Board and Committee Observer Sample Clauses

Board and Committee Observer. (i) So long as the Lead Investor, together with its subsidiaries of which the Lead Investor beneficially owns, either directly or indirectly, at least fifty percent (50%) of the voting securities (each a "Majority Owned Subsidiary" and collectively, the "Majority Owned Subsidiaries"), hold the equivalent, on an as-converted basis, of at least five percent (5%) of the then outstanding Common Stock of the Company, such number to be proportionately adjusted for stock splits, stock dividends and similar events, the Company will permit a representative of such Investor, reasonably acceptable to the Company (a "Representative"), to attend all meetings of the Board and all committees of the Board, whether in person, telephonic or other, in a non-voting, observer capacity and shall provide to the Lead Investor, concurrently with the members of the Board or such Board committee, notice of such meeting and a copy of all materials provided to such members. Subject to the termination provisions set forth immediately below, the Company will also permit a Representative of Zero Stage Capital VI, LLP, a Massachusetts partnership ("ZSC") to attend all meetings of the Board and all committees of the Board, whether in person, telephonic or other, in a non-voting, observer capacity, shall provide to ZSC, concurrently with the members of the Board or such Board committee, notice of such meeting and a copy of all materials provided to such members, and shall reimburse such Representative for his or her reasonable travel expenses incurred in connection with attending such Board meetings in person. The rights of ZSC set forth in the preceding sentence shall begin at the Second Closing and shall terminate without further action by the Company upon the earlier to occur of (1) September 17, 2001 or (2) such time as ZSC is the beneficial owner of the equivalent of less than 100,000 shares of Series A Preferred Stock of the Company (whether or not such shares have been converted to shares of Common Stock), such number to be proportionately adjusted for stock splits, stock dividends and similar events. A majority of the disinterested members of the Board shall be entitled to recuse each Representative from portions of any Board or Board committee meeting and to redact portions of Board or Board committee materials delivered to the Representative where and to the extent that such majority determines by resolution, in good faith, that: (a) such refusal is reasonably necessary, in the op...
Sample 1
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Board and Committee Observer. (i) So long as the Investor owns any Purchased Shares, Warrant Shares or Conversion Shares or the Warrant or any part thereof equaling or representing the right to receive in the aggregate at least ninety percent (90%) of the number of Conversion Shares as of the Closing Date (as may be adjusted pursuant to Section 11(n)), the Company shall permit a representative of the Investor, approved by the Company, such approval not to be unreasonably withheld (the "Observer"), to attend all meetings of the Board and all committees of the Board, whether in person, telephonic or other, in a non-voting, observer capacity and shall provide to the Investor, concurrently with the members of the Board or such Board committee, notice of such meeting and a copy of all materials provided to such members. A majority of the disinterested members of the Board shall be entitled to recuse the Observer from portions of any Board or Board committee meeting and to redact portions of Board or Board committee materials delivered to the Observer where and to the extent that such majority determines, in good faith, that: (a) such recusal is reasonably necessary to preserve attorney-client privilege with respect to a material matter; or (b) the presence of the Observer would materially inhibit deliberations by the Board because of a reasonable concern of a conflict of interest between the Company and Investor.
Sample 1
Board and Committee Observer. (1) So long as the Investor, together with its subsidiaries of which the Investor beneficially owns, either directly or indirectly, at least fifty percent (50%) of the voting securities (each a "Majority Owned Subsidiary" and collectively, the "Majority Owned Subsidiaries"), hold the equivalent of at least twenty-five percent (25%) of the Purchased Shares and/or Warrant Stock (as defined in the Warrant), such number to be proportionately adjusted for stock splits, stock dividends and similar events, the Company will permit a representative of the Investor (the "Observer"), to attend all meetings of the Company's Board of Directors (the "Board") and all committees of the Board (whether in person, telephonic or other) in a non-voting, observer capacity and shall provide to the Investor, concurrently with the members of the Board or such Board committee, and in the same manner, notice of such meeting and a copy of
Sample 1

Related to Board and Committee Observer

  • Board Observers At any time during which there is an outstanding balance on the Tranche A Term Loan (as such capitalized term is defined in that certain Amended and Restated Credit Agreement dated October 15, 2009 (the “Credit Agreement”), among Xxxxxx Communications Company, LLC, Xxxxxx Publishing Group, LLC, the Lenders party thereto, and Tranche Manager, LLC, as Administrative Agent), Tranche Holdings, LLC, or its designee, shall be entitled to designate one (1) nonvoting observer (the “Observer”) to the Company’s Board of Directors and to all committees thereof. Such Observer shall be entitled to attend all Board meetings (which meetings shall generally be held telephonically) but will not be entitled to vote at any Board meeting. Such Observer shall be entitled to receive all consents, proposed consents or Board actions, documents, materials, information and notices (whether or not in writing) provided to the Board; provided, however, that the Company reserves the right to exclude such Observer from access to any material or meeting or portion thereof (only if the Observer is notified of such withholding) if the Board votes in good faith after advice of counsel, that such exclusion is necessary (taking into account any confidentiality agreements that such Observer has executed or is willing to execute): (a) to preserve the attorney-client privilege; (b) to prevent a breach by the Board of Directors of its fiduciary duties; or (c) to avoid the impairment of the Company’s ability to enforce its rights under this Agreement in any bona fide dispute with the Observer. Such Observer may be removed from office only by Tranche Holdings, LLC, except that the Observer may be removed for cause by the Board of Directors in the event of willful misconduct or material breach of any confidentiality agreement with the Company or its affiliates; provided such Observer shall not be removed for cause until after Tranche Holdings, LLC has been notified of the Board’s intent to remove such person for cause and is given Tranche Holdings, LLC a reasonable amount of time to appoint another person as an Observer. Upon the payment and satisfaction in full of Tranche A Term Loan, Tranche Holdings, LLC shall cease to possess the right to designate an Observer, and any Observer so designated will automatically and without further action be removed from the Board. At any time during which there is an outstanding balance on the Tranche A Term Loan (as defined in the Credit Agreement), all travel and other reasonable expenses incurred by Tranche Holdings, LLC or its designee in connection with its rights in this Section 3.1.8 shall be reimbursed by the Company.

