Board Observation Rights. (a) The Borrower shall permit one (1) person representing the Lender (the “Observer”) to attend and observe (but not vote) at all meetings of the Borrower’s (or its Subsidiaries, as applicable) board of directors and any committee thereof, whether in person, by telephone or otherwise. The Borrower shall notify the Observer in writing at least five (5) Business Days in advance of (i) the date and time for each general or special meeting of its board of directors or any committee thereof and (ii) the adoption of any resolutions or actions by written consent (describing, in reasonable detail, the nature and substance of such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver to the Observer all notices and any materials delivered to the board of directors or any committees thereof in connection with a board meeting or action to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent. The Observer shall be free prior to such meeting or adoption by consent to contact the board of directors and discuss the pending actions to be taken.
(b) The Borrower (or its Subsidiaries, as applicable) shall pay the Observer’s reasonable out-of-pocket expenses (including the cost of travel, meals and lodging) in connection with the attendance of such meetings.
(c) If an issue is to be discussed or otherwise arises at any meeting of the board of directors of the Borrower or committee thereof which, in the reasonable good faith judgment of the board of directors, is not appropriate to be discussed in the presence of the Observer in order to avoid a conflict of interest on the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observer.
(d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.
Board Observation Rights. As long as the aggregate amount of the then outstanding Term Loans held by GC-Cap and/or its Affiliates is at least forty percent (40%) of the aggregate amount of the sum of (a) the Term Loan funded by GC-Cap and/or its Affiliates on the Original Closing Date plus (b) the Term Loan funded by GC-Cap and/or its Affiliates on the Restatement Effective Date, each of Parent Holdco and Borrower shall allow one non-voting representative designated by Agent to attend and participate in all meetings and other activities of the board of directors or equivalent governing body of such Person, excluding all committees and sub-committees thereof (each, a “Board Observer”); provided, that such Board Observer shall have executed a customary confidentiality agreement. Parent Holdco or Borrower, as applicable, shall (i) give Agent notice of all such meetings, at the same time as furnished to the members of such governing body, (ii) provide to the Board Observer all notices and board packages furnished to the members of such governing body, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to the members of such governing body, (iii) notify the Board Observer and permit such Board Observer to participate by telephone in, emergency meetings of such governing body, and (iv) provide the Board Observer copies of the minutes of all such meetings at the time such minutes are furnished to the members of such governing body. Notwithstanding the foregoing, Parent Holdco or Borrower shall be entitled to (x) exclude the Board Observer from any portion of any meeting or telephone call (i) consisting of an executive session, (ii) when the governing body discusses any matters relating to this Agreement, the Other Documents, the Revolving Loan Documents, or Parent Holdco’s or Borrower’s relationship with the Agent or the Lenders, or (iii) if and to the extent Parent Holdco or Borrower reasonably believes that the Board Observer’s presence at or participation in such meeting or telephone conference (or any portion thereof) may create a conflict of interest for the Board Observer or affect the attorney/client or a similar privilege of any of the Loan Parties and their legal advisors, and (y) withhold from the Board Observer information delivered to the governing body prior to any such meeting to the extent such information relates to any of the foregoing.
Board Observation Rights. (a) For so long as Enso Ventures 2 Limited (“Enso”) holds at least 1,000,000 shares of Series B-1 Preferred Stock (as adjusted to stock splits, stock dividends or any subdivision of shares), it shall have the right to designate one individual to attend each regularly scheduled, special and other meeting (including telephonic meetings) of the Board of Directors (including each committee of the Board of Directors) of the Company as a non-voting observer (the “Observer”). Without the consent of a majority of the Board of Directors, the Observer shall not be permitted to participate in any meeting beyond his or her capacity as a silent observer. The Observer shall not be entitled to the board observation rights described in this Section 5.9(a) unless and until the Observer signs a confidentiality agreement in a form reasonably acceptable to the Company and Enso, pursuant to which the Observer agrees to hold in confidence and trust all information provided or obtained at or in connection with any such meeting that he or she has a right to observe. The Company may withhold any information and exclude any such Observer from any meeting or portion thereof if access to such information or attendance at such meeting could, in the determination of Company’s counsel, adversely affect the attorney-client privilege between the Company and its counsel, or could result in disclosure of trade secrets or relates to a point of a conflict of interest, or if such individual is employed by or affiliated with any competitor of the Company.
