Board Observer Clause Samples
A Board Observer clause grants a designated individual the right to attend and observe meetings of a company's board of directors without having voting rights. Typically, this observer may receive board materials and participate in discussions, but cannot formally influence decisions. The clause is often used by investors or stakeholders who want oversight and insight into board activities without taking on the responsibilities or liabilities of a full board member. Its core function is to provide transparency and information access to key parties, ensuring they remain informed about the company's governance and strategic direction.
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Board Observer. (a) Priceline shall have the right, exercisable by delivering notice to the Company, to designate one observer to attend any meetings of the Board and each committee thereof (the “Board Observer”) for so long as (i) Priceline and its Subsidiaries beneficially own at least the Board Observer Threshold Shareholding in the Company, (ii) Priceline and its Subsidiaries comply in all material respects with the provisions of Section 2.1, (iii) Priceline and its Subsidiaries comply in all material respects with the provisions of Section 3.1(a) and (iv) the Marketing Agreement is in full force and effect and ▇▇▇▇▇▇▇.▇▇▇ B.V. complies in all material respects with the provisions thereof (the “Board Observer Right”).
(b) The Board Observer shall be entitled (i) to receive notice of each meeting (including telephonic meetings) of the Board and any committee thereof in the same form and manner as is given to the members of the Board and the same materials as and when provided to such members (both before or after a meeting, including copies of minutes thereof), including materials provided other than in connection with a meeting, and neither the Board nor any committee thereof shall conduct any business by written consent without giving such prior notice to the Board Observer and a copy of the proposed consent, any exhibits, annexes or schedules thereto and any related materials and (ii) at the Board Observer’s discretion, to attend each Board meeting or meeting of any committee thereof, either in person or by telephonic conference, and to participate fully in all discussions among directors of the Board at such meetings, and the Company covenants to take reasonable measures to facilitate such attendance and discussion; provided that, notwithstanding any other provision of this Section 3.2, (A) the Board Observer shall agree to hold in confidence all information provided (provided that the Board Observer shall not be restricted in any confidential communications or discussions with or the confidential provision of information to Priceline and its Subsidiaries and their respective directors, officers, employees, accountants, agents, counsel and other representatives), (B) such Board Observer and Priceline shall be subject to the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies and procedures and shall sign an acknowledgement form stating that he or she and it agree to comply with such policies and procedures (it being understood that such ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies and procedures shall...
Board Observer. From the date hereof until the earlier to occur of (i) the date on which all outstanding Obligations (other than unasserted contingent indemnification Obligations) have been paid in full and the Commitments are irrevocably terminated hereunder, or (ii) the date on which neither Beyond nor any of its Affiliates is a Lender or Agent hereunder, the Loan Parties shall cause Beyond to have the right to appoint one (1) individual as a non-voting observer to the board of managers of Parent (the “Board” and such observer, the “Board Observer”), and shall cause the Board Observer to be entitled to attend meetings of the Board and any committee of the Board and to receive all information provided to the members of the Board or its committees (including minutes of previous meetings of the Board or such committees); provided, that (i) the Board Observer shall not be entitled to vote on any matter submitted to the Board or any of its committees nor to offer any motions or resolutions to the Board or such committees; and (ii) the Board may withhold information or materials from the Board Observer and exclude the Board Observer from any meeting or portion thereof (x) if (as reasonably determined by the Board) access to such information or materials or attendance at such meeting would (A) adversely affect the attorney-client or work product privilege between the Parent and its counsel or (B) result in a conflict of interest or is otherwise required to avoid any disclosure that is restricted by any agreement with another Person or (y) (A) when any Agent, any Lender, the Loan Documents or the Obligations are the subject matter under discussion or (B) when such board materials or discussion relate directly to any Loan Party’s relationship, contractual or otherwise, with Beyond or any of its Affiliates, any Agent or the Lenders or any actual or potential transactions between or involving any Loan Party and Beyond or any of its Affiliates, any Agent or the Lenders. For the avoidance of doubt, the Board Observer (x) shall not constitute a manager and/or member of a Board committee and (y) shall not be entitled to any rights other than those provided by this Section 6.20.
Board Observer. (a) The Company shall ensure that, at any time from the Acquisition Closing Date, the holders of more than 50% of the aggregate principal amount of the outstanding Notes (including, without limitation, Additional Notes) shall have the right to appoint one non-voting observer (“Board Observer”) to the Board of Directors (the “Board”) of the Company or equivalent governing body of the Company or any holding company or subsidiary of the Company from time to time that effectively functions as the “board” of the Company and its subsidiaries, and all committees thereof or acting in lieu of such Board, it being understood that (i) such Board Observer must have adequate legal and individual reputational capacity to serve as the Board Observer, as determined by the Company, acting reasonably, (ii) such Board Observer shall be entitled to receive all materials distributed to all members of the board of directors (and all members of each committee) in their capacity as such, (iii) such Board Observer will not have voting power but will be entitled to attend all meetings and to receive all information and notices provided to members of the board, subject to customary exceptions for privilege, confidentiality obligations and conflicts of interest, (iv) the Company will reimburse such Board Observer for all reasonable travel and other reasonable and documented out of-pocket expenses related to such Board Observer’s role or the performance of its duties as a Board Observer in the same manner as other members of the Board, (v) such Board Observer shall maintain the confidential nature of the information regarding the Company and its subsidiaries made available or provided to the Board Observer in connection with its role as such (such information, the “Board Information”) and not use any Board Information except solely within the scope of the Board Observer’s role as a Board Observer and not disclose the Board Information other than to such of its affiliates with a need to know the Board Information, in each case subject to exceptions to be agreed by the Company, acting reasonably, (vi) the Company will hold regular meetings of its Board and reasonable prior notice of the date of each such meeting will be provided by the Board Observer and (vii) such Board Observer shall be entitled to certain other rights reasonably acceptable to the Company (including the right to not partake in any of the above activities or receive any of the above information).
