Common use of Board Observers Clause in Contracts

Board Observers. During the periods described below in this Section 2.10, each Quadrangle Entity and each CVC Entity shall have the right to appoint a representative (collectively, the “Board Representatives”) to attend each meeting of the Board as a non-voting observer, whether such meeting is conducted in person or by teleconference. The Board Representatives shall have the right to present matters for consideration by the Board and to speak on matters presented by others. Subject to the confidentiality provisions of this Section 2.10, the Company shall cause the Board Representatives to be provided with all communications and materials that are provided by the Company or its consultants to the members of the Board generally, at the same time and in the same manner that such communications and materials are provided to such members, including all notices, board packages, reports, presentations, minutes and consents. The Board Representatives shall be entitled to meet and consult with the senior executive management team of the Company on a quarterly basis to discuss the quarterly and annual business plans of the Company and the Company’s Subsidiaries and to review the progress of the Company and the Company’s Subsidiaries in achieving their plans. In addition, upon request to the chief executive officer of the Company, the members of the senior executive management team of the Company shall make themselves available during normal business hours to meet with the Board Representatives on an interim basis, as the Board Representatives may reasonably request from time to time. The Company shall use its reasonable best efforts to notify the Board Representatives of any significant business issues or initiatives affecting the Company or the Company’s Subsidiaries, such as changes in the Company’s capital structure, incurrence of any significant indebtedness, significant business acquisitions, dispositions or similar transactions, developments or proposals entailing a potentially significant liability, nomination of directors, appointment or election of senior management personnel, and adoption of contracts, plans or other compensation arrangements covering senior management personnel. Whenever reasonably practicable, such notice shall be provided to the Board Representatives in a manner that affords the Board Representatives an opportunity to consult with the Company prior to any significant action on such issues or initiatives. Upon reasonable request by the Board Representatives to the chief executive officer of the Company, the Board Representatives shall be entitled, at their cost and expense, to inspect the books and records and the facilities of the Company and the Company’s Subsidiaries during normal business hours and to request and receive reasonable information regarding the financial condition and operations of the Company and the Company’s Subsidiaries. The right of each Quadrangle Entity and each CVC Entity to appoint a Board Representative, and the rights of such Board Representatives described above, shall exist solely during the periods, if any, in which such entity is intended to qualify as a “venture capital operating company” under U.S. Department of Labor Regulation 29 C.F.R. Section 2510.3-101 and such entity does not possess the right to elect or appoint a member of the Board. Notwithstanding any other provision of this Section 2.10 to the contrary, the Board shall have the right to keep confidential from the Board Representatives for such period of time as the Board deems reasonable any information and copies of written materials the Company is required by law or agreement with a third party to keep confidential. As a condition of the exercise of their rights under this Section 2.10, the Board Representatives shall enter into such agreements or undertakings with the Company to maintain the confidentiality of information provided to them in connection with the exercise of such rights as the Company may reasonably request.