(b) For so long as Tekla Funds holds at least 1,000,000 shares of Series C Preferred Stock (as adjusted to stock splits, stock dividends or any subdivision of shares), it shall have the right to designate one individual to attend each regularly scheduled, special and other meeting (including telephonic meetings) of the Board of Directors (including each committee of the Board of Directors) of the Company as a non-voting observer (the “Tekla Observer”). Without the consent of a majority of the Board of Directors, the Tekla Observer shall not be permitted to participate in any meeting beyond his or her capacity as a silent observer. The Tekla Observer shall not be entitled to the board observation rights described in this Section 5.9(b) unless and until the Observer signs a confidentiality agreement in a form reasonably acceptable to the Company and Tekla Funds, pursuant to which the Tekla Observer agrees to hold in confidence and trust all info...
Board Observation Rights. During any time that, and only for so long as, the Subscriber or any of its affiliates holds any debt of the Company or any of its affiliates in an aggregate principal amount of at least $50 million, the Subscriber shall have the right to appoint one nonvoting board observer (the “Observer”) with respect to the board of directors of Company or any direct or indirect parent of the Company whose board of directors makes managerial decisions for the Company and the Guarantors under the notes to be issued under the Second Lien Note Purchase Agreement (the “Board”), or to any committee thereof, such right to include the right to receive all information and materials provided to the members of the Board, in their capacity as such, or to any committee thereof, and to attend all regularly scheduled meetings of the Board, or of any committee thereof; provided that the Observer may be denied access to such meetings and/or materials and information if and to the extent (i) reasonably necessary to preserve any Board attorney- or accountant-client privilege or (ii) the agenda for such meeting or such information or materials provided to the Board would result in a breach of confidentiality or would present a conflict of interest, including, without limitation, any such meeting or information or materials that relate to the notes to be issued pursuant to the First Lien Notes Purchase Agreement, of even date herewith, or the notes to be issued pursuant to the Second Lien Note Purchase Agreement. Notwithstanding the foregoing, (i) the Observer shall receive notice promptly in advance of any meeting of a Board, or any committee thereof, that the Observer is wholly or partially excluded from, and (ii) any written materials and other information, including portions of the minutes of a meeting of a Board, or any committee thereof, that are withheld from the Observer, shall specifically and solely relate to the information that the Observer is excluded from and not any other information. The Observer shall not have any voting rights and shall not be subject to any fiduciary duties applicable to the directors of the Board. The Observer shall sign a non-disclosure agreement reasonably acceptable to the Subscriber and the Company.
Board Observation Rights. Whenever, at any time or times, dividends on the shares of Designated Preferred Stock have not been declared and paid in full within five (5) Business Days after each Dividend Payment Date for an aggregate of five (5) Dividend Periods or more, whether or not consecutive, the Issuer shall invite a representative selected by the holders of a majority of the outstanding shares of Designated Preferred Stock, voting as a single class, to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors in connection with such meetings; provided, that the holders of the Designated Preferred Stock shall not be obligated to select such a representative, nor shall such representative, if selected, be obligated to attend any meeting to which he/she is invited. The rights of the holders of the Designated Preferred Stock set forth in this Section 7(b) shall terminate when full dividends have been timely paid on the Designated Preferred Stock for at least four consecutive Dividend Periods, subject to revesting in the event of each and every subsequent default of the character above mentioned.
Board Observation Rights. For so long as the Wellington Unit Threshold is met, the Wellington Members may designate one observer (the “Wellington Observer”) to attend in a nonvoting observer capacity all meetings of the Board, any committee of the Board and any board of directors or board of managers (and any committees thereof) of any Material Subsidiary, and, in this respect, the Company shall provide the Wellington Observer copies of all notices, minutes, consents, and other material that it provides to the members of the Board, any committee of the Board and any board of directors or board of managers (and any committees thereof) of any Material Subsidiary at the same time such material is provided to such members; provided, however, that the Company reserves the right to exclude the Wellington Observer from access to any material or meeting or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege. To the extent the information and other material furnished to the Wellington Observer pursuant to this Section 9.4 constitutes or contains Confidential Information, the Wellington Members covenant that they will use due care to prevent its officers, directors, partners, employees, trustees, counsel, accountants and other representatives from disclosing such Confidential Information to Persons other than their respective authorized employees, counsel, accountants, stockholders, beneficiaries, partners, limited partners and other authorized representatives and any other person permitted under Section 8.1(a); provided, however, that the Wellington Members may disclose or deliver any information should they be advised by counsel that such disclosure or delivery is required by law, regulation or judicial or administrative order or should the Company consent in writing to such disclosure or delivery. “Due care” means the same level of care that a Wellington Member would use to protect the confidentiality of sensitive or proprietary information regarding its other investments that are subject to similar confidentiality agreements. Any material to be provided to the Wellington Observer shall be sent solely to the address and department listed next to the signatures of the Wellington Purchasers, and such material shall not be sent to any other Person on behalf of the Wellington Observer without the prior written consent of a member of such department. If any of such material contains material, non-p...
