Attendance by Observer Clause Samples
The 'Attendance by Observer' clause grants a designated individual, known as an observer, the right to attend certain meetings or proceedings without participating as a formal member. Typically, this observer may be present at board meetings or committee sessions to monitor discussions, gather information, or provide input when requested, but does not have voting rights or decision-making authority. The core function of this clause is to facilitate transparency and oversight, allowing stakeholders or interested parties to stay informed about key activities without directly influencing outcomes.
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Attendance by Observer. Alpha Capital Anstalt, a Subscriber herein, has the right to designate an observer, who shall be entitled to attend and participate (but not vote) at all meetings of the Board of Directors of the Company and to receive all notices, reports, information, correspondence and communications sent by the Company to members of the Board of Directors. All reasonable costs and expenses incurred in connection therewith by any such designated observer shall be reimbursed by the Company to the extent that the Company reimburses such expenses incurred by any directors of the Company. It is provided and agreed that the actions and advice of any person while serving pursuant to this section as an observer at meetings of the Board of Directors shall be construed to be the actions and advice of that person alone and not be construed as actions of any Subscriber as to any notice, requirements or rights of any Subscriber under the Transaction Documents, nor as the action of any Subscriber to approve modifications, consents, amendments or waivers thereof; and all such actions or notices shall be deemed actions or notices to the Subscribers only when duly provided in writing and given in accordance with the provisions of the Transaction Documents. The relationship between the Company and the Subscribers is, and shall at all times remain, solely that of the Company with a purchaser of its securities and creditor. The Subscribers neither undertake nor assume any responsibility or duty to the Company to review, inspect, supervise, pass judgment upon, or inform the Company of any matter in connection with any phase of the Company’s business, operations, or condition, financial or otherwise. The Company shall rely entirely upon its own judgment with respect to such matters, and any review, inspection, supervision, exercise of judgment, or information supplied to the Company by the Subscribers, or any representative or agent of the Subscribers, in connection with any such matter is for the protection of the Subscribers, and neither the Company nor any third party is entitled to rely thereon. It shall be deemed a default of a material obligation under the Notes if Company does not comply with the requirements of this section.