Common use of Board Observation Rights Clause in Contracts

Board Observation Rights. Until such time as all Obligations (as defined in the Master Security Agreement) have been indefeasibly paid in full, the Purchasers will be entitled to the following board observation rights (“Board Observation Rights”): the Company shall permit one representative of the Purchasers to attend all meetings of the board of directors of the Company (the “Board of Directors”) in a non-voting observer capacity, which observation right shall include the ability to observe discussions of the Board of Directors, and shall provide such representative with copies of all notices, minutes, written consents, and other materials that it provides to members of the Board of Directors, at the time it provides them to such members. The observation right may be exercised in person or via telephone or videophone participation. Each Purchaser agrees, on behalf of itself and any representative exercising the observation rights set forth herein, that so long as it shall exercise its observation right (i) it shall hold in strict confidence pursuant to a confidentiality and non-disclosure agreement (in form and substance satisfactory to each Purchaser) all information and materials that it may receive or be given access to in connection with meetings of the Board of Directors and to act in a fiduciary manner with respect to all information so provided (provided that this shall not limit its ability to discuss such matters with its officers, directors or legal counsel, as necessary), and (ii) the Board of Directors may withhold from it certain information or material furnished or made available to the Board of Directors or exclude it from certain confidential “closed sessions” of the Board of Directors if the furnishing or availability of such information or material or its presence at such “closed sessions” would jeopardize such Company’s attorney-client privilege or if the Board of Directors otherwise reasonably so requires. The Board Observation Rights set forth in this Section shall automatically terminate and be of no further force or effect upon the indefeasible payment in full of all Obligations (as defined in the Master Security Agreement).

Board Observation Rights. Until such time as all Obligations (as defined in the Master Security Agreement) have been indefeasibly paid in full, the Purchasers will be entitled to the following board observation rights (“Board Observation Rights”): the Company shall shall, upon the request of the Agent, permit one representative of the Purchasers to attend all meetings of the board of directors of the Company (the “Board of Directors”) in a non-voting observer capacity, which observation right shall include the ability to observe discussions of the Board of Directors, and shall provide such representative with copies of all notices, minutes, written consents, and other materials that it provides to members of the Board of Directors, at the time it provides them to such members. The observation right may be exercised in person or via telephone or videophone participation. Each Purchaser agrees, on behalf of itself and any representative exercising the observation rights set forth herein, that so long as it shall exercise its observation right (i) it shall hold in strict confidence pursuant to a confidentiality and non-disclosure agreement (in form and substance satisfactory to each Purchaser) all information and materials that it may receive or be given access to in connection with meetings of the Board of Directors and to act in a fiduciary manner with respect to all information so provided (provided that this shall not limit its ability to discuss such matters with its officers, directors or legal counsel, as necessary), and (ii) the Board of Directors may withhold from it certain information or material furnished or made available to the Board of Directors or exclude it from certain confidential “closed sessions” of the Board of Directors if the furnishing or availability of such information or material or its presence at such “closed sessions” would jeopardize such Company’s attorney-client privilege or if the Board of Directors otherwise reasonably so requires. The Board Observation Rights set forth in this Section shall automatically terminate and be of no further force or effect upon the indefeasible indefeasibly payment in full of all Obligations (as defined in the Master Security Agreement).

Board Observation Rights. Until such time as all Obligations (as defined in the Master Security Agreement) have been indefeasibly paid in full, the Purchasers will be entitled to the following board observation rights (“Board Observation Rights”): the Company shall shall, upon the request of the Agent, permit one representative of the Purchasers to attend all meetings of the board of directors of the Company (the “Board of Directors”) in a non-voting observer capacity, which observation right shall include the ability to observe discussions of the Board of Directors, and shall provide such representative with copies of all notices, minutes, written consents, and other materials that it provides to members of the Board of Directors, at the time it provides them to such members. The observation right may be exercised in person or via telephone or videophone participation. Each Purchaser agrees, on behalf of itself and any representative exercising the observation rights set forth herein, that so long as it shall exercise its observation right (i) it shall hold in strict confidence pursuant to a confidentiality and non-non- disclosure agreement (in form and substance satisfactory to each Purchaser) all information and materials that it may receive or be given access to in connection with meetings of the Board of Directors and to act in a fiduciary manner with respect to all information so provided (provided that this shall not limit its ability to discuss such matters with its officers, directors or legal counsel, as necessary), and (ii) the Board of Directors may withhold from it certain information or material furnished or made available to the Board of Directors or exclude it from certain confidential “closed sessions” of the Board of Directors if the furnishing or availability of such information or material or its presence at such “closed sessions” would jeopardize such Company’s attorney-client privilege or if the Board of Directors otherwise reasonably so requires. The Board Observation Rights set forth in this Section shall automatically terminate and be of no further force or effect upon the indefeasible indefeasibly payment in full of all Obligations (as defined in the Master Security Agreement).

