Designated Observer definition
Examples of Designated Observer in a sentence
For the avoidance of doubt, a conflict of interest shall be presumed to exist where the subject matter relates to a transaction, proceeding or other matter in which (a) the Designated Observer, (b) RedBird or any of its affiliates (including any portfolio companies (other than the Company)), or (c) any other person or entity for which the Designated Observer serves as an employee, officer, partner, or director are or may be an interested party and the Designated Observer has knowledge of such involvement.
The Designated Observer shall not constitute a member of such Board of Directors of Holdings or any Subsidiary of Holdings.
The Parent hereby acknowledges that the Observer has been designated by the Investors as the first Designated Observer under the Original Agreement and shall continue to act as the first Designated Observer under this Agreement.
Parent shall provide to each Designated Observer notice of any meetings of the Board, a copy of the meeting materials at the same time as provided to the members of the Board in their capacity as such, and shall provide each Designated Observer with the same rights to expense reimbursement that it provides to the Designated Directors.
The Designated Observer hereby acknowledges that federal securities laws impose restrictions on his ability to purchase, sell, trade or otherwise transfer securities of the Company until such time as material, non-public information received by the Designated Observer becomes publicly available or is no longer material.
Purchaser and the Company agree that, so long as (i) Purchaser owns more than 300,000 shares of Company stock, or (ii) there remains more than $150,000.00 of principal unpaid under the Note, Purchaser may appoint one designated observer to the Company's Board of Directors (the "Designated Observer"), who shall have a nonvoting, observer capacity.
Purchaser agrees that it shall appoint Haynsworth Robison to serve as the Designated Observer until such time ▇▇ ▇▇▇▇haser designates in writing to the Company a replacement Designated Observer.
Borrower shall reimburse the Designated Observer for the reasonable and documented out-of-pocket expenses (including travel expenses) incurred by the Designated Observer in connection with attendance at any of such meetings of the Board of Directors of Holdings or any Subsidiary of Holdings.
The fees and expenses of the Designated Observer shall be borne solely by the Company.
This Agreement shall terminate and be of no further effect upon the termination of the Observation Rights Agreement or the Designated Observer permanently ceasing to act as RedBird’s Observer.