Observation Rights. The Holder of this Warrant shall receive notice of and be entitled to attend or may send a representative to attend all meetings of the Company's Board of Directors in a non-voting observation capacity and shall receive a copy of all correspondence and information delivered to the Company's Board of Directors, from the date hereof until such time as the indebtedness evidenced by the Note has been paid in full.
Observation Rights. The Issuer covenants and agrees, if requested in writing by the Collateral Manager and to the extent practicable under the circumstances, to notify the Collateral Manager of each meeting of the Board of Directors of the Issuer following the receipt of such request by the Issuer and to use commercially reasonable efforts to provide any materials distributed to the Board of Directors in connection with any such meeting and to afford a representative of the Collateral Manager the opportunity to be present at each such meeting, in person or by telephone at the option of the Collateral Manager.
Observation Rights. In addition to the rights to nominate one or more directors provided in Section 5.6, for such time as the Buyers or their affiliates continue to hold at least 10% of the total issued and outstanding Common Stock, the Company and its Subsidiaries shall extend Observation Rights (as defined below) to Buyers or their affiliates. For purposes of this Section, the term “Observation Rights” shall mean the right of Buyers or their affiliates to have a representative (an “Observer”) attend as an observer all meetings (including telephonic meetings) of the Boards of Directors of the Company and its Subsidiaries and their respective committees. The Observer shall receive prior written notice of all meetings of the Boards of Directors of the Company and its Subsidiaries and their respective committees at the same time that notice of such meetings is given to the directors and shall receive all materials and information provided from time to time to the members of the Boards of Directors of the Company and its Subsidiaries and their respective committees. Subject to ordinary and reasonable procedural rules, the Observer may participate in a meaningful manner in discussions of matters brought to the Board of Directors, and shall be permitted to pose questions and the Board of Directors shall provide complete responses to the questions posed. For the avoidance of doubt, the Observer shall not be deemed to be a member of the Board of Directors or any committee of the Company and its Subsidiaries. The Company shall reimburse the Observer for the out-of-pocket expenses of the Observer in attending such meetings on the same basis that the directors are reimbursed for their out-of-pocket expenses. Notwithstanding anything to the contrary contained herein, the Observation Rights shall be conditioned on the Observer maintaining the confidentiality of all material non-public material and information provided to the Observer and the Boards of Directors and committees of the Company and its Subsidiaries in accordance with procedures and policies established from time to time in writing by the Company and its Subsidiaries and provided to the Observer; however, notwithstanding any such procedures, the Observer shall be permitted to (A) provide, on a confidential basis, such material and information to the Buyers and their affiliates and their respective managers, partners, directors, officers, representatives, advisers, auditors, examiners and counsel who have agreed in writing to ...
Observation Rights. Until such time as the earlier to occur of (a) Nortel Networks no longer holds any Loans or Commitments hereunder or (b) the Debt Service Coverage Ratio of the Borrower or its Consolidated Subsidiaries has equaled or exceeded 1.00 to 1.00 (if calculated prior to the Amortization Commencement Date, determined on a pro forma basis as if the Amortization Commencement Date had occurred four fiscal quarters prior to such date of calculation) for a period of four consecutive fiscal quarters, the Borrower and/or Holdings shall give Nortel Networks notice of each meeting of the Board of Directors of Holdings and each meeting of any committee of the Board of Directors of Holdings not less than ten Business Days prior to the dates CREDIT AGREEMENT - Page 76 84 of any such meetings and allow a Person designated by Nortel Networks to serve as an observer (the "Observer") who may attend all such meetings of the Board of Directors of Holdings and any committee of the Board of Directors of Holdings. The Observer will not be a director, nor entitled to vote on any matter submitted to the Board of Directors of Holdings (or any committee of such board), and will have no rights, duties, liabilities or obligations of a director. The Observer may be excused at the request of a majority of the directors present at any such meetings for discussions involving sensitive information regarding competitors of Nortel Networks or Nortel Networks itself. The Observer may share any information gained from presence at such meetings with the employees, officers, directors, attorneys and advisors of Nortel Networks who have a need to know such information in the performance of their duties (collectively, the "Representatives"), but such information shall otherwise be kept confidential by Nortel Networks and its Representatives to the same extent that financial information with regard to Holdings is required to be kept confidential in accordance with the terms of this Agreement.
Observation Rights. The parties hereto acknowledge and affirm that the Buyers shall have Observation Rights (as defined in the Initial Securities Purchase Agreement) as set forth in Section 5.6 of the Initial Securities Purchase Agreement.
