Board Observation Rights. (i) Permit one observer designated by the Collateral Agent (the "Board Observer") to attend any meeting (a "BOD Meeting") of the Board of Directors of the Parent (or its direct or indirect ultimate parent holding company) or any of its Subsidiaries (or, in each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the Parent (or its direct or indirect ultimate parent holding company) or any of its Subsidiaries at any such meetings; (ii) hold BOD Meetings no less than once per calendar quarter; (iii) notify the Board Observer of the time and place of any BOD Meetings and all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Parent (or its direct or indirect ultimate parent holding company) and any of its Subsidiaries at such meeting in a manner consistent with such notice provided to members of the Board of Directors or relevant committee thereof; (iv) provide to the Board Observer all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Parent (or its direct or indirect ultimate parent holding company) and any of its Subsidiaries in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members (it being understood that the Board Observer shall be required to keep such materials and information confidential in accordance with Section 12.19 of this Agreement); and (v) with respect to two BOD Meetings per year, reimburse the Board Observer, upon request, for all reasonable out-of-pocket costs and expenses incurred in connection with its participation in any such BOD Meeting; provided, that if counsel to the Parent or such Subsidiary advises the Parent or such Subsidiary that in its reasonable good faith discretion, participation in any BOD Meeting by the Board Observer or delivery of any document to the Board Observer required pursuant to clause (i) or (iv) above would result in a waiver of attorney-client privilege, create a conflict of interest or otherwise violate applicable law, the Parent shall notify the Board Observer in writing thereof (which notice shall contain reasonable detail regarding t...
Board Observation Rights. Cause Comvest (provided that, in the event that none of Comvest, its Affiliates and or Related Funds is a Lender, then the Lender with the then greatest Pro Rata Share of all of the Term Loan shall have the rights afforded to Comvest under this Section 5.13 and all references in this Section 5.13 to Comvest shall be deemed to be a reference to such Lender) to have the right to designate one representative, who shall: (a) receive prior notice (no later than such notice is given to the members of the board of directors (or other comparable body), the equityholders, and the committee members, as applicable) of all meetings (both regular and special) of the board of directors (or other comparable body) and of the equityholders of each Loan Party and each committee of any such board of directors (or other comparable body); (b) be entitled to attend (or, at the option of such representative, monitor by telephone) all such meetings; (c) receive all notices, information, reports and minutes of meetings, which are furnished (or made available) to the members of any such board of directors (or other comparable body) and/or committee and/or equityholders in their respective capacities as such at the same time and in the same manner as the same is furnished (or made available) to such members and equityholders; and (d) be entitled to participate in all discussions conducted at such meetings; provided, however, that if, and to the extent, an issue is to be discussed or otherwise arises at any meeting of the board of directors (or comparably body) of any Loan Party which, in the reasonable good faith judgment of such board of directors (or comparable body) is not appropriate to be discussed in the presence of such representative of Comvest in order to avoid a conflict of interest with respect to a material matter on the part of such non-voting observer or, upon and consistent with the advice of legal counsel to the Loan Parties, is necessary to preserve an attorney-client privilege with respect to any matter, then to the extent a discussion of such issue would cause such a conflict of interest or would result in the loss of such attorney-client privilege, such issue may be discussed without such representative of Comvest present, and such representative of Comvest may be excluded from distribution of applicable portions of related materials or related draft resolutions or consents. If any action is proposed to be taken by any such board of directors (or other comparable...
Board Observation Rights. The Borrower shall, and shall cause each of its Subsidiaries to, allow two (2) representatives designated by the Lender (such representatives, the “Board Observers”) to attend and participate in all meetings and other activities of the governing body of the Borrower and each of its Subsidiaries, including all committees and sub- committees thereof. The Borrower shall, and shall cause each of its Subsidiaries to, (a) give the Lender notice of all such meetings, at the same time as furnished to the directors, managers, or partners, as applicable, of Borrower or the applicable Subsidiary, (b) provide to each Board Observer all notices, documents and information furnished to the directors, managers, members, or partners, as applicable, of each entity, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors, managers, members, or partners, as applicable, (c) notify each Board Observer and permit each such Board Observer to participate by telephone in, emergency meetings of each such governing body and all committees and sub-committees thereof, (d) provide each Board Observer copies of the minutes of all such meetings at the time such minutes are furnished to the members of the applicable governing body, (e) cause regularly-scheduled meetings of the applicable governing bodies to be held, and (f) to the extent there are any in person meetings of any governing body of Borrower or any of its Subsidiaries (or any committee or sub-committee thereof), the Board Observers shall be permitted to attend such meeting in person. The Borrower shall reimburse the Lender for the reasonable costs and expenses incurred by such Board Observers in connection with attendance at or participation in meetings, in an amount not to exceed such Board Observers’ actual travel costs.6.15
Board Observation Rights. Whenever, at any time or times, dividends on the shares of Designated Preferred Stock have not been declared and paid in full within five (5) Business Days after each Dividend Payment Date for an aggregate of five (5) Dividend Periods or more, whether or not consecutive, the Issuer shall invite a representative selected by the holders of a majority of the outstanding shares of Designated Preferred Stock, voting as a single class, to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors in connection with such meetings; provided, that the holders of the Designated Preferred Stock shall not be obligated to select such a representative, nor shall such representative, if selected, be obligated to attend any meeting to which he/she is invited. The rights of the holders of the Designated Preferred Stock set forth in this Section 7(b) shall terminate when full dividends have been timely paid on the Designated Preferred Stock for at least four consecutive Dividend Periods, subject to revesting in the event of each and every subsequent default of the character above mentioned.
