Board Observer Letter definition

Board Observer Letter means the letter in the form set out in Exhibit E from the Company to the Purchaser setting out the terms on which the Purchaser shall be entitled to appoint an observer to the board of directors of the Company;
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Board Observer Letter means a board observer rights letter substantially in the form of Exhibit J.
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Board Observer Letter means a board observer rights letter substantially in the form of Exhibit J. “Board of Directors” shall mean, with respect to any person, (a) in the case of any corporation, the board of directors of such person, (b) in the case of any limited liability company, the board of managers, manager or managing member of such person, (c) in the case of any partnership, the general partner of such person and (d) in any other case, the functional equivalent of the foregoing. “Bookrunner” shall have the meaning assigned to such term in the preamble. “Borrower” shall have the meaning assigned to such term in the preamble hereto. “Borrowing” shall mean (a) Loans of the same Type, made, converted or continued on the same date and, in the case of EurodollarSOFR Loans, as to which a single Interest Period is in effect, or (b) a Swingline Loan. “Borrowing Request” shall mean a written request by the Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit B, or such other form (including electronic documentation generated by the use of an electronic platform) as shall be approved by the Administrative Agent (which approval shall not be unreasonably withheld). “Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks in New York City are authorized or required by law to close; provided, however, that, when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank marketSOFR Loan, or any other calculation or determination involving SOFR, the term “Business Day” means any such day that is also a U.S. Government Securities Business Day. “Capital Assets” shall mean, with respect to any person, all equipment, rolling stock, aircraft, fixed assets and Real Property or improvements of such person, or replacements or substitutions therefor or additions thereto, that, in accordance with GAAP, have been or should be reflected as additions to property, plant or equipment on the balance sheet of such person. “Capital Expenditures” shall mean, for any period, the aggregate of, without duplication, (a) all expenditures (whether paid in cash or accrued as liabilities) by the Borrower and its Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as additions during such period to property, plant or equipment reflected in the consolidated balance ...
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Examples of Board Observer Letter in a sentence

  • The Board Observer Letter Agreement substantially in the form attached hereto as Exhibit F shall have been executed and delivered by the Purchaser.

  • The Board Observer Letter Agreement substantially in the form attached hereto as Exhibit F shall have been executed and delivered by the Company.

  • There shall have been delivered to the Administrative Agent from each Credit Party an executed counterpart of (i) each of the Loan Documents to which it is a party to be entered into on the Closing Date and (ii) the Board Observer Letter.

  • He had not yet viewed an e-mail sent by the Milpitas City Attorney on this date, to which Mr. Ogaz referred all Board Members.

  • The Investor agrees to cause (A) the initial Investor Observer to execute a Board Observer Letter Agreement at or prior to the Closing and (B) any subsequent Investor Observer to execute a Board Observer Letter Agreement as a condition to the Company’s obligations hereunder to permit such Investor Observer to attend Board and committee meetings and provide such Investor Observer Board and committee materials.

  • Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer On December 6, 2018, TA entered into that certain Board Observer Letter Agreement, by and between TA and the Company (the “Board Observer Letter”).

  • Borrower shall allow one representative designated by Investment Manager and who is an officer, member, manager, partner, agent or employee of Investment Manager (the “Observer”) to attend and observe all meetings of the Board of Directors of Borrower (and all Board committees) in accordance with the Board Observer Letter.

  • The Board Observer Letter by and between the Company and the Board observer that OrbiMed is entitled to appoint, substantially in the form attached hereto as Exhibit F, shall have been executed and delivered by all parties.

  • Subject to the terms and conditions set forth in the Board Observer Letter, the Company granted the Reporting Persons the right, at any time that the Reporting Persons hold at least 20% of the outstanding Common Stock of the Company, to appoint a representative to serve as an observer to the Company’s Board of Directors (the “Board Observer”).

  • There shall have been delivered to the Administrative(a) Agent from each Credit Party an executed counterpart of (i) each of the Loan Documents to which it is a party to be entered into on the Closing Date and (ii) the Board Observer Letter.


