Observers Clause Samples
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Observers. (a) For so long as a Stockholder beneficially owns Voting Stock representing at least 5% of the outstanding shares of Common Stock (on an as-converted basis), such Stockholder shall be entitled to appoint one individual to attend and observe meetings of the Board or any committee thereof in a non-voting capacity (such individuals, “Observers”). The Observers will be permitted (i) to attend and participate at each meeting of the Board or any committee of which the Stockholder’s Director is a member, and (ii) to receive notice of each meeting of the Board and such committee, each written consent in lieu of a meeting and copies of any materials delivered to the Directors in connection therewith at the same time and in the same manner that such notice and such materials are provided to the Directors. Under no circumstances shall any Observers be counted for purposes of voting, quorum or any other reason or be considered a Director. Each Observer shall agree to maintain the confidentiality of all non-public information and proceedings of the Board pursuant to the terms and conditions of a confidentiality agreement in the form attached hereto as Exhibit A. Notwithstanding any rights to be granted or provided to the Observers hereunder, the Company may exclude an Observer from access to any Board or committee materials or information or meeting or portion thereof or written consent if the Board or applicable committee determines, in good faith, that including such Observer in discussions relating to such determination (but not requiring the affirmative vote of such Observer) and/or that such access would reasonably be expected to (i) adversely affect the attorney-client privilege between the Company, the Board or any committee thereof and such Person’s counsel, (ii) result in a conflict of interest with the Company (other than a conflict of interest with respect to the relevant Stockholder’s ownership interest in the Company or rights under the documents entered into in connection with the Exchange) or (iii) cause the Board (or such committee) to breach its fiduciary duties; provided, that such exclusion shall be limited to the portion of the Board or committee material or information and/or meeting or written consent that is the basis for such exclusion and shall not extend to any portion of the Board or committee material or information and/or meeting or written consent that does not involve or pertain to such exclusion; provided that the Board shall treat all ...
Observers. One or more non-voting observers to the Board and/or its committees may be selected by the Shareholders. Any such observer shall hold such position until the observer’s successor is selected, or until the observer’s resignation or removal. An observer may resign by written notice to the Corporation. The resignation is effective on its receipt by the Corporation or at a subsequent time as set forth in the notice of resignation. Subject to the provisions of any Shareholder Agreement, an observer may be removed, with or without cause, by the Shareholders, and thereupon the term of the observer who shall have been so removed shall forthwith terminate. Each observer shall be entitled to attend all meetings (including telephonic meetings) of the Board and the Board’s committees to which it has been granted observer rights. Each observer shall be entitled to receive (x) notices of all meetings of the Board and the Board’s committees to which it has been granted observer rights and (y) all information delivered to the members of the Board and the Board’s committees to which it has been granted observer rights in connection with such meetings, in each case to the extent and at the same time such notice and information is delivered to the members of the Board and its committees. Notwithstanding the foregoing, the Chairperson of the Board (if the office is filled) or the President & CEO shall (a) excuse any observer from any portion of a Board meeting or a meeting of its committees to the extent such observer’s participation in such meeting is reasonably likely to adversely affect the attorney/client privilege of the Corporation and its legal advisors and (b) withhold information from any observer delivered to the Board and the Board’s committees to which it has been granted observer rights prior to a meeting of the Board or, as the case may be, such committee, in each case if the Chairperson of the Board (if the office is filled) or the President & CEO believes there is a reasonable likelihood that the receipt of such information by the observer may adversely affect the attorney/client privilege of the Corporation and its legal advisors.
Observers. Each party may have up to two (2) observers at any meeting. Said observers are in addition to the regular negotiation teams. Observers have no speaking privileges.
Observers. One observer named by the Faculty Association shall be entitled to be present at all meetings held by the Sabbatical Leave Appeal Committee; that observer shall not have been a member of a College Sabbatical Leave Committee during the current year.
Observers. Non-participants are permitted to observe hearings. Either Co-Chairperson will have the right to exclude non-participants from the hearing room when necessary to protect the integrity of the grievance procedure or the sensitivity of the issue being grieved.
Observers. One observer named by the Association and one named by the Employer shall be entitled to be present at all meetings held by the Promotions Appeal Committee provided that neither observer was a member of any committee which previously considered the case before the Promotions Appeal Committee.
Observers. The Aquarium reserves the right to bring potential renters in during an event for discreet observation.
Observers. 1. The Association and the Board are each entitled to three (3) observers at any negotiations session. Observers may be changed from meeting to meeting.
2. Observers may serve as recorders or note-takers.
3. Observers may not speak during negotiations but may participate in caucus.
Observers. 1. At the time of lodging a license application, each Community vessel concerned shall contribute EUR 400 into Government Revenue Account No 0260-002 with the National Bank of Solomon Islands, Honiara, specifically for the observer’s programme.
2. Vessels authorised to fish in Solomon Islands waters under the Agreement shall take on board observers appointed by Solomon Islands on the terms set out below:
2.1. The Permanent Secretary shall determine each year the scope of the programme for observation on board on the basis of the number of vessels authorised to fish in the waters under its jurisdiction and the state of the resources targeted by those vessels. It shall determine accordingly the number or percentage of vessels by category of fishery which shall be required to take an observer on board.
2.2. The Permanent Secretary shall draw up a list of vessels designated to take an observer on board and a list of appointed observers. These lists shall be kept up to date. They shall be forwarded to the European Commission as soon as they have been drawn up and every three months thereafter where they have been updated.
2.3. The Permanent Secretary shall inform the shipowners concerned, or their agents, of his intentions to take on board an appointed observer on their vessels at the time the licence is issued, or no later than 15 days before the observer’s planned embarkation date and whose name shall be notified as soon as possible.
3. The time spent on board by observers shall be fixed by the Permanent Secretary but, as a general rule, it should not exceed the time required to carry out their duties. The Permanent Secretary shall inform the shipowners or their agents thereof when notifying them of the name of the observer appointed to be taken on board the vessel concerned.
4. The conditions under which observers are taken on board shall be agreed between shipowners or their agents and the Permanent Secretary.
5. Within two weeks and giving 10 days’ notice, the shipowners concerned shall make known at which Solomon Islands ports and on what dates they intend to take observers on board.
6. Where observers are taken on board in a foreign port, their travel costs shall be borne by the shipowner. Should a vessel with an observer from Solomon Islands on board leave the Solomon Islands fishing zone, all measures must be taken to ensure the observer’s return to Solomon Islands as soon as possible at the expense of the shipowner.
7. If the observer is not present a...
Observers. 15. Participation of observers is governed by the provisions of Annex X of the Agreement. Unless other- wise decided by the Meeting of the Parties, observers cannot attend meetings held in executive session and the meetings of Heads of Delegations.