Appointment of Observer. (a) 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.
Appointment of Observer. The group consisting of CLSP, L.P., CLSP II, L.P., CLSP-SBS I, L.P. and CLSP-SBS II, L.P. (collectively, the “Casdin Group”) and the group consisting of Quantum Industrial Partners LDC and Quantum Partners LDC (collectively, the “Sxxxx Group”) shall have the right to agree upon and designate, in a non-voting observer capacity, one representative of both the Casdin Group and the Sxxxx Group (or, at the option of the Casdin Group and the Sxxxx Group, one representative for each of the Casdin Group and the Sxxxx Group) reasonably acceptable to the Company (“Designee,” or if applicable, “Designees”) to attend and observe all meetings of the Company’s Board of Directors (the “Board”) (whether in person, telephonic or otherwise) and such Designee or Designees shall be entitled to receive notices of and to attend meetings of the Board, concurrently with the members of the Board, and in the same manner. If the Designee or Designees are unable to attend a Board meeting, the Casdin Group and the Sxxxx Group shall have the right to select a replacement Designee or Designee reasonably acceptable to the Company to attend in his or their place. The right to attend the Board meetings and receive the information described herein shall not apply to (i) the presentation of information or discussions at Board meetings involving matters which, if provided to or attended by the Designee or Designees, or its or their affiliates (including the Casdin Group entities or their affiliates and the Sxxxx Group entities and their affiliates), would in the reasonable opinion of counsel to the Company, jeopardize the attorney client privilege that would otherwise be afforded to such information or meeting or (ii) any particular matter in which the Designee or Designees or its or their affiliates (including the Casdin Group entities or their affiliates and the Sxxxx Group entities and their affiliates) have an interest that in the determination of a majority of the Board conflicts with the business of the Company. The Casdin Group and the Sxxxx Group agree, and shall cause any Designee or Designees to agree in writing prior to attending any meeting of the Board (whether in person, telephonic or otherwise), not to reveal to any person or entity (including any entity or employee of such entity in which the Casdin Group entities and their affiliates and/or the Sxxxx Group entities and their affiliates has an equity interest) outside of the Casdin Group and the Sxxxx Group any confidential in...
Appointment of Observer. The Investor will have an option to appoint such “observer” in SMC Group Companies. If the Investor exercises its option to appoint such “observer”, the Company shall and Promoters shall ensure that such “observer” has the right to attend and speak at all such meetings of the SMC Group Companies and receives all notices, agendas, draft resolutions, reports and other documents provided by or on behalf of SMC Group Companies to its directors. It is clarified that the “observer” shall have no rights to vote at any such meetings of SMC Group Companies. The Company shall have and the Promoters shall have caused each of the SMC Group Companies to appoint a representative individual nominated by Investor as an “observer” with rights to attend all meetings of the board of directors, committees of the board of directors and the shareholders of each of the SMC Group Companies, if requested by the Investor at its discretion under this Clause 4.1.1.6. Strictly Private & Confidential
Appointment of Observer. The Investor 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 the Company and the actions taken by the Board. The Board Observer shall be an employee of the Investor or its Affiliates, and the initial Board Observer shall be Txxxxx X. Xxxxxxxxx. The Board Observer appointed pursuant to this Section 3.1 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 the Company, subject to Section 3.2. 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 the Company 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 the Company or its stockholders or any duties (fiduciary or otherwise) otherwise applicable to the directors of the Company. The Investor shall designate the Board Observer in writing, who shall be an officer or employee of Investor, 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 the Investor. To the extent that the Investor’s Board Observer is no longer employed by the Investor or its Affiliates, or if the Investor wishes to replace the Board Observer and designate a different employee of the Investor or its Affiliates to be the Board Observer, Investor shall consult with the Company and the parties agree to work together in good faith to find a mutually acceptable replacement; provided, however, that Investor shall ultimately have the discretion to name such replacement.
Appointment of Observer. Effective on and for each year after the IPO, until the aggregate number of OP Units and shares of Common Stock held by Contributor and DRA Opportunity Fund, is less than 50% of the number of OP Units and shares of Common Stock held by Contributor and DRA Opportunity Fund immediately following the IPO, the Company, on behalf of itself and the Operating Partnership, will afford one person selected by DD Investment Partners, L.P. ("DDI") and DRA Opportunity Fund full Board observation rights, including (i) full and timely notice of all meetings of the Board of Directors and each of its committees, (ii) copies of all written and other materials disseminated to members of the Board or its committees, (iii) the right to attend in person or by telephone all meetings of the Board or its committees, (iv) the right to receive all reports concerning the business and financing of the Company and the Operating Partnership that are prepared or otherwise provided to the Company and the Operating Partnership, (v) the right to consult at least once per calendar quarter, if requested by DDI, with the management personnel of the Company concerning the finances and operations of the Company and the Operating Partnership and (vi) the right to receive in advance written notice from the Company of any acquisition or divestiture by the Company or the Operating Partnership (subject to the requirements of applicable securities laws).
Appointment of Observer. (1) The Company hereby acknowledges that the Observer has been designated by the Investor as the first Designated Observer under this Agreement.
Appointment of Observer. 7 Section 4.03. Director and Officer Indemnification........................7 Section 4.04. Termination of Representation...............................7 Section 4.05. Compliance with Applicable Law..............................7 ARTICLE V
Appointment of Observer. If the Purchaser declines to designate a Purchaser Nominee or the Purchaser Nominee is not elected, the Purchaser shall be entitled to designate an individual as its observer who shall be given notice of and, to the extent permitted by Korean Law, be entitled to attend (but not vote at or otherwise participate in) all regular and special meetings of the Board of Directors. The Purchaser shall have the right to change the person designated as the observer at any time in its sole discretion. The Bank shall enter into a contractual employment arrangement with any observer designated by the Purchaser pursuant to which such observer shall receive an amount of compensation to be mutually agreed. Each observer shall enter into a confidentiality agreement substantially in the form of the Supplemental Confidentiality Agreement.
Appointment of Observer. 11 1.11 Option to Purchase Property Interests for Increased Price; Termination of Agreement ................................................................... 11
Appointment of Observer. Effective on and for each year after the IPO, until the aggregate number of OP Units and shares of Common Stock held by Contributor and Office Invest Sub LLC is less than 50% of the number of OP Units and shares of Common Stock held by Contributor and Office Invest Sub LLC, immediately following the IPO, the Company, on behalf of itself and the Operating Partnership, will afford one person selected by Contributor and DD Investment Partners, L.P. ("DDI"), full Board observation rights, including (i) full and timely notice of all meetings of the Board of Directors and each of its committees, (ii) copies of all written and other materials disseminated to members of the Board or its committees, (iii) the right to attend in person or by telephone all meetings of the Board or its committees, (iv) the right to receive all reports concerning the business and financing of the Company and the Operating Partnership that are prepared or otherwise provided to the Company and the Operating Partnership, (v) the right to consult at least once per calendar quarter, if requested by DDI, with the management personnel of the Company concerning the finances and operations of the Company and the Operating Partnership and (vi) the right to receive in advance written notice from the Company of any acquisition or divestiture by the Company or the Operating Partnership (subject to the requirements of applicable securities laws).