Board Observers. During the periods described below in this Section ‎Section 2.10, each Quadrangle Entity and each CVC Entity shall have the right to appoint a representative (collectively, the “Board Representatives”) to attend each meeting of the Board as a non-voting observer, whether such meeting is conducted in person or by teleconference. The Board Representatives shall have the right to present matters for consideration by the Board and to speak on matters presented by others. Subject to the confidentiality provisions of this Section ‎Section 2.10, the Company shall cause the Board Representatives to be provided with all communications and materials that are provided by the Company or its consultants to the members of the Board generally, at the same time and in the same manner that such communications and materials are provided to such membersmembe rs, including all notices, board packages, reports, presentations, minutes and consents. The Board Representatives shall be entitled to meet and consult with the senior executive management team of the Company on a quarterly basis to discuss the quarterly and annual business plans of the Company and the Company’s Subsidiaries and to review the progress of the Company and the Company’s Subsidiaries in achieving their plans. In addition, upon request to the chief executive officer of the Company, the members of the senior executive management team of the Company shall make themselves available during normal business hours to meet with the Board Representatives on an interim basis, as the Board Representatives may reasonably request from time to time. The Company shall use its reasonable best efforts to notify the Board Representatives of any significant business issues or initiatives affecting the Company or the Company’s Subsidiaries, such as changes in the Company’s capital structure, incurrence of any significant indebtedness, significant business acquisitions, dispositions or similar transactions, developments or proposals entailing a potentially significant liability, nomination of directors, appointment or election of senior management personnel, and adoption of contracts, plans or other compensation arrangements covering senior management personnel. Whenever reasonably practicable, such notice shall be provided to the Board Representatives in a manner that affords the Board Representatives an opportunity to consult with the Company prior to any significant action on such issues or initiatives. Upon reasonable request by the Board Representatives to the chief executive officer of the Company, the Board Representatives shall be entitled, at their cost and expense, to inspect the books and records and the facilities of the Company and the Company’s Subsidiaries during normal business hours and to request and receive reasonable information regarding the th e financial condition and operations of the Company and the Company’s Subsidiaries. The right of each Quadrangle Entity and each CVC Entity to appoint a Board Representative, and the rights of such Board Representatives described above, shall exist solely during the periods, if any, in which such entity is intended to qualify as a “venture capital operating company” under U.S. Department of Labor Regulation 29 C.F.R. Section 2510.3-101 and such entity does not possess the right to elect or appoint a member of the Board. Notwithstanding any other provision of this Section ‎Section 2.10 to the contrary, the Board shall have the right to keep confidential from the Board Representatives for such period of time as the Board deems reasonable any information and copies of written materials the Company is required by law or agreement with a third party to keep confidential. As a condition of the exercise of their rights under this Section ‎Section 2.10, the Board Representatives shall enter into i nto such agreements or undertakings with the Company to maintain the confidentiality of information provided to them in connection with the exercise of such rights as the Company may reasonably request.

Board Observers. During the periods described below in this Section 2.10, each Quadrangle Entity and each CVC Entity shall have the right to appoint a representative (collectively, the “Board Representatives”) to attend each meeting of the Board as a non-voting observer, whether such meeting is conducted in person or by teleconference. The Board Representatives shall have the right to present matters for consideration by the Board and to speak on matters presented by others. Subject to the confidentiality provisions of this Section 2.10, the Company shall cause the Board Representatives to be provided with all communications and materials that are provided by the Company or its consultants to the members of the Board generally, at the same time and in the same manner that such communications and materials are provided to such members, including all notices, board packages, reports, presentations, minutes and consents. The Board Representatives shall be entitled to meet and consult with the senior executive management team of the Company on a quarterly basis to discuss the quarterly and annual business plans of the Company and the Company’s Subsidiaries and to review the progress of the Company and the Company’s Subsidiaries in achieving their plans. In addition, upon request to the chief executive officer of the Company, the members of the senior executive management team of the Company shall make themselves available during normal business hours to meet with the Board Representatives on an interim basis, as the Board Representatives may reasonably request from time to time. The Company shall use its reasonable best efforts to notify the Board Representatives of any significant business issues or initiatives affecting the Company or the Company’s Subsidiaries, such as changes in the Company’s capital structure, incurrence of any significant indebtedness, significant business acquisitions, dispositions or similar transactions, developments or proposals entailing a potentially significant liability, nomination of directors, appointment or election of senior management personnel, and adoption of contracts, plans or other compensation arrangements covering senior management personnel. Whenever reasonably practicable, such notice shall be provided to the Board Representatives in a manner that affords the Board Representatives an opportunity to consult with the Company prior to any significant action on such issues or initiatives. Upon reasonable request by the Board Representatives to the chief executive officer of the Company, the Board Representatives shall be entitled, at their cost and expense, to inspect the books and records and the facilities of the Company and the Company’s Subsidiaries during normal business hours and to request and receive reasonable information regarding the financial condition and operations of the Company and the Company’s Subsidiaries. The right of each Quadrangle Entity and each CVC Entity to appoint a Board Representative, and the rights of such Board Representatives described above, shall exist solely during the periods, if any, in which such entity is intended to qualify as a “venture capital operating company” under U.S. Department of Labor Regulation 29 C.F.R. Section 2510.3-101 and such entity does not possess the right to elect or appoint a member of the Board. Notwithstanding any other provision of this Section 2.10 to the contrary, the Board shall have the right to keep confidential from the Board Representatives for such period of time as the Board deems reasonable any information and copies of written materials the Company is required by law or agreement with a third party to keep confidential. As a condition of the exercise of their rights under this Section 2.10, the Board Representatives shall enter into such agreements or undertakings with the Company to maintain the confidentiality of information provided to them in connection with the exercise of such rights as the Company may reasonably request.