  • Board Committees The Director hereby agrees to sit in the relevant committees of the Board and to perform all of the duties, services and responsibilities necessary thereunder.

  • Board Observer Hospital shall be entitled to have one representative of Hospital (the “Hospital Observer”) attend all regularly held and special meetings of the Board of Directors of Company (the “Board”) in a nonvoting observer capacity and to receive notice of all meetings of the Board, and Company shall give such Hospital Observer copies of all notices, minutes, consents and other material that it provides to its directors at or about the same time as delivered to such directors; provided, however, that: (a) Company reserves the right to exclude the Hospital Observer from any meeting or portion thereof of the Board or from access to any material or portion thereof if Company reasonably believes that such exclusion or withholding of information with respect thereto is reasonably necessary (i) to preserve attorney-client privilege, (ii) in the event the Board intends to discuss or vote upon any circumstances or matters where there is a material actual or material potential conflict of interest between Company and Hospital, including without limitation any discussion of the Parties’ rights and obligations under this Agreement, or (iii) to comply with the terms and conditions of confidentiality agreements with third parties; (b) the Hospital Observer shall be an Executive Director, Director, or Sr. Business Strategy & Licensing Manager from Hospital’s Office of Research Ventures & Licensing; the identity of the Hospital Observer shall be subject to the approval of Company’s Board, which approval shall not to be unreasonably withheld or delayed; and (c) the Hospital, on behalf of Hospital Observer, shall enter into a confidentiality agreement with Company in form and substance reasonably satisfactory to Company requiring the Hospital and Hospital Observer to maintain the confidentiality of Company information disclosed to the Hospital Observer. Hospital’s right under this Section 12.9 shall expire upon the earlier of (A) the closing of the initial public offering of Company’s capital stock, (B) a Change of Control or (C) if the investors in a Series B preferred stock sale (or a subsequent round ) by the Company object to the continuation of the Hospital Observer, the initial closing of such Series B preferred stock sale, provided the Parties shall agree on alternative arrangements to keep Hospital informed of the activities of the Company above the current reporting requirements.

  • Committees (i) The Board may establish committees of the Board and may delegate any of its responsibilities to such committees.

  • Advisory Committee (a) The Partnership shall have a committee (the “Advisory Committee”) consisting of Fund Investors or their representatives or designees selected by the Managing General Partner; provided that no member of the Advisory Committee shall be an Affiliate of the Managing General Partner (or a designee or representative thereof). The Managing General Partner will meet with the Advisory Committee at least semi-annually to consult on various matters concerning the Partnership, including financial statements and appraisals, the status of existing investments and such other matters as the Managing General Partner may determine or any member of the Advisory Committee may reasonably propose.

  • Audit Committee (A) The Audit Committee shall be composed of five members who shall be selected by the Board of Directors from its own members, none of whom shall be an officer of the Company, and shall hold office at the pleasure of the Board.

  • Research Committee 2.2.1 Establishment and Functions of the RC. -------------------------------------

  • Operating Committee 7.01 To coordinate the operation of their respective generating, transmission and substation facilities, in order that the advantages to be derived hereunder may be realized by the parties hereto to the fullest practicable extent, the parties shall establish a committee of authorized representatives to be known as the Operating Committee. Each of the parties shall designate in writing delivered to the other party, the person who is to act as its representative on said committee (and the person or persons who may serve as alternates whenever such representative is unable to act). Each of such representatives and alternates shall be persons familiar with the generating, transmission, and substation facilities of the system of the party he represents, and each shall be fully authorized (1) to cooperate with the other representative (or alternates) and (2) to determine and agree from time to time, in accordance with this agreement and with any other relevant agreements then in effect between the parties, upon the following:

  • Delegation; Committees The Trustees shall have the power, consistent with their continuing exclusive authority over the management of the Trust and the Trust Property, to delegate from time to time to such of their number or to officers, employees or agents of the Trust the doing of such things, including any matters set forth in this Declaration, and the execution of such instruments either in the name of the Trust or the names of the Trustees or otherwise as the Trustees may deem expedient. The Trustees may designate one or more committees which shall have all or such lesser portion of the authority of the entire Board of Trustees as the Trustees shall determine from time to time except to the extent action by the entire Board of Trustees or particular Trustees is required by the 0000 Xxx.

  • Executive Committee (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board.

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