Board Observation Rights. From and after the Restatement Date, Holdings shall permit one authorized representative designated by the Requisite Lenders and notified in writing to Holdings (each, a “PLBY Board Observer”) to attend and participate (in the capacity of a non-voting observer) in all meetings of Holdings’ Board of Directors (the “PLBY Board”), whether in person, by telephone, or otherwise. Holdings shall provide such PLBY Board Observers the same notice of all such meetings and copies of all such meeting materials distributed to members of the PLBY Board concurrently with provision of such notice and materials to the PLBY Board; provided, however, that each such PLBY Board Observer (i) prior to attendance and participation at meetings of the PLBY Board, shall be subject to customary background checks, execution of a customary non-disclosure agreement, and execution of any other documentation reasonably required by the Borrower, (ii) shall hold all information and materials disclosed or delivered to such PLBY Board Observer in confidence in accordance with but subject to the provisions of Section 10.17 and (iii) may be excluded from access to any material (or such materials may be redacted) or meeting or portion thereof (A) if the PLBY Board determines in good faith, with advice from legal counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or if such PLBY Board Observer’s access or attendance could materially and adversely affect the PLBY Board’s fiduciary duties, (B) if such material relates to, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans or the Credit Documents, or (C) during any executive session of the PLBY Board. The Credit Parties shall reimburse the PLBY Board Observer for all reasonable and documented out-of-pocket costs and expenses incurred in connection with its participation in any meeting of the PLBY Board. If it is proposed that any action be taken by written consent in lieu of a meeting of the PLBY Board, Holdings shall provide such PLBY Board Observers a copy of the written consent at the time such written consent is distributed to members of the PLBY Board. The PLBY Board Observers shall be free to contact the members of the PLBY Board and discuss the proposed written consent.
Board Observation Rights. For so long as the Wellington Unit Threshold is met, the Wellington Members may designate one observer (the “Wellington Observer”) to attend in a nonvoting observer capacity all meetings of the Board, any committee of the Board and any board of directors or board of managers (and any committees thereof) of any Material Subsidiary, and, in this respect, the Company shall provide the Wellington Observer copies of all notices, minutes, consents, and other material that it provides to the members of the Board, any committee of the Board and any board of directors or board of managers (and any committees thereof) of any Material Subsidiary at the same time such material is provided to such members; provided, however, that the Company reserves the right to exclude the Wellington Observer from access to any material or meeting or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege. To the extent the information and other material furnished to the Wellington Observer pursuant to this Section 9.4 constitutes or contains Confidential Information, the Wellington Members covenant that they will use due care to prevent its officers, directors, partners, employees, trustees, counsel, accountants and other representatives from disclosing such Confidential Information to Persons other than their respective authorized employees, counsel, accountants, stockholders, beneficiaries, partners, limited partners and other authorized representatives and any other person permitted under Section 8.1(a); provided, however, that the Wellington Members may disclose or deliver any information should they be advised by counsel that such disclosure or delivery is required by law, regulation or judicial or administrative order or should the Company consent in writing to such disclosure or delivery. “Due care” means the same level of care that a Wellington Member would use to protect the confidentiality of sensitive or proprietary information regarding its other investments that are subject to similar confidentiality agreements. Any material to be provided to the Wellington Observer shall be sent solely to the address and department listed next to the signatures of the Wellington Purchasers, and such material shall not be sent to any other Person on behalf of the Wellington Observer without the prior written consent of a member of such department. If any of such material contains material, non-p...
Board Observation Rights. (a) During the term of this Agreement, Veolia shall have the right to designate a non‑voting observer (the “Board Observer”) to receive notice of and attend all meetings (whether in person, telephonic or electronic) of the Board for the purposes of permitting the Board Observer to have current information with respect to the affairs of Aqua and the actions taken by the Board. The Board Observer shall be an employee of Veolia or its Affiliates. The Board Observer appointed pursuant to this Section 5.5 shall have the right to receive advance copies of all agenda materials and other documents distributed to directors in connection with any meeting and all matters proposed to the Board for their unanimous consent, and all minutes of the proceedings of Aqua, subject to Section 5.5(b). In no event shall the Board Observer: (i) be deemed to be a member of the Board; (ii) have the right to vote on any matter under consideration by the Board or otherwise have any power to cause Aqua to take, or not to take, any action; or (iii) except as expressly set forth in this Agreement, have or be deemed to have, or otherwise be subject to, any duties (fiduciary or otherwise) to Aqua or its stockholders or any duties (fiduciary or otherwise) otherwise applicable to the directors of Aqua. Veolia shall designate the Board Observer in writing, who shall be an officer or employee of Veolia, and shall not change the Board Observer more than once during any 12-month period except with the Board’s consent or the discontinuation of such Board Observer’s employment with Veolia. To the extent that Veolia’s Board Observer is no longer employed by Veolia or its Affiliates, or if Veolia wishes to replace the Board Observer and designate a different employee of Veolia or its Affiliates to be the Board Observer, Veolia shall consult with Aqua and the parties agree to work together in good faith to find a mutually acceptable replacement; provided, however, that Veolia shall ultimately have the discretion to name such replacement. Veolia’s rights under this Section 5.5 shall be subject to the Board Observer’s execution of an appropriate nondisclosure agreement with Aqua and the Board Observer’s compliance with Aqua’s xxxxxxx xxxxxxx policies applicable to the members of the Board.
