Board Observation Rights Sample Clauses

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. Until such time that the HPS Lenders, collectively, have assigned more than 50% of the aggregate outstanding principal amount of the Term Loans held by the HPS Lenders, collectively, as of the Second Amendment Effective Date to Lenders that are not HPS Lenders, the Loan Parties and the Parent Loan Guarantors shall allow one representative designated, from time to time, by HPS to attend and participate solely as a non-voting observer in all meetings of the board of directors (or other similar body) (the “Board of Directors”) of each of Parent, Holdings and the Borrower (each such meeting, a “Board Meeting”; and such representative, a “Board Observer”); provided that any Board Observer shall (i) unless such representative is a director, manager, officer or employee of HPS, be subject to the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) and (ii) not be entitled to vote on, consent to or otherwise approve any activity or policy taken or adopted by the board of directors or any committee thereof. The Borrower shall, and shall cause Parent and Holdings, to (A) give the Board Observer notice of all Board Meetings at the same time and in the same manner as such notice is furnished to the members of the Board of Directors, (B) provide to the Board Observer all notices, documents and information (including proposed written consents) furnished to the members of the Board of Directors of at the same time and in the same manner furnished to such members, (C) permit the Board Observer to participate by telephone in each Board Meeting, (D) provide the Board Observer copies of the minutes of all Board Meetings at the time such minutes are furnished to the members of the Board of Directors, (E) cause regularly-scheduled Board Meetings to be held at least once per calendar quarter and (F) provide the Board Observer with copies of all written consents duly passed by the board of directors (or other similar body) or, to the extent the same are shared with other directors not on such committee (or other similar body), any committee of the board of directors (or other similar body) of Parent, Holdings or the Borrower. Xxxxxxxx shall reimburse the Board Observer for all reasonable and documented out-of-pocket expenses incurred in connection with the Board Observer’s attendance at the Board Meetings. The Borrower shall indemnify the Board Observer to the same extent provided by Parent, Holdings or the Borrower to its directors. Not...

Board Observation Rights. For so long as the Xxxxx Indemnified Parties own together at least 200 million shares of VIASPACE Common Stock, VIASPACE hereby grants to Xxxxx the right to appoint two individuals to serve as non-voting observers (each, a “Non-Voting Observer”) to the VIASPACE Board and any committee thereof. In the event of a vacancy caused by the resignation or other cessation of service of any Non-Voting Observer, Xxxxx shall have the right to appoint a new Non-Voting Observer in substitution thereof. Any Non-Voting Observer shall be permitted to attend meetings of each of the VIASPACE Board and each such committee in person or telephonically, at the option of the Non-Voting Observer. Each Non-Voting Observer shall be entitled to be present at all meetings of the VIASPACE Board and each committee thereof and such observer shall be notified of any meeting of the VIASPACE Board or committee, including such meeting’s time and place, in the same manner as Directors, and shall have the same access to information (including any copies of all materials disseminated to the Directors or members of the committees thereof), including, without limitation, with respect to the business and operations of VIASPACE, and at the same time as the Directors, and shall be entitled to participate in discussions and consult with, and make proposals and furnish advice to, the Directors or committee without voting. The VIASPACE Board hold at least one meeting (each a “Quarterly Meeting”) on a date during each fiscal quarter. Within a reasonable time after each Quarterly Meeting, VIASPACE shall cause minutes of such Quarterly Meeting to be delivered to the Directors and each Non-Voting Observer. VIASPACE will notify each Non-Voting Observer of each meeting of the VIASPACE Board reasonably in advance of, and in any event, at least ten (10) business days prior to, any such meeting, unless such meeting is convened to address an emergency matter requiring immediate attention of the VIASPACE Board, in which case the notice of such meeting may be given within the time period provided for such notices in the governing Organizational Documents (but in no event less than 48 hours prior to such meeting). The Non-Voting Observer will agree to comply with VIASPACE’s confidentiality and xxxxxxx xxxxxxx policy applicable to all directors. Notwithstanding the foregoing, the Non-Voting Observer will be excluded from meetings, and the right of the Non-Voting Observer to receive materials will be restricted, (x) ...

