Board Observation Rights Clause Samples
The Board Observation Rights clause grants certain individuals, typically investors or key stakeholders, the right to attend and observe meetings of a company's board of directors without being formal board members. In practice, this means the observer can listen to discussions, receive board materials, and stay informed about board activities, but does not have voting rights or formal decision-making authority. This clause ensures transparency and keeps important parties informed about the company's governance, helping to build trust and facilitate communication while protecting the board's ability to make decisions.
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Board Observation Rights. Agents shall have the right to, from time to time, designate (e-mail designation to the Borrower Representative being sufficient for the following purposes) one (1) representative for both Agents to: (a) receive prior written notice of all meetings (both regular and special) of the board of directors (or equivalent governing body) of each Credit Party and each committee thereof (such notice to be given in the same manner and at the same time as notice is given to the members of such body and/or committee); (b) be entitled to attend (or, at the option of such representative, monitor by telephone) all such meetings; and (c) receive all notices, information and reports which are furnished or made available to the members of such body and/or committee at the same time and in the same manner as the same is furnished or made available to such members, except that these observers may be excluded from access to any meeting or portion thereof (as well as the distribution of materials and minutes related thereto) if the applicable Credit Party determines in good faith upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege or if matters of conflict of interest to the Agents or any Lender are being discussed. If any action is proposed to be taken by such board of directors (or equivalent governing body) and/or committee by written consent in lieu of a meeting, the Borrower Representative will provide the Administrative Agent (and the Administrative Agent agrees to provide to the Collateral Agent) with prior written notice thereof (such notice to be given in the same manner and at the same time as notice is given to the members of such body and/or committee) and, upon either Agent’s request, furnish or cause to be furnished to such representative a copy of each such written consent promptly after it has become effective, unless the applicable Credit Party determines in good faith that such provision is reasonably likely to affect the attorney-client privilege upon advice of counsel or that such matter involves a conflict of interest with any Agent or Lender. Such representative shall not constitute a member of such body and/or committee and shall not be entitled to vote on any matters presented at meetings of such body and/or committee or to consent to any matter as to which the consent of any such body and/or committee shall have been requested. The Credit Parties will pay (or reimburse) upon request by any such re...
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. From and after the Restatement Date, Holdings shall permit one authorized representative designated by the Requisite Lenders and notified in writing to Holdings (each, a “PLBY Board Observer”) to attend and participate (in the capacity of a non-voting observer) in all meetings of Holdings’ Board of Directors (the “PLBY Board”), whether in person, by telephone, or otherwise. Holdings shall provide such PLBY Board Observers the same notice of all such meetings and copies of all such meeting materials distributed to members of the PLBY Board concurrently with provision of such notice and materials to the PLBY Board; provided, however, that each such PLBY Board Observer (i) prior to attendance and participation at meetings of the PLBY Board, shall be subject to customary background checks, execution of a customary non-disclosure agreement, and execution of any other documentation reasonably required by the Borrower, (ii) shall hold all information and materials disclosed or delivered to such PLBY Board Observer in confidence in accordance with but subject to the provisions of Section 10.17 and (iii) may be excluded from access to any material (or such materials may be redacted) or meeting or portion thereof (A) if the PLBY 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 PLBY Board Observer’s access or attendance could materially and adversely affect the PLBY Board’s fiduciary duties, (B) if 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 the Credit Documents, or (C) during any executive session of the PLBY Board. The Credit Parties shall reimburse the PLBY Board Observer for all reasonable and documented out-of-pocket costs and expenses incurred in connection with its participation in any meeting of the PLBY Board. If it is proposed that any action be taken by written consent in lieu of a meeting of the PLBY Board, Holdings shall provide such PLBY Board Observers a copy of the written consent at the time such written consent is distributed to members of the PLBY Board. The PLBY Board Observers shall be free to contact the members of the PLBY Board and discuss the proposed written consent.
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. To the extent the Combination Closing Date has occurred, Required Purchasers shall be entitled to designate one observer (the “Board Observer”) to attend any regular meeting (a “BOD Meeting”) of the Board of Directors of the Acquiror (or, in each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the Acquiror at any such meetings. The Board Observer shall be timely notified of the time and place of any BOD Meetings and will be given written notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Acquiror as if the Board Observer 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 Board Observer 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 Acquiror 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, and the Board Observer shall keep such materials and information confidential in accordance with Section 12.07. The Issuer shall reimburse the Board Observer for all reasonable out-of-pocket costs and expenses incurred in connection with its participation in any such BOD Meeting. Notwithstanding the foregoing, the Issuer may exclude Board Observer from access to any material or meeting or portion thereof if: (i) the Board of Directors concludes in good faith, upon advice of the Acquiror’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Acquiror or any of its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board or Directors, independent auditors and/or legal counsel, as the Board of Directors may designate and such limitation is reasonably necessary with respect to the applicable matters, or (iii) such exclusion is necessary to avoid a conflict of interest between the Acquiror on the one hand and ...
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. (a) For so long as Shepherd is a Major Investor, the Company shall allow one representative designated by Shepherd (the “Shepherd Representative”) to attend all meetings of the Board and committees thereof in a nonvoting capacity, and in connection therewith, the Company shall deliver to the Shepherd Representative, concurrently with the delivery to the directors, copies of all notices, minutes, consents and other materials, financial or otherwise, which the Company provides to the Board or members of any committees thereof (the “Materials”); provided, however, that the Company reserves the right to exclude the Shepherd Representative from access to any Materials or meeting or portion thereof if the Board determines in good faith upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege. The decision of the Board with respect to the privileged nature of such information shall be final and binding.
(b) For so long as Essex Woodlands Health Ventures Fund VIII, L.P. (together with its affiliates, including its Affiliated Entities, in the aggregate) (“Essex”) is a Major Investor, at any time there is no individual designated by Essex serving on the Board, the Company shall allow one representative designated by Essex (the “Essex Representative”) to attend all meetings of the Board and committees thereof in a nonvoting capacity, and in connection therewith, the Company shall deliver the Materials to the Essex Representative, concurrently with the delivery to the directors; provided, however, that the Company reserves the right to exclude the Essex Representative from access to any Materials or meeting or portion thereof if the Board determines in good faith upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege. The decision of the Board with respect to the privileged nature of such information shall be final and binding.
(c) For so long as Essex Capital Corporation (collectively with its designees, “Essex Capital”) is a Major Investor, at any time there is no individual designated by Essex Capital serving on the Board, the Company shall allow one representative designated by Essex Capital (the “Essex Capital Representative”) to attend all meetings of the Board and committees thereof in a nonvoting capacity, and in connection therewith, the Company shall deliver the Materials to the Essex Capital Representative, concurrently with the delivery to the director...
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.