Observation and Information Rights Sample Clauses

Observation and Information Rights. So long as the Purchaser owns at least five percent (5%) of the capital stock of the Company and no Purchaser representative is serving as a member of the Company's board of directors, the Purchaser will have the right to designate one representative of the Purchaser to attend and observe all meetings of the board of directors of the Company, all meetings of committees of such board and all meetings of the board of directors of each of the subsidiaries of the Company. Subject to the confidentiality provisions and other restrictions set forth below, the Company will provide such designated observer with all notices, materials and information provided to any of the members of the boards of directors or committees at the same time as such notices, materials and information are provided to the directors including, without implied limitation, any written consent by the directors and any notices, material or information regarding such written consent. The Company will promptly pay or reimburse each such designated observer for all reasonable out-of-pocket expenses incurred in connection with attending board or committee meetings of the Company or any subsidiary. The parties agree that the designated observer will leave for that portion of any meeting where outside legal counsel is discussing any legal matter with the board of directors in a situation where the presence of the observer is, in the reasonable opinion of such counsel, potentially able to impair the successful assertion of the attorney client privilege with respect to the matter being so discussed. The Purchaser will, and will cause its designated observer to, (i) maintain the confidentiality of all material nonpublic information disclosed to either of them pursuant to the foregoing provisions and (ii) refrain from trading in shares of Common Stock or any other securities of the Company while in possession of any such material nonpublic information. The Company's obligations pursuant to this Section 1.5 shall be subject to the Company's receipt of a written acknowledgement of the Purchaser's designated observer which acknowledges his obligation as provided in the immediately preceding sentence.
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Observation and Information Rights. At all times during the term of this Agreement during which no Chesapeake Designees are serving on the Company's Board, Chesapeake will have the right to designate one representative of Chesapeake to attend and observe all meetings of the board of directors of the Company and all meetings of the board of directors of each of the Subsidiaries (as defined in the Purchase Agreement). The Company will provide such designated observer with all notices, materials and information provided to any of the members of the boards of directors at the same time as such notices, materials and information are provided to the directors including, without implied limitation, any written consent by the directors and any notices, material or information regarding such written consent. The Company will promptly pay or reimburse each such designated observer for all reasonable out-of-pocket expenses incurred in connection with attending board meetings of the Company or any Subsidiary. The foregoing rights to observe and receive information will also apply to board of director meetings for any of the Company's Subsidiaries at any time that the Chesapeake Designees are serving as members of the Company's board of directors. The parties agree that the observer will leave for that portion of any meeting where outside legal counsel is discussing legal matters with the board of directors in a situation where the presence of the observer is, in the reasonable opinion of such counsel, likely to void the attorney client privilege with respect to such matter.
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Observation and Information Rights. 3 1.6 Company Right of First Offer........................................3 2.
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Observation and Information Rights. For as long as (a) Xxxxx continues to hold at least $500,000 principal amount of the Notes issued to Xxxxx on the First Closing Date (or, upon the conversion thereof, an equivalent amount of Conversion Shares) and (b) Xxxxx has not otherwise designated a member to the Board of Directors, Xxxxx shall have the right to have one observer attend (or participate by telephone in) all meetings of the Board of Directors of the Company; provided, however, that Xxxxx hereby agrees to cause such representative to hold in trust and confidence, and to act in a fiduciary manner with respect to, all information so provided; and provided further that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or access to the material portions of any meeting of the independent directors relating to matters directly concerning the Securities, except that such representative shall not be excluded from any meeting or access to information relating to (A) transactions involving proposed mergers and acquisitions, (B) transactions that could result in a Change of Control (as defined in the Notes) of the Company, or (C) any future financing. The Company shall pay the observer an advisory fee equal to 50% of the highest number of options or equity awards granted (including pursuant to the Company’s 2008 Non-Employee Director Compensation Program) to any individual non-employee director as compensation for such director’s service as if the observer were a director on the Company’s Board of Directors; provided, however, in the event that Xxxxx designates its representative to serve as a member on the Board of Directors (the date upon which such notice is given to the Company, the “Xxxxx Director Designation Date”), then such representative shall be granted an amount of options and/or other equity awards equal to the difference between (x) the highest number of options and/or other equity awards issued to any non-employee director during the twelve-month period prior to the Xxxxx Director Designation Date and (y) the number of options and/or other equity awards actually received during such twelve-month period prior to the Xxxxx Director Designation Date. The Company shall also pay the reasonable out-of-pocket expenses of such observer to attend such meetings. Such ob...
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Observation and Information Rights. So long as any ------------------------------------- amounts remain outstanding under the Note, the Company covenants that it shall (i) provide the Holder, on a quarterly basis, evidence that it is in compliance with the debt covenants contained the Note and(ii) in the event that the Company has not timely filed the Company SEC Documents provide the Holder quarterly financial information, quarterly updates regarding the Company's business, and other information which would have otherwise been filed with the Commission.
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Observation and Information Rights. So long as any amounts remain outstanding under the Notes, the Company covenants that, in the event that the Company has not timely filed the necessary Company SEC Documents, it shall notify each Holder when quarterly financial information becomes available and shall, upon subsequent request from any Holder, provide such Holder quarterly financial information, quarterly updates regarding the Company’s business, and other information which would have otherwise been filed with the Commission. Note and Warrant Purchase Agreement
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Observation and Information Rights. For so long as Holder, or an affiliate of Holder, holds the Note, Warrant or any Company equity securities issued to Holder pursuant to the terms hereof or pursuant to the terms of the Warrant, Holder shall have the right to designate a representative to attend all meetings of the Company’s Board of Directors in a non-voting observer capacity, and, in this respect, the Company shall provide Holder with copies of all notices, minutes, consents and other materials that it provides to its directors; provided, however, that such representative agrees to hold in confidence and trust all information so provided; and provided, further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting (i) could adversely affect the attorney-client privilege between the Company and its counsel, or (ii) result in a disclosure of trade secrets or present a conflict of interest, in either case, to be determined at the sole discretion of the Board of Directors. Holder’s initial designated representative shall be Xxxxx Xxxxx.
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Related to Observation and Information Rights

  • Documentation and Information Such Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this Agreement, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes with respect to information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

  • Reports and Information Computershare shall provide the Funds with the reports specified in Schedule 6 of the Side Agreement within the periods of time prescribed in Schedule 6 of the Side Agreement and at no additional cost to the Funds.