Board Observation Rights. Until such time as all Obligations (as defined in the Master each Security AgreementDocument) for indebtedness have been indefeasibly paid in full, the Purchasers Creditor Parties will be entitled to the following board observation rights (“Board Observation Rights”): the Company ICF shall permit one representative on behalf of the Purchasers Creditor Parties to attend all meetings of the board of directors of the Company ICF (the “Board of Directors”) in a non-voting observer capacity, which observation right shall include the ability to observe discussions of the Board of Directors, and shall provide such representative with copies of all notices, minutes, written consents, and other materials that it provides to members of the Board of Directors, at the time it provides them to such members. The observation right may be exercised in person or via telephone or videophone participation. Each Purchaser Creditor Party agrees, on behalf of itself and any representative exercising the observation rights set forth herein, that so long as it shall exercise its observation right (ia) it shall hold in strict confidence pursuant to a confidentiality and non-disclosure agreement (in form and substance satisfactory to each Purchasersuch Creditor Party) all information and materials that it may receive or be given access to in connection with meetings of the Board of Directors and to act in a fiduciary manner with respect to all information so provided (provided that this shall not limit its ability to discuss such matters with its officers, directors or legal counsel, as necessary), and (iib) the Board of Directors may withhold from it certain information or material furnished or made available to the Board of Directors or exclude it from certain confidential “closed sessions” of the Board of Directors if the furnishing or availability of such information or material or its presence at such “closed sessions” would jeopardize such CompanyICF’s attorney-client privilege or if the Board of Directors otherwise reasonably so requires. The Board Observation Rights set forth in this Section 6.31 shall automatically terminate and be of no further force or effect upon the indefeasible indefeasibly payment in full of all Obligations (as defined in the Master each Security Agreement)Document) for indebtedness.

Board Observation Rights. Until such time as all Obligations Unless York Street Mezzanine Partners, L.P. and its “Affiliates” (as defined in the Master Security Stockholders Agreement), including York Street Mezzanine Partners II, L.P., shall have exercised their right to appoint an observer to the Board of Directors of the Company pursuant to Section 2.5(e) have been indefeasibly paid in fullof the Stockholders Agreement, the York Street Purchasers will shall have the right by written notice delivered to the Company to appoint one (1) observer who shall be entitled (i) to receive contemporaneously the following board observation rights same notice and other materials in respect of all meetings (“both regular and special) (or written consents) of the Board Observation Rights”): of Directors of the Company shall permit one representative and Bare Escentuals Beauty, Inc. and each committee thereof as are furnished to members of the Purchasers said Boards of Directors or such committee, (ii) to attend all meetings of (and review all written consents prior to the board of directors of the Company (the “Board of Directors”execution thereof) in a non-voting observer capacity, which observation right shall include the ability to observe discussions of the Board of DirectorsDirectors of the Company and Bare Escentuals Beauty, Inc. and each committee thereof and (iii) to participate in all discussions conducted at meetings (or with respect to actions to be taken by written consent) of the Board of Directors of the Company and Bare Escentuals Beauty, Inc. and each committee thereof; provided, however, such observers shall provide such representative with copies of all notices, minutes, written consents, and other materials that it provides to not constitute members of the Board of DirectorsDirectors of the Company or Bare Escentuals Beauty, Inc. or any committee thereof and shall not be entitled to vote on any matters presented to said Board of Directors of the Company or Bare Escentuals Beauty, Inc. or any committee thereof. Notwithstanding anything to the contrary, the rights granted to the observer (including the right to receive all materials, notices, minutes, consents and forms of consents in lieu of meetings) shall be temporarily suspended if and to the extent, in the reasonable opinion of the Board of Directors of the Company or Bare Escentuals Beauty, Inc., as applicable, the observer’s attendance at the time it provides them to any such members. The observation right may be exercised in person meeting or via telephone or videophone participation. Each Purchaser agrees, on behalf of itself and any representative exercising the observation rights set forth herein, that so long as it shall exercise its observation right portion thereof (i) it shall hold in strict confidence pursuant violates any law or company policy regarding conflicts of interest with interested members of the Board of Directors of the Company or Bare Escentuals, Inc., as applicable, as applied generally to a confidentiality and non-disclosure agreement (in form and substance satisfactory to each Purchaser) all information and materials that it may receive or be given access to in connection with meetings of the Board of Directors and to act in a fiduciary manner with respect to all information so provided (provided that this shall not limit its ability to discuss such matters with its officersof the Company or Bare Escentuals Beauty, directors Inc. or legal counsel, as necessary), and (ii) otherwise could violate the fiduciary duties of the Board of Directors of the Company or Bare Escentuals Beauty, Inc. or constitute a waiver of any attorney-client privilege that may withhold from it certain information exist in connection with such meeting or material furnished any portion thereof, as advised by outside counsel to the Company or made available Bare Escentuals Beauty, Inc. The reasonable travel and out-of-pocket expenses incurred by any such observer in attending any such meetings shall be reimbursed by the Company or Bare Escentuals Beauty, Inc., as applicable. Following an underwritten public offering of the Company’s common stock, the York Street Purchasers shall no longer have the right to appoint an observer to the Board of Directors or exclude it from certain confidential “closed sessions” of the Board Company or Bare Escentuals Beauty, Inc. Notwithstanding the foregoing and Section 10.16 of Directors if this Agreement, the furnishing or availability of such information or material or its presence at such “closed sessions” would jeopardize such Company’s attorney-client privilege or if rights provided to the Board of Directors otherwise reasonably so requires. The Board Observation Rights set forth in York Street Purchasers under this Section 5.8 shall automatically terminate and be upon any assignment by the York Street Purchasers of no further force their rights under this Agreement or effect upon under the indefeasible payment in full Senior Subordinated Note Documents, other than an assignment to Affiliates permitted under Section 10.16(i) of all Obligations (as defined in the Master Security this Agreement).