Board Observation Rights. Whenever, at any time or times, interest on the Senior Securities has not been paid in full within five (5) business days after each Interest Payment Date for an aggregate of five (5) Interest Periods or more, whether or not consecutive, the Company shall invite a representative selected by the holders of a majority of the outstanding Senior Securities, voting as a single class, to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors in connection with such meetings; provided, that the holders of the Senior Securities shall not be obligated to select such a representative, nor shall such representative, if selected, be obligated to attend any meeting to which he/she is invited. The rights of the holders of the Senior Securities set forth in this Section 5.12(d) shall terminate when full dividends have been timely paid on the Senior Securities for at least four consecutive Interest Periods, subject to revesting in the event of each and every subsequent default of the character above mentioned.
Board Observation Rights. Quantum shall permit one authorized representative of the Lenders to attend and participate (in the capacity of a non-voting observer) in all meetings of its Board of Directors (the “Quantum Board”), whether in person, by telephone, or otherwise. Quantum shall provide such representative the same notice of all such meetings and copies of all such meeting materials distributed to members of the Quantum Board concurrently with provision of such notice and materials to the Quantum Board; provided, however, that such representative (i) shall hold all information and materials disclosed or delivered to such representative in confidence in accordance with but subject to the provisions of Section 16.15 and (ii) may be excluded from access to any material or meeting or portion thereof if (A) the Quantum Board determines in good faith, with advice from legal counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or if such representative’s access or attendance could materially and adversely affect the Quantum Board’s fiduciary duties or (B) such material relates to, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans or an executive session of the Quantum Board. The Loan Parties shall pay such representative’s reasonable and documented out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) in connection with such representative’s attendance at such meetings to the extent consistent with Quantum’s policies of reimbursing directors generally for such expenses. If it is proposed that any action be taken by written consent in lieu of a meeting of the Quantum Board, Quantum shall provide such representative a copy of the written consent at the time such written consent is distributed to members of the Quantum Board. The representative shall be free to contact the members of the Quantum Board and discuss the proposed written consent.
Board Observation Rights. Fourth Third shall have the right to appoint a single observer to the board of directors or similar governing body of each Loan Party (the “Board of Directors”), who shall be entitled to attend (or at the option of such observer, monitor by telephone) all meetings of such Board of Directors and each committee of such Board of Directors, but shall not be entitled to vote, or to influence any vote, and who shall receive all reports, meeting materials, notices, written consents, and other materials as and when provided to the members of such Board of Directors. The Loan Parties shall reimburse Fourth Third for the reasonable travel expenses incurred by any such observer appointed by Fourth Third in connection with attendance at or participation in meetings of such Loan Party’s Board of Directors to the extent consistent with such Loan Party’s policies of reimbursing directors generally for such expenses.
Board Observation Rights. If a Holder (other than the Additional Purchaser or its transferees) (a) possesses the right to designate for nomination to the Board its nominee pursuant to Section 2.1(a), or (b) no longer possesses a right to designate for nomination to the Board its nominee pursuant to Section 2.1(a) because such Holders and its Affiliates hold less than an aggregate of 200,000 shares of Series A Preferred Stock (as adjusted for stock splits, stock combinations and the like), but such Holder and its Affiliates hold at least an aggregate of 2,000,000 shares of the Common Stock (calculated assuming the exercise of all rights, options, warrants to purchase Common Stock or securities convertible or exchangeable for shares of Common Stock, and the exchange or conversion of all securities convertible or exchangeable for Common Stock), then such Holders shall be entitled to designate one individual to serve as a Board Observer. While the Additional Purchaser holds 100,000 or more shares of Series A Preferred Stock (as adjusted for stock splits, stock combinations and the like), then the Additional Purchaser shall be entitled to designate one individual to serve as a Board Observer. Any such Board Observer designated pursuant to this Section will be invited to attend all meetings of the Board and any Board committees as an observer and to receive copies of all materials and communications provided to the Board and Board committees when so distributed. The Board Observers will not be excluded from any portion of Board meetings, Board committee meetings or Board discussions except for those portions (x) in which the Company's counsel communicates with the Board on matters where Board Observer's attendance would result in loss of the attorney-client privilege for the Company and (y) in which, in the good faith judgment of counsel to the Company, participation of the Board Observers is not appropriate under applicable law.
(d) Section 2.8 shall be amended and restated in its entirety as follows:
