Board Observation Right. As long as holds any Stockholder Shares or any of the senior subordinated promissory notes issued by the Company to on the date hereof, the Company shall give written notice of each meeting of the Company’s board of directors (including, without limitation, the four regularly scheduled quarterly meetings among members of the Board and the management of the Company) (the “Board”) at least two business days prior to the date of each such meeting, and the Company shall permit one representative of to attend (in person or by telephone) all meetings of the Board as an observer. Such representative of shall be entitled to receive all written materials and other information given to directors in connection with such meetings at the same time such materials and information are given to directors, including without limitation all annual, quarterly and other Company financial information and reports. The Company shall pay the reasonable travel and other out-of-pocket expenses incurred by in connection with attending the meetings of the Board. As long as holds any Stockholder Shares or any of the senior subordinated promissory notes issued by the Company to on the date hereof, the Company shall permit and any authorized representative of to visit and inspect any of the properties of the Company and its Subsidiaries, to examine their respective books of account and to discuss their business, affairs, finances and accounts with their respective officers; provided that any such visit and inspection by shall be upon one week prior notice to the Company, shall be that the expense of and shall not occur more than once per calendar quarter.
Board Observation Right. Subject to earlier termination as provided herein, as long as Elan holds not less than 2,200,000 shares of Acorda’s outstanding common stock on a fully-diluted basis (subject to stock splits, combinations, reclassifications and other similar events), Elan shall have the right to have an observer (the “Elan Observer”) present at two meetings each year of Acorda’s board of directors, the determination of which meetings to be at Acorda’s sole discretion. The Elan Observer may be excused from any meeting or discussion by the Board of Directors to the extent that the Board may deem it to be inappropriate, in the judgment of the Board, for the Elan Observer to be present during any such meeting or discussion. The out-of-pocket expenses of the Elan Observer with respect to attending such meetings will be reimbursed by Acorda to the same extent that Acorda reimburses such expenses of its Directors. Elan may transfer its right to the Elan Observer to any third party to which it sells, transfers or assigns not less than 2,200,000 shares of Acorda’s outstanding common stock on a fully-diluted basis (subject to stock splits, combinations, reclassifications and other similar events). The observer right provided for herein shall terminate upon the earlier to occur of (i) the closing of an initial public offering of Acorda’s securities or (ii) the date upon which Elan or its transferee ceases to own five percent (5%) or more of Acorda’s outstanding common stock on a fully-diluted basis.
Board Observation Right. The Parent will permit the Noteholder Representative or its designee (the “NR Observer”) to attend all meetings of the Company’s Board of Directors in a non-voting observer capacity subject to the agreement by the Noteholder Representative or designee, as applicable: (i) to hold in strict confidence and to act in a fiduciary manner with respect to all information and materials that he or she may receive or be given access to in connection with meetings of the Parent’s Board of Directors (“Confidential Information”), (ii) not to disclose such Confidential Information to any third parties, and (iii) to exercise due care in protecting the confidentiality of any Confidential Information. The NR Observer may be excluded from certain confidential “closed sessions” or “executive sessions” of the Board or any portions of a Board meeting if, in the reasonable judgment of the Board or of the Parent’s Chief Executive Officer, there is a competitive conflict of interest with respect to the issue to be discussed, the matters to be discussed are highly sensitive or if the NR Observer’s presence would adversely affect the Parent whether by way of adversely affecting the attorney-client privilege between the Parent and its counsel or otherwise. The Company’s Board of Director’s may meet and communicate informally by telephone or other electronic means from time to time to discuss pending matters without the presence or notice to the NR Observer, provided that the Board does not take or contemplate taking any formal action at such an informal meeting. If the Company’s Board of Directors meets on short notice in person or telephonically and the NR observer is not able to attend for any reason, then the Board may proceed with such meeting without the presence of the NR Observer so long as the NR Observer is updated accordingly promptly thereafter.
Board Observation Right. During the course of this Agreement, you shall be entitled to (i) receive notice of any regular or special meeting of the Board of Directors (or of the adoption or proposed adoption of any resolution of the Board of Directors by written consent) at the time such notice (or such proposed written consent) is provided to the members of the Board (the “Directors”), (ii) receive copies of any materials delivered to the non-employee Directors concurrently with their delivery to the non-employee Directors and (iii) attend and participate (but not vote) in all meetings of the Board and any committees thereof; provided, however, that (x) you shall not be entitled to receive those materials or to attend those meetings of the Board and of the Audit Committee, the Compensation Committee and the Nominating Committee of the Board (each, an “Independent Committee”) where your participation would conflict with applicable laws and the rules of the Nasdaq Global Market or any other primary stock exchange or market on which the Common Stock is then traded or quoted (the “Trading Market”), in each case as reasonably determined in good faith by the Board or by such Independent Committee as applicable.
Board Observation Right. During the term of this Note, Xxxxx will be entitled to (i) receive notice of any regular or special meeting of the member or board of directors (or equivalent governing body) (the “Board”) of the Maker (or of the adoption or proposed adoption of any resolution of the Board by written consent) at the time such notice (or such proposed written consent) is provided to the members of the Board (the “Directors”), (ii) receive copies of any materials delivered to the sole member of the Maker or the Directors concurrently with their delivery to the sole member or the Directors and (iii) attend and participate (but not vote) in all meetings of the Board and any committees thereof.
Board Observation Right. For so long as stockholders of FROG collectively hold shares of Series B Preferred Stock in an amount at least equal to 25% of the aggregate number shares of Series B Preferred Stock issued to the stockholders of FROG on the Closing Date (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares), the Company shall permit a representative of FROG, who initially shall be Xx. Xxxx X. Wells, to attend each meeting of the Board of Directors in a non-voting, observer capacity. The Company will send such representative the notice of the time and place of any such meeting in the same manner and at the same time as notice is sent to the directors. The Company shall also provide to such representative copies of all notices, reports, minutes, consents and other documents at the time and in the manner as they are provided to the directors. The Company shall reimburse such representative for all reasonable costs incurred by such representative in connection with traveling to and from and attending meetings of the Board of Directors.
Board Observation Right. Immediately following the Effective Date, Veritone LOC I, LLC may appoint one individual as an observer with the right to attend regular meetings of the Board of Directors of the Company, provided that such observer’s right to attend board meetings shall terminate immediately upon the earlier of (i) repayment in full of all outstanding principal and accrued interest under the Secured Promissory Notes, (ii) automatic conversion of the Secured Promissory Notes upon the consummation of the first Public Offering pursuant to Section 6(a) of the Secured Promissory Notes or (iii) the completion of the Company’s initial Public Offering (as that term is defined in the Company’s Certificate of Incorporation).
Board Observation Right. The Company agrees that the Carlyle Stockholders shall be permitted to send two (2) representatives (the “Representatives”) to attend, as nonvoting observers, all meetings of the Company’s Board of Directors or committees thereof and, in this respect, the Company shall provide the Representatives copies of all notices, minutes, consents and other materials that it provides to its directors; provided, however, that the Company reserves the right to exclude the Representatives from access to any material or meeting or portion thereof if the Company in good faith believes upon the advice of counsel that such exclusion is reasonably necessary to (i) preserve the attorney-client privilege or (ii) comply with the listing standards of Nasdaq or any other securities exchange on which any of the Company’s securities are then listed or traded and any applicable Law, including without limitation the need to hold periodic executive sessions of the Company’s Board of Directors. The Majority Carlyle Stockholders may waive the rights contemplated by this Section 2.2 by giving written notice of such waiver to the Company’s Board of Directors. Unless waived in accordance with the previous sentence, the rights pursuant to this Section 2.2 shall continue so long as the Carlyle Stockholders Beneficially Own Voting Securities constituting in the aggregate at least five percent (5%) of the outstanding Voting Securities of the Company (assuming conversion of all outstanding shares of Convertible Preferred Stock). The rights provided to the Carlyle Stockholders pursuant to this Section 2.2 may be assigned by the Carlyle Stockholders to any one or more of the Carlyle Stockholders.
Board Observation Right. For a period of three (3) years from the Closing Date, Sxxxxx will be entitled to (i) receive notice of any regular or special meeting of Board of Directors at the time such notice is provided to the members of the Board of Directors, (ii) receive copies of any materials delivered to the Company’s directors in connection with such meetings and (iii) allow one representative of Seneca (who shall be an officer or employee of Seneca) to attend and participate (but not vote) in all such meetings of the Board of Directors. Any such representative shall be required, as a condition of his or her participation in any such meeting, to have executed a customary confidentiality and market standoff agreement in favor of the Company. Sxxxxx is expressly acknowledged as a third-party beneficiary of this Section 4.2.
Board Observation Right. (a) Beginning on the Closing Date and ending on the date that the W Purchaser and its Affiliates (collectively, the “W Purchaser Group Members”) no longer own at least 50% of the Series A Preferred Stock issued to the W Purchaser Group Members on the Closing Date (the “Board Rights Termination Date” and such period from the Closing Date to the Board Rights Termination Date, the “Observation Period”), the Company hereby grants the W Purchaser the option and right, exercisable at any time during the Observation Period by delivering a written notice of such appointment to the Company (the “Observer Notice”), to nominate a single representative (the “Board Observer”), to attend all meetings (including, without limitation, telephonic meetings) of the full Board during the Observation Period in a non-voting, observer capacity. The initial nominee shall be Xxxx Xxxxx. The W Purchaser’s selection of the individual to serve as the initial Board Observer, or any subsequent Board Observer, is subject (i) to the approval by the Board (such approval not to be unreasonably withheld, conditioned or delayed); provided, that if the Board does not approve the appointment of an individual nominated by the W Purchaser by rejecting such individual or failing to act within 30 days, then the W Purchaser may nominate two additional individuals who are investment professionals employed by Warburg Pincus LLC or one of its Affiliates and the Board shall appoint one such individual to serve as a Board Observer within 30 days following such nomination (and, if the Board fails to do so, W Purchaser may select one of the two individuals), and (ii) to the execution and delivery by such individual of a confidentiality agreement in the form attached hereto as Annex B (the “Observer Confidentiality Agreement”).