Board Observation Rights. Until the earlier of (a) such time as all Obligations date on which neither Vector Capital nor any of its affiliates under common control holds any Loans under the Credit Agreement, and (b) the Subordinated Note Mandatory Prepayment Date (as defined in the Master Security Credit Agreement, dated as of May 4, 2018, by and among Vector Fusion Holdings (Cayman), Ltd., Gxxxxxx Sxxxx Lending Partners LLC, Gxxxxxx Sachs, and the other lenders parties thereto), Vector Capital (or its affiliate, including limited partners of Vector, holding a Loan) shall have been indefeasibly paid in full, the Purchasers will be entitled right to appoint one observer (the following board observation rights (“Board Observation RightsObserver”): the Company shall permit one representative of the Purchasers ) to attend all meetings of the board of directors of the Company Borrower (the “Board of Directors”), who shall be entitled to attend (or at the option of such Observer, monitor by telephone) one (1) regularly scheduled meeting per fiscal quarter (the “Quarterly Meetings”) of the Board of Directors (other than any portions of any Quarterly Meeting that (x) involve the exchange of privileged attorney-client information or work product, or (y) are subject to a conflict of interest with a Vector Capital Lender or other Lenders, in the reasonable discretion of Borrower) but shall not be entitled to vote, and who shall receive all reports, meeting materials (including copies of all board presentations), notices, written consents, minutes and other materials with respect to such Quarterly Meetings (in each case other than any portions of such reports or materials that contain information (i) that is subject to a nonconflict of interest with a Vector Capital Lender or other Lenders or (ii) that is subject to the attorney-voting observer capacityclient privilege, which in the reasonable discretion of Borrower) as and when provided to the members of the Board of Directors. The Borrower shall reimburse the Observer for the reasonable and documented out-of-pocket travel expenses incurred by any such Observer in connection with such attendance at any in-person Quarterly Meetings, to the extent consistent with the Borrower’s policies of reimbursing directors generally for such expenses. The Board of Directors shall use reasonable commercial efforts to hold at least one regularly scheduled meeting each fiscal quarter, but to the extent that the Board of Directors does not convene (telephonically, in-person or otherwise) during a fiscal quarter, the Observer shall not have any observation right rights during such quarter. The Observer shall include not have any observer, information, notice or other rights with respect to the ability to observe discussions meetings of any committees or sub-committees of the Board of Directors, and shall provide such representative with copies of all notices, minutes, written consents, and other materials that it provides to members any special meetings of the Board of Directors, at the time it provides them to such members. The observation right may be exercised in person or via telephone or videophone participation. Each Purchaser agrees, on behalf of itself and any representative exercising the observation rights set forth herein, that so long as it shall exercise its observation right (i) it shall hold in strict confidence pursuant to a confidentiality and non-disclosure agreement (in form and substance satisfactory to each Purchaser) all information and materials that it may receive or be given access to in connection with meetings of the Board of Directors and to act in a fiduciary manner with respect to all information so provided (provided other than the Quarterly Meetings; provided, that this shall not limit its ability to discuss such if the matters with its officers, directors or legal counsel, as necessary), and (ii) that would normally be discussed by the Board of Directors may withhold from it certain information or material furnished or made available to at the Quarterly Meeting (i.e., the periodic financial health and performance of Borrower) are instead discussed by the Board of Directors at a special meeting, or exclude it from certain confidential “closed sessions” by a committee or sub-committee of the Board of Directors if Directors, then the furnishing Observer shall have observer and information rights for such special meeting or availability of such information committee or material or its presence at such “closed sessions” would jeopardize such Company’s attorneysub-client privilege or if the Board of Directors otherwise reasonably so requirescommittee meeting, as applicable. The Board Observation Rights rights set forth in this Section shall automatically terminate and be of no further force or effect upon paragraph 1 are the indefeasible payment in full of all Obligations (as defined in the Master Security Agreement)“Observer Rights.”