a representative or observer to attend meetings of a company's board of directors. This clause typically allows the designated individual to participate in board discussions and receive relevant materials, but without voting rights or formal decision-making authority. Its core function is to provide transparency and oversight for stakeholders who seek to monitor the company's governance and strategic direction without directly influencing board resolutions.
Board Representation; Observer. (a) Within 60 days following the Closing, the Purchaser Representative shall provide written notice to the Company of its designee to be appointed to the Board of Directors. Promptly following receipt of such notice, the Board shall appoint such designee as an additional director of the Board. Subject to the exercise of the Warrants in full, and in the event that at the time of such exercise the Board shall consist of not less than seven (7) members, the Board shall appoint an additional director as the Purchaser Representative shall designate in writing to the Company following the complete and full exercise of the Warrants.
(b) For the avoidance of any and all doubt, the appointment of any of the directors as requested by the Purchaser Representative shall be in effect only until the first general meeting of the Company’s shareholders following such appointment. Thereafter, the Board shall be required to nominate for election as director(s) the Purchaser Representative’s designee(s) in accordance with the previous paragraph, but the appointment of such designee(s) shall be subject to their election by the shareholders at the shareholders’ general meeting. Without limiting the foregoing, the Company shall include such designee(s) in the Company’s voting statement for the election of directors to the same extent as it does for any of its nominees to the Board.
(c) In the event the Purchaser Representative’s designee is not elected at any shareholders’ meeting, and for as long as the Purchasers, their Affiliates, and their respective successors and assigns, collectively hold 10% (ten percent) of the issued and outstanding share capital of the Company, the Purchaser Representative shall have the right to appoint one Board observer, who shall be entitled to participate in all Board meetings and receive all Board materials, but shall not have the right to vote on any Board matter. Each such Board observer shall be given notice of (in the same manner that notice is given to members of the Board) all meetings (whether in person, telephonic or otherwise) of the Board and shall receive a copy of all notices, agendas and other materials distributed to the Board, whether provided to directors in advance or during or after any meeting, regardless of whether such Board observer will be in attendance at the meeting, subject to such observer entering, upon his or her appointment, into a confidentiality agreement in the form attached hereto as Schedule 8.2(c).
(d) The Pu...
Board Representation; Observer. (a) During the period commencing on the first date (after the date hereof) as of which all outstanding Series A Shares shall have been converted into Common Stock and ending on the first to occur of (i) the redemption of any Series A Shares by the Company and (ii) the first date as of which the Initial Investors and the Second Purchasers (and their respective Affiliates) hold, in the aggregate, a number of Registrable Shares that is less than 50% of the original number of Registrable Shares held by the Initial Purchasers immediately after the Second Closing (as defined in the Purchase Agreement), as such number be appropriately adjusted by reason of stock splits, stock combinations, recapitalizations and similar events, the Initial Investors shall have the right to nominate a member of the Company's board of directors. During such period, the Company shall propose and recommend the Initial Investors' board nominee to the Company's shareholders.
(b) During the period commencing on the first date (after the date hereof) as of which any outstanding Series A Shares shall have been redeemed by the Company and ending on the first date as of which the Initial Investors and the Second Purchasers (and their respective Affiliates) hold, in the aggregate, a number of Registrable Shares that is less than 50% of the original number of Registrable Shares held by the Initial Purchasers immediately after the Second Closing, as such number be appropriately adjusted by reason of stock splits, stock combinations, recapitalizations and similar events, the Initial Investors shall have the right to have a representative appointed by them attend or participate in any one or more meetings of the Company's board of directors as an observer, and not as a director, and such representative shall be entitled to receive the same notices of meetings of and proposed actions by the Company's board of directors as the Company's directors generally, but shall not be entitled to any voting or consent rights of a director; provided, that such -------- right of the Initial Investors shall be suspended during any period that the Company's directors include ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or another principal or senior employee of Sandler Capital Management.
(c) The Initial Investors' nominee pursuant to Section 8.2(a) and observer pursuant to Section 8.2(b) shall be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or another principal or senior employee of Sandler Capital Management approved by the Company, such approval not to be unrea...
Board Representation; Observer. (a) The Company's Amended and Restated Memorandum and Articles of Association (the "MEMORANDUM AND ARTICLES") shall provide that the Company's Board of Directors (the "BOARD") shall consist of five (5) members, which number of members shall not be changed except pursuant to an amendment to the Memorandum and Articles. As long as Global Lead Technology Limited and its affiliates (collectively, "CHINA ASSETS") hold at least seventy percent (70%) of the Series B Shares issued to China Assets under the Purchase Agreement, China Assets shall be entitled to appoint one director. As long as ▇▇▇▇▇▇ ▇▇▇▇▇▇ Jurvetson ePlanet Ventures L.P., ▇▇▇▇▇▇ ▇▇▇▇▇▇ Jurvetson ePlanet Partners Fund, LLC or ▇▇▇▇▇▇ ▇▇▇▇▇▇ Jurvetson ePlanet Ventures GmbH KG & Co. and their affiliates (collectively, "DFJ") holds at least seventy percent (70%) of the Series B Shares issued to DFJ under the Purchase Agreement, DFJ shall be entitled to appoint one director. Directors appointed by China Assets and DFJ shall be appointed to any committees of the Board. Any director appointed by the Investors shall be entitled to appoint any alternate to serve in his stead at any Board meeting and such alternative shall be permitted to attend all Board meetings in a non-voting observer capacity.
(b) The Board shall establish an audit committee (the "AUDIT COMMITTEE") vested with oversight functions for financial and accounting matters of the Company, including without limitation the preparation of budgets and internal auditing. The director appointed by China Assets shall serve as the Chairman of the Audit Committee.
(c) The Board shall establish a Compensation committee (the "COMPENSATION COMMITTEE") vested with oversight functions for compensation matters of the Company, including without limitation establishing compensation levels and the administration of the Company's employee equity incentive plans. The director appointed by China Assets shall serve as the Chairman of the Compensation Committee.
Board Representation; Observer. (a) Upon the Closing (as defined in the Series C Purchase Agreement) the Company's Board of Directors (the "BOARD") shall be constituted in the manner set forth herein. Upon the Closing, the Company's Amended and Restated Memorandum and Articles of Association (the "MEMORANDUM AND ARTICLES") shall provide that the Board shall consist of eight (8) members (excluding independent Directors), which number of members shall not be changed except pursuant to an amendment to the Amended and Restated Memorandum and Articles.
(i) Carlyle Asia Venture Partners I, L.P. and CIPA Co-Investments, L.P. (together with Carlyle Asia Venture Partners I, "CARLYLE") shall be entitled to elect two (2) Directors to the Board;
(ii) Each of the three (3) largest holders of Series A Shares, Series B Shares and Ordinary Shares (excluding Carlyle and the Founders and calculated on an as-converted basis) shall be entitled to one (1) Director; and
(iii) The Founders shall be entitled to elect three (3)
Board Representation; Observer