(b) Upon redemption or...
Board Observer. (a) L▇▇▇▇▇▇, Inc. shall hold regular meetings of its board of directors (or equivalent governing body) at least once per fiscal quarter. So long as Alcentra holds at least 75% of the original principal amount of the Loan advanced on the Closing Date, Alcentra shall be entitled to designate one (1) observer to the board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. and each of its Subsidiaries, and any committee thereof, which observer shall receive (at the same time and in the same manner provided to the directors) notice of and copies of all materials provided to directors in connection with, and shall be entitled to attend and participate in, at the Loan Parties’ expense, all meetings of the board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. and each of its Subsidiaries, and any committee thereof. Such observer shall also receive (at the same time and in the same manner provided to the directors) notice of and copies of all materials provided to the directors in connection with any actions to be taken by written consent of the board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. and each of its Subsidiaries, and any committee thereof; provided that such observer shall execute a customary confidentiality agreement on terms reasonably satisfactory to the board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. relating to such observer’s attendance at such board meetings; provided further that notwithstanding anything herein to the contrary, the board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. and each of its Subsidiaries, and any committee thereof may exclude such observer from any portion of such meeting, as determined in good faith, in order to preserve attorney-client privilege or to avoid a conflict of interest where the discussions in such meeting directly relate to matters pertaining to the Loans as to which the interests of the Loan Parties and Alcentra are reasonably expected to be adverse. The Loan Parties shall reimburse Alcentra for all reasonable expenses (including all travel, meal and lodging expenses) incurred by its observer in connection with attending any meetings described above.
Board Observer. Each Credit Party shall give Lenders notice of (in the same manner as notice is given to directors), and permit three persons designated by Agent to attend as an observer, all meetings of its Board of Directors and all executive and other committee meetings of its Board of Directors and shall provide to Lenders the same information concerning the Credit Parties and their Subsidiaries, and access thereto, provided to members of the Credit Parties’ respective Board of Directors and such committees, as applicable. The reasonable travel expenses incurred by any such designees of Lenders in attending any board or committee meetings shall be reimbursed by the Credit Parties; provided, that the Credit Parties will not be required to permit a person designated by Lenders to attend, as an observer, any committee meeting of its Board of Directors or provide information to Lenders as provided to such committees, unless the Lender has executed a confidentiality agreement satisfactory to Lender in its reasonable determination, or in the event the Board of Directors of the Credit Parties reasonably determines that a conflict of interest may exist between Agent and the Credit Parties.
Board Observer. Until the earlier of (i) Investor no longer owning, (x) prior to consummation of an IPO, at least ten percent (10%) of the outstanding limited liability company interests of the Company (“GSRP Common Equity”) or (y) following consummation of an IPO, at least ten percent (10%) of the outstanding shares of common stock of GSRP Holdings (collectively, the “Equity Threshold”), and (ii) the consummation of a Sale, the Investor shall be entitled to designate one nonvoting board observer to the GSRP Board (the “Pre-IPO Board Observer”) until the consummation of an IPO, and after the consummation of an IPO one nonvoting board observer to the GSRP Holdings Board (together with Pre-IPO Board Observer, the “Board Observer”). The Board Observer must (1) enter into a board observer agreement in the form attached hereto as Exhibit A, (2) not be engaged in any activities that are competitive to the GSRP Entities (other than general investment activities by the Investor and its controlled affiliates in the ordinary course of its business) and (3) the service of such individual as a Board Observer shall not otherwise violate Applicable Law and the listing rules of any National Securities Exchange on which the shares of common stock of GSRP Holdings are listed. If the Board Observer resigns or is removed from GSRP Board or GSRP Holdings Board or is unable to serve as the Board Observer due to death or disability, and at such time the Investor continues to be entitled to designate a Board Observer, the Investor shall have the right to designate a successor who shall be appointed to the GSRP Board or GSRP Holdings Board, as applicable, as promptly as practicable following the designation thereof and shall be treated as the Board Observer for all purposes of this Letter Agreement. GSRP or GSRP Holdings, as applicable, shall (A) give the Board Observer notice of the applicable meeting or action taken by written consent at the same time and in the same manner as notice is given to the members of the GSRP Board or GSRP Holdings Board, as applicable, (B) provide the Board Observer with access to all materials and other information given to the members of the GSRP Board or GSRP Holdings Board, as applicable, in connection with such meetings or actions taken by written consent at the same time and in the same manner as such materials and information are furnished to members of the GSRP Board or GSRP Holdings Board, as applicable, and (C) provide the Board Observer with all rights to...
Board Observer. (a) The Company shall allow one representative designated by NGP to attend all meetings of the Board in a nonvoting capacity (the “Observer Rights”), and in connection therewith, the Company shall give such representatives copies of all notices, minutes, consents and other materials