Board Information Rights. The Administrative Agent shall be timely notified of the time and place of any regular or special meetings (regular meetings shall be held no less than once per quarter) and will be given written notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of Holdings (or its direct or indirect parent holding company) and any of its Subsidiaries at such meeting as if the Administrative Agent were a member thereof. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting). The Administrative Agent shall have the right to, and shall, receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of Holdings (or its direct or indirect parent holding company) and any of its Subsidiaries in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members other than such information subject to attorney-client or other legal privilege; provided that, the Administrative Agent shall keep such materials and information confidential in accordance with Section 12.19 of this Agreement.
Board Information Rights. (a) The Corporation shall furnish each member of the Board of Directors with:
(i) Within 90 days following the end of each fiscal year, the Corporation’s unaudited balance sheet and unaudited statements of income and cash flows for the previous fiscal year. These financial statements will be accompanied by a certification from the Corporation’s CFO to the effect that, to his or her knowledge, the financial statements, together with the notes thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the period indicated in all material respects, except as disclosed therein, and present fairly the financial condition and position of the Corporation and its subsidiaries as of the dates thereof; provided, however, that the financial statements delivered pursuant to this clause shall not be required to contain all footnotes required under generally accepted accounting principles.
(ii) Quarterly management discussion and analysis describing material activities and events in such quarter and discussing major variances from budget.
(iii) Annual budgets and forecasts for the coming three fiscal years giving annual forecasts that include balance sheets, income statements and statements of cash flow.
(iv) All material communications with other stockholders or the financial community, including press releases.
(v) All material reports prepared for the Corporation by outside consultants, lawyers and auditors.
(vi) All material communications with and from federal or state regulatory agencies or other governmental authorities of any kind, excluding any and all material communications with the U.S. Government that are deemed classified.
(vii) Notice of any material events, including any pending or threatened litigation.
(viii) Communications with and from any companies interested in acquiring the Corporation (or any material portion thereof) or forming strategic relationships.
(b) Any communication, report or notice required to be provided by the Corporation pursuant to clauses (iv) through (viii) of paragraph (a) above shall be provided promptly and in no event later than 5 business days following the occurrence of any event requiring such communication, report or notice.
Board Information Rights. The Administrative Agent shall have the right to receive all information provided to the members of the board of directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Borrower and any of its Subsidiaries in anticipation of or at a board of directors (or any similar group) meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and the Administrative Agent shall keep such materials and information disclosed at such meetings confidential in accordance with Section 12.16 of this Agreement and shall enter into a board observation agreement with the applicable entity which shall address matters related to the receipt of material non-public information; provided that, notwithstanding the foregoing, neither the Borrower nor any Subsidiary thereof shall be required to disclose, permit the making of copies of or taking abstracts of or discuss any document, information or other matter (A) that constitutes non-financial trade secrets; (B) in respect of which disclosure to the Administrative Agent or any Lender (or any of their agents or representatives) is prohibited by applicable law, (C) that is subject to attorney client or similar privilege or constitutes attorney work product, (D) in respect of which a Loan Party owes confidentiality obligations to any third party, (E) that is related to this Agreement and which could reasonably result in a conflict of interest or (F) that is related to the incurrence of Indebtedness the proceeds of which will refinance the Obligations in cash in full.
Board Information Rights. Borrower shall give ORIX copies of minutes, board books, consents and other materials resulting from or relating to any meeting of the Board of Directors, which minutes, board books, consents and materials shall be appropriately redacted to protect information that is confidential and/or sensitive, as reasonably determined by Borrower. Any information provided to ORIX shall be subject to the confidentiality agreement in Section 9.3 of this Agreement.