Board Observation Rights. Fourth Third shall have the right to appoint a single observer to the board of directors or similar governing body of each Loan Party (the “Board of Directors”), who shall be entitled to attend (or at the option of such observer, monitor by telephone) all meetings of such Board of Directors and each committee of such Board of Directors, but shall not be entitled to vote, or to influence any vote, and who shall receive all reports, meeting materials, notices, written consents, and other materials as and when provided to the members of such Board of Directors. The Loan Parties shall reimburse Fourth Third for the reasonable travel expenses incurred by any such observer appointed by Fourth Third in connection with attendance at or participation in meetings of such Loan Party’s Board of Directors to the extent consistent with such Loan Party’s policies of reimbursing directors generally for such expenses.
Board Observation Rights. For so long as the Xxxxx Indemnified Parties own together at least 200 million shares of VIASPACE Common Stock, VIASPACE hereby grants to Xxxxx the right to appoint two individuals to serve as non-voting observers (each, a “Non-Voting Observer”) to the VIASPACE Board and any committee thereof. In the event of a vacancy caused by the resignation or other cessation of service of any Non-Voting Observer, Xxxxx shall have the right to appoint a new Non-Voting Observer in substitution thereof. Any Non-Voting Observer shall be permitted to attend meetings of each of the VIASPACE Board and each such committee in person or telephonically, at the option of the Non-Voting Observer. Each Non-Voting Observer shall be entitled to be present at all meetings of the VIASPACE Board and each committee thereof and such observer shall be notified of any meeting of the VIASPACE Board or committee, including such meeting’s time and place, in the same manner as Directors, and shall have the same access to information (including any copies of all materials disseminated to the Directors or members of the committees thereof), including, without limitation, with respect to the business and operations of VIASPACE, and at the same time as the Directors, and shall be entitled to participate in discussions and consult with, and make proposals and furnish advice to, the Directors or committee without voting. The VIASPACE Board hold at least one meeting (each a “Quarterly Meeting”) on a date during each fiscal quarter. Within a reasonable time after each Quarterly Meeting, VIASPACE shall cause minutes of such Quarterly Meeting to be delivered to the Directors and each Non-Voting Observer. VIASPACE will notify each Non-Voting Observer of each meeting of the VIASPACE Board reasonably in advance of, and in any event, at least ten (10) business days prior to, any such meeting, unless such meeting is convened to address an emergency matter requiring immediate attention of the VIASPACE Board, in which case the notice of such meeting may be given within the time period provided for such notices in the governing Organizational Documents (but in no event less than 48 hours prior to such meeting). The Non-Voting Observer will agree to comply with VIASPACE’s confidentiality and xxxxxxx xxxxxxx policy applicable to all directors. Notwithstanding the foregoing, the Non-Voting Observer will be excluded from meetings, and the right of the Non-Voting Observer to receive materials will be restricted, (x) ...
Board Observation Rights. Quantum shall permit one authorized representative of the Lenders to attend and participate (in the capacity of a non-voting observer) in all meetings of its Board of Directors (the “Quantum Board”), whether in person, by telephone, or otherwise. Quantum shall provide such representative the same notice of all such meetings and copies of all such meeting materials distributed to members of the Quantum Board concurrently with provision of such notice and materials to the Quantum Board; provided, however, that such representative (i) shall hold all information and materials disclosed or delivered to such representative in confidence in accordance with but subject to the provisions of Section 16.15 and (ii) may be excluded from access to any material or meeting or portion thereof if (A) the Quantum Board determines in good faith, with advice from legal counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or if such representative’s access or attendance could materially and adversely affect the Quantum Board’s fiduciary duties or (B) such material relates to, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans or an executive session of the Quantum Board. The Loan Parties shall pay such representative’s reasonable and documented out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) in connection with such representative’s attendance at such meetings to the extent consistent with Quantum’s policies of reimbursing directors generally for such expenses. If it is proposed that any action be taken by written consent in lieu of a meeting of the Quantum Board, Quantum shall provide such representative a copy of the written consent at the time such written consent is distributed to members of the Quantum Board. The representative shall be free to contact the members of the Quantum Board and discuss the proposed written consent.