More Definitions of Board Observer Letter

Board Observer Letter means a board observer rights letter substantially in the form of Exhibit J. “Board of Directors” shall mean, with respect to any person, (a) in the case of any corporation, the board of directors of such person, (b) in the case of any limited liability company, the board of managers, manager or managing member of such person, (c) in the case of any partnership, the general partner of such person and (d) in any other case, the functional equivalent of the foregoing. “Bookrunner” shall have the meaning assigned to such term in the preamble. “Borrower” shall have the meaning assigned to such term in the preamble hereto. “Borrowing” shall mean (a) Loans of the same Type, made, converted or continued on the same date and, in the case of SOFR Loans, as to which a single Interest Period is in effect, or (b) a Swingline Loan. “Borrowing Request” shall mean a written request by the Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit B, or such other form (including electronic documentation generated by the use of an electronic platform) as shall be approved by the Administrative Agent (which approval shall not be unreasonably withheld). “Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks in New York City are authorized or required by law to close; provided that, when used in connection with a SOFR Loan, or any other calculation or determination involving SOFR, the term “Business Day” means any such day that is also a U.S. Government Securities Business Day. “Capital Assets” shall mean, with respect to any person, all equipment, rolling stock, aircraft, fixed assets and Real Property or improvements of such person, or replacements or substitutions therefor or additions thereto, that, in accordance with GAAP, have been or should be reflected as additions to property, plant or equipment on the balance sheet of such person. “Capital Expenditures” shall mean, for any period, the aggregate of, without duplication, (a) all expenditures (whether paid in cash or accrued as liabilities) by the Borrower and its Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as additions during such period to property, plant or equipment reflected in the consolidated balance sheet of the Borrower and its Restricted Subsidiaries and (b) Capital Lease Obligations incurred by the Borrower and its Restricted Subsidiaries during such period. “Capital Leas...
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Board Observer Letter means that certain letter agreement re: board observer rights, dated as of the Closing Date, made by Borrower in favor of Investment Manager.
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Board Observer Letter means the letter dated on or about the date of this Agreement between the Agent and the Parent relating to board observer rights for the Majority Facility A Lenders (as defined therein).
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Related to Board Observer Letter

  • Company LLC Agreement means the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of May 25, 2011, as amended from time to time.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Management Stockholder’s Agreement means that certain Management Stockholder’s Agreement between the Optionee and the Company.

  • Investor Letter means that certain Investor Letter, substantially in the form attached hereto as Exhibit B.

  • Stockholders Agreement means the Stockholders Agreement, dated as of the date hereof, by and among the Company and the other parties thereto.

  • Consulting Agreements has the meaning set forth in the Recitals.

  • Sponsor Management Agreement means the management agreement between certain of the management companies associated with the Investors and the Issuer.

  • Shareholders' Agreements shall have the meaning provided in Section 5.05.

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

  • (3) SECRETARY.—The term Secretary’ means

  • Existing Confidentiality Agreement shall have the meaning given in Section 6.2.

  • Continuing Disclosure Agreement means the Continuing Disclosure Agreement, as it may be modified from the form on file with the Clerk of Council and signed by the Mayor and the Fiscal Officer in accordance with Section 6, which shall constitute the continuing disclosure agreement made by the City for the benefit of holders and beneficial owners of the Bonds in accordance with the Rule.

  • Special Committee means a committee of the Board of Managers of the Company comprised of two individuals, each of whom qualifies as an Independent Manager.

  • Engagement Letter means that certain Engagement Letter, dated as of June 18, 2015, by and among the Borrower and the Arrangers.

  • Initial LLC Agreement has the meaning set forth in the recitals to this Agreement.

  • Sponsor Letter Agreement has the meaning set forth in the recitals to this Agreement.

  • Shareholders Agreement shall have the meaning set forth in the Recitals.

  • Consulting Agreement means any written or oral agreement to retain the services, for a fee, of a consultant for the purposes of (A) providing counsel to a contractor, vendor, consultant or other entity seeking to conduct, or conducting, business with the State, (B) contracting, whether in writing or orally, any executive, judicial, or administrative office of the State, including any department, institution, bureau, board, commission, authority, official or employee for the purpose of solicitation, dispute resolution, introduction or requests for information or (C) any other similar activity related to such contracts.

  • Securityholders Agreement means the Securityholders Agreement of the Company, dated as of May 5, 1998, as the same has been and may be amended from time to time.

  • Purchaser Confidential Information means all confidential or proprietary documents and information concerning the Purchaser or any of its Representatives; provided, however, that Purchaser Confidential Information shall not include any information which, (i) at the time of disclosure by the Company, the Seller Representative or any of their respective Representatives, is generally available publicly and was not disclosed in breach of this Agreement or (ii) at the time of the disclosure by the Purchaser or its Representatives to the Company, the Seller Representative or any of their respective Representatives, was previously known by such receiving party without violation of Law or any confidentiality obligation by the Person receiving such Purchaser Confidential Information. For the avoidance of doubt, from and after the Closing, Purchaser Confidential Information will include the confidential or proprietary information of the Target Companies.

  • Associate Director means the associate director of the

  • Acquisition Agreement Representations means such of the representations made by or on behalf of the Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the accuracy of any such representation is a condition to the obligations of Holdings or an Affiliate thereof to close under the Acquisition Agreement or Holdings (or an Affiliate thereof) has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Original LLC Agreement has the meaning set forth in the Recitals.

  • Employment Agreements shall have the meaning provided in Section 5.05.

  • Investor Agreement means that certain Investor Agreement between the Investor and the Company, to be dated as of the Closing Date, in substantially the form of Exhibit A attached hereto, as the same may be amended from time to time.

  • Governance Agreement has the meaning set forth in the Recitals.