Board Information Rights. Provide the Administrative Agent with copies of the definitive versions (but not copies of any drafts that have not been approved and adopted by the Applicable Board) of the “decks” or similar presentation materials provided to the Applicable Board and minutes of any Applicable Board meetings within five Business Days from the time definitive materials “decks” or minutes are presented at such meeting to the members of the Applicable Board. The Applicable Board shall not be obligated to provide the Administrative Agent with any information (x) that is subject to any attorney-client privilege, (y) if the Parent determines in good faith that the delivery would reasonably result in a breach of confidentiality obligations to third parties notwithstanding the confidentiality obligations of the Administrative Agent under this Agreement or (z) that relates to the strategy, negotiating positions or similar matters relating to the relationship of the Parent and/or any of its respective Affiliates, on the one hand, with the Lenders and/or any of its respective Affiliates (in each case, in the capacity as a holder of Indebtedness pursuant to any Loans), on the other hand.
Board Information Rights. Borrower shall, concurrently with delivery to Borrower’s Board of Directors (the “Board”), deliver to the Lenders copies of all notices, minutes, consents and other material that Borrower provides to its directors, except that the Lenders may be excluded from access to any material (a) related to a refinancing of the Loans or (b) if the Board determines in good faith, upon advice of counsel, that such exclusion is reasonably necessary to preserve attorney-client privilege.”
(d) The following provision is hereby added as Section 8.17 of the Existing Term Loan Agreement:
Board Information Rights. Subject to Section 1.08, (i) promptly after sending the same to the directors of the Parent’s board of directors, all documents and information furnished to such directors, whether at or in anticipation of a meeting of such board or an action by written consent of such board and (ii) copies of the minutes, if any, of all meetings of the board of directors of the Parent, promptly after such minutes are furnished to the board; provided that the Parent shall not be required to provide any summary, documents or information solely relating to any discussion of this Facility.
Board Information Rights. The Company shall give the Founders and Special Holders (i) copies of all information and materials that are distributed to the Board in connection with each meeting of the Board at the same time or promptly following such time as given to the Board, and (ii) promptly following each meeting of the Board, copies of the minutes of such meeting.
Board Information Rights. Holdings and (if applicable) the Borrower shall (i) give the Administrative Agent notice of all meetings and activities of the Board of Directors of each of Holdings and (if applicable) the Borrower at the same time as furnished to the directors of Holdings and (if applicable) the Borrower, (ii) provide the Administrative Agent all notices, documents and information furnished to the directors of Holdings and (if applicable) the Borrower, whether at or in connection with a meeting, an action by written consent or otherwise, at the same time furnished to such directors, (iii) provide the Administrative Agent copies of the minutes of all such meetings at the time such minutes are furnished to the members of the applicable Board of Directors and (iv) furnish to the Administrative Agent, at the same time such information is delivered to the Board of Directors of Holdings, comparable figures with respect to annual financial statements delivered pursuant to Section 7.01(c) as set forth in the respective forecast delivered pursuant to Section 7.01(f). Notwithstanding any other provision of this Section 7.16, Holdings and the Borrower shall be entitled to withhold information from the Administrative Agent delivered to such Board of Directors prior to any meeting of such Board of Directors if Holdings or the Borrower, as the case may be, reasonably believes, at the recommendation of counsel, there is a reasonable likelihood that the receipt of such information by Administrative Agent would create a conflict of interest for in respect of the Term Loans or, if privileged, would reasonably be expected to effectively waive the attorney/client privilege of Holdings or the Borrower with respect thereto. Holdings and the Borrower will, promptly following request therefor, cause the Chief Executive Officer and/or the Chief Financial Officer (as determined by the Administrative Agent) of each of Holdings and the Borrower to meet (telephonically, or at the Administrative Agent’s option, in person) with representatives of the Administrative Agent to review and discuss any documents or other information delivered to the Administrative Agent pursuant to this Section 7.16.
Board Information Rights. Promptly after sending the same to the directors of the Borrower’s board of directors, all documents and information furnished to such directors, whether at or in anticipation of a meeting of such board or an action by written consent of such board and (ii) copies of the minutes, if any, of all meetings of the board of directors of the Borrower, promptly after such minutes are furnished to the board, in each case redacting any privileged information but providing the Administrative Agent and the Lenders with notice of, or context for, such redacted privileged information; provided that the Borrower shall not be required to provide any summary, documents or information substantially relating to any discussion of this Facility.