  • Access and Information (a) From the date hereof until the Closing (and, with respect to any Disputed MCE System, until the expiration of the MCE Period), subject to applicable Laws, Seller shall (i) afford Buyer and its authorized representatives reasonable access, during regular business hours, upon reasonable advance notice, to the Employees, each Specified Business, the Friendco Business, Assets that will be Transferred Assets as of the Closing and the Friendco Transferred Assets, (ii) furnish, or cause to be furnished, to Buyer any financial and operating data and other information with respect to each Specified Business or in furtherance of the Transaction or the Exchange as Buyer from time to time reasonably requests, including, subject to Section 5.11, by providing to Buyer or its accountants sufficient information (A) for the preparation of the pro-forma balance sheet and statements of income, stockholders’ equity and cash flows for the Parent Business (in each case, if requested, assuming the Friendco Transaction and/or the Exchange have occurred) and (B) regarding compliance by Seller and its Affiliates with the requirements of the SOA with respect to the Business, and (iii) instruct the Employees, and its counsel and financial advisors to cooperate with Buyer in its investigation of each Specified Business and the Friendco Business, including instructing its accountants to give Buyer access to their work papers; provided, however, that in no event shall Buyer have access to any information that, based on advice of Seller’s counsel, would (A) reasonably be expected to create Liability under applicable Laws, including U.S. Antitrust Laws, or waive any material legal privilege (provided, that in such latter event Buyer and Seller shall use commercially reasonable efforts to cooperate to permit disclosure of such information in a manner consistent with the preservation of such legal privilege), (B) result in the disclosure of any trade secrets of third parties or (C) violate any obligation of Seller with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by Buyer, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that Buyer shall not conduct any environmental sampling without the prior written consent of Seller, which consent may be withheld in Seller’s reasonable discretion. All requests made pursuant to this Section 5.1(a) shall be directed to an executive officer of Seller or such Person or Persons as may be designated by Seller. All information received pursuant to this Section 5.1(a) shall, prior to the Closing, be governed by the terms of the Seller Confidentiality Agreement. No information or knowledge obtained in any investigation by Buyer pursuant to this Section 5.1(a) shall affect or be deemed to modify any representation or warranty made by Seller hereunder.

  • Records and Information The LLC shall keep at its principal office the following records, and such other records (if any) as may be required under applicable state law:

  • Access to Certain Documentation and Information Regarding the Loans The Servicer shall provide access to the Trustee or to its designees at its request, and to Certificateholders which are savings and loan associations, banks or insurance companies, the OTS, the FDIC and the supervisory agents and examiners of the OTS and the FDIC or examiners of any other federal or state banking or insurance regulatory authority to the documentation regarding the Loans if so required by applicable regulations of the OTS or other regulatory authority, such access to be afforded without charge but only upon reasonable request and during normal business hours at the offices of the Servicer designated by it. The Trustee or its designee may without charge copy any document or electronic record maintained by the Servicer hereunder.

  • Access to Certain Documentation and Information The Trustee shall provide the related Certificateholders or Certificate Owners with access to a copy of each report, if any, received by it as holder of the Deposited Underlying Certificates under the Underlying Agreement. The Trustee shall also provide the Depositor and the Underlying Certificate Seller with access to any such report and to all written reports, documents and records required to be maintained by the Trustee in respect of its duties hereunder. Such access shall be afforded without charge but only upon reasonable request evidenced by prior written notice received by the Trustee two Business Days prior to the date of such proposed access and during normal business hours at offices designated by the Trustee.

  • BACKGROUND INFORMATION (A) The Adviser has entered into an Investment Adviser's Agreement with the Fund ("Investment Adviser's Agreement"). Pursuant to the Investment Adviser's Agreement, the Adviser has agreed to render investment advisory and certain other management services to all of the funds of the Fund, and the Fund has agreed to employ the Adviser to render such services and to pay to the Adviser certain fees therefore. The Investment Adviser's Agreement recognizes that the Adviser may enter into agreements with other investment advisers who will serve as fund managers to the funds.

  • INVESTMENTS AND INFORMATION (a) The Trustee shall from time to time during the term of this Agreement invest all amounts on deposit in the Credit Enhancement Account as the Master Servicer shall direct, which investments shall at all times be made in compliance with the terms of the Pooling and Servicing Agreement and the Series Supplement.

  • Access to Certain Documentation and Information Regarding the Mortgage Loans. (See Section 3.09 of the Standard Terms)

  • Documents and Information After the Closing Date, the Purchaser and the Company shall, and shall cause their respective Subsidiaries to, until the seventh (7th) anniversary of the Closing Date, retain all books, records and other documents pertaining to the business of the Target Companies in existence on the Closing Date and make the same available for inspection and copying by the Purchaser Representative during normal business hours of the Company and its Subsidiaries, as applicable, upon reasonable request and upon reasonable notice. No such books, records or documents shall be destroyed after the seventh (7th) anniversary of the Closing Date by the Purchaser or its Subsidiaries (including any Target Company) without first advising the Purchaser Representative in writing and giving the Purchaser Representative a reasonable opportunity to obtain possession thereof.

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