Observer Agreement definition
Examples of Observer Agreement in a sentence
At the Closing, the Purchasers shall be irrevocably and unconditionally (subject to the express terms hereof) granted the right to appoint one non-voting observer to the Company’s board of directors (the “Observer”) pursuant to the Observer Agreement, which agreement and appointment will become effective as of the Closing.
Without limiting the generality of the foregoing, Advance expressly acknowledges and agrees to be bound by Section 4(b) of the Board Observer Agreement.
If the closing of the IPO does not occur prior to the date that is six (6) months after the date of this Agreement, this Agreement and the Board Observer Agreement shall be null and void as though never made and no party hereto or thereto shall have any obligations to any other party hereto or thereto in respect of such agreements.
The Observer shall be permitted to share information and materials from Board and committee meetings with Advance and Advance’s directors, executive officers, employees involved with respect to Advance’s investment in the Company, attorneys, accountants and tax advisors, provided such information is clearly marked by the Observer as “confidential” and is protected consistent with the obligations under the Board Observer Agreement and with the confidentiality requirements set forth in Section 2.5(b).
Each of the parties hereby consents to the amendments to the Board Nomination and Observer Agreement contained in this Amendment.
These will be negotiated directly with the secretariat, signed by both parties, and appended to this Observer Agreement.
NMG shall invite the CGF Observer to, subject to the terms of the Observer Agreement, attend and participate in all meetings of the Board in a non-voting capacity.
Notwithstanding the foregoing, the confidentiality obligations set forth in Section 3.11 of the Observer Agreement shall survive the replacement of the Observer Agreement in accordance with the terms thereof.
Except as expressly amended hereby, the Board Nomination and Observer Agreement shall remain unmodified and in full force and effect and is hereby ratified and confirmed by the parties hereto.
This Agreement shall become effective immediately upon election of such Shareholder Nominee at such meeting and the Observer Agreement shall immediately be replaced by this Agreement and, thereafter, the terms of the Observer Agreement shall have no further force or effect.