Observation Rights. 4.1 Without limiting any of the rights of the Investor in Article 3 hereinabove, if, at any time, less than three (3) Investor Representatives are serving on the Board for any reason, the Investor shall receive notice of and be entitled to have one (1) representative and one (1) advisor to such representative (or, at the Investor's election, two (2) representatives) attend as observers all meetings of the Board (except those portions thereof where confidential and non-public information will be disclosed or discussed) and of all committees thereof and at all meetings of the shareholders of the Corporation. Notice of such meetings shall be given to the Investor in the same manner and at the same time as to the members of the Board or such committees (which in any event shall not be less than forty-eight (48) hours prior to such meeting unless otherwise agreed to by the Investor in advance and in writing) and at the same time as to the shareholders of the Corporation, as the case may be. The Investor shall be provided with copies of (i) a meeting agenda, if any is prepared, (ii) all information that is provided to the members of the Board or such committees or to the shareholders of the Corporation (whether prior to, at, or subsequent to any such meetings), as the case may be, at the same time as such materials are provided to the members of the Board or such committee or to the shareholders of the Corporation, as the case may be, and (iii) copies of the minutes of all meetings of the Board and such committees and of all meetings of shareholders concurrently with the distribution of such minutes to one or more members of the Board or such committees or shareholders, as the case may be, but in no event later than forty-five (45) days after each such meeting.
Observation Rights. Without limiting any of the rights of LLCP in this SECTION 1, and whether or not any LLCP Representative is then serving on the Board, the Company shall invite two (2) representatives of LLCP or one (1) representative of LLCP plus one (1) advisor to attend in a non-voting observer capacity all meetings of the Board and the committees thereof and at all meetings of the shareholders of the Company. Notice of such meetings shall be given to LLCP in the same manner and at the same time as to the members of the Board or such committees or such shareholders, as the case may be (which in any event shall not be less then forty-eight (48) hours prior to such meeting unless otherwise agreed to by LLCP in advance and in writing). LLCP shall be provided with copies of (a) a meeting agenda, if any is prepared, (b) all information that is provided to the members of the Board or such committees or such shareholders (whether prior to, at, or subsequent to any such meetings), as the case may be, at the same time as such materials are provided to the members of the Board or such committee or such shareholders, as the case may be, and (c) copies of the minutes of all meetings of the Board and such committees or such shareholders concurrently with the distribution of such minutes to one or more members of the Board or such committees or such shareholders, as the case may be, but in no event later than forty-five (45) days after each such meeting.
Observation Rights. (a) Following the Closing and for such time as GM and DIRECTV (i) continue to hold, in the aggregate, in excess of 5% of the Common Stock Deemed Outstanding, or (ii) each retains the full amount of its original investment in the Company (whether or not converted into shares of Series A Convertible Preferred Stock or Class A Common Stock), GM or DIRECTV shall be allowed one observer at Board of Directors meetings to represent whichever company does not designate a member of the Board of Directors at that time.
Observation Rights. The Holder shall be entitled to appoint one Person (the “Holder Appointee”) to attend, as a non-voting observer, each meeting of the Board of Directors, or any committee thereof, whether such meeting is conducted in person or by telephone. The Holder Appointee shall be entitled to receive, with respect to each meeting of the Board of Directors or any committee thereof: (a)(i) written notice of each regular meeting at least ten (10) days in advance thereof and (ii) written notice of each special meeting at least two (2) Business Days in advance of such meeting, but, in any case involving any such regular or special meeting, such notice shall be delivered no later than the date on which the members of the Board of Directors or the committee, as applicable, are notified of such meeting, and (b) any and all information provided in connection with each such meeting to all other potential attendees of such meeting, in each case at the time and in the same manner as provided to such other attendees. Additionally, the Holder Appointee shall receive copies of all other notices, minutes, consents and other material items that the Company provides to its directors at the same time and in the same manner as provided to such directors. The Holder Appointee shall receive reimbursement from the Company for any and all reasonable out-of-pocket expenses incurred in connection with attending any and all meetings of the Board of Directors or any committee thereof. The Holder shall be entitled to fill any vacancy caused by the resignation, death or removal of a prior Holder Appointee. As of the date hereof, the Holder has elected not to appoint a Holder Appointee.
Observation Rights. The Holder of this Warrant shall (a) receive notice of and be entitled to attend or may send a representative to attend all meetings of the Company's Board of Directors in a non-voting observation capacity, (b) receive copies of all notices, packages and documents provided to members of the Company's Board of Directors for each board of directors meeting, and (c) receive copies of all actions taken by written consent by the Company's Board of Directors, from the date hereof until such time as the indebtedness evidenced by the Note has been paid in full; provided, however, that if the Company fails to comply with the notice provisions of this Section, such failure by the Company shall not be a breach hereunder and shall not effect any action taken by the Company's Board of Directors if such action had no adverse or disproportionate effect on Holder.