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. The Administrative Agent may in its discretion from time to time designate a representative of the Lenders (the “Board Observer”) to act as its non-voting representative to attend meetings of the board of managers or Board of Directors (or other similar managing body) of any Loan Party. Each Loan Party will (i) give advance notice to the Board Observer of all meetings of the managing body of such Loan Party and all proposals to such body for action without a board meeting, in accordance with the bylaws of such Loan Party, (ii) allow such representative to attend all such meetings, in accordance with the bylaws of such Loan Party, and (iii) subject to the provisions of Section 10.17, and the withholding of any materials based on a conflict of interest that the managing body of such Loan Party believes in good faith exists between such Loan Party and the Administrative Agent with respect to matters addressed by the materials in question, provide the Board Observer with copies of all written materials distributed to such directors or managers (or similar body) in connection with such meetings or proposals for action without a meeting, including, upon request of such Board Observer, all minutes of previous actions and proceedings, provided that, such Board Observer shall not be entitled to participate in any portion of discussions or receive any portion materials directly relating to a refinancing of this Agreement or that relate to any legally privileged material. In the event the Administrative Agent fails to designate a non-voting representative to attend meetings pursuant to this Section 5.14, each Loan Party will send materials that would otherwise be provided under this Section 5.14 to the Administrative Agent in compliance with Section 10.1. The Board Observer may be excluded from any portion of any meeting and the Board Observer or the Administrative Agent, if no Board Observer has been designated, may be denied access to any portion of any board materials if and to the extent (a) access to such information or attendance at such meeting or portion thereof would adversely affect any attorney- client privilege, (b) access to such information or attendance at such meeting or portion thereof could reasonably be expected to result in disclosure of trade secrets, (c) the Administrative Agent, the Loan Documents or other material debt financing arrangements are the subject matter under discussion, or (d) if prohibited by Governmental Requirement, in each case...

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. 1.3.1. For so long as any shares of Series E Preferred originally issued under the Series E Stock Purchase Agreement to Covidien Group S.a.r.l. (“Covidien”) remain outstanding (appropriately adjusted to reflect stock splits, stock dividends, reorganizations and capitalization changes effected after the date hereof) and subject to the provisions of SECTION 1.1.6, the Company shall invite a representative (the “Covidien Representative”) of Covidien, who shall initially be Xxxxx Xxxxxxxxxxx, to attend all meetings of the Board (and any committees thereof) in a non-voting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials and information that it provides to its directors (and committee members) at the same time and in the same manner as provided to such directors. 1.3.2. For so long as Split Rock is entitled to designate a member of the Board, Split Rock shall be entitled to have an additional representative (the “Split Rock Representative”) attend all meetings of the Board (and any committees thereof) in a non-voting observer capacity and, in this respect, the Company shall give such representative copies of all notices, minutes, consents and other materials and information that it provides to its directors (and committee members) at the same time and in the same manner as provided to such directors. If at any point Split Rock is no longer entitled to designate a member of the Board, Split Rock’s right to have a representative in a non-voting observer capacity shall be governed by the Management Rights Letter, dated as of November 12, 2009. 1.3.3. For so long as Life Sciences is entitled to designate a member of the Board, Life Sciences shall be entitled to have an additional representative (the “Life Sciences Representative”) attend all meetings of the Board (and any committees thereof) in a non-voting observer capacity and, in this respect, the Company shall give such representative copies of all notices, minutes, consents and other materials and information that it provides to its directors (and committee members) at the same time and in the same manner as provided to such directors. If at any point Life Sciences is no longer entitled to designate a member of the Board, Life Sciences’ right to have a representative in a non-voting observer capacity shall be governed by the Management Rights Letter, dated as of May 27, 2008. 1.3.4. For so long as Essex is entitled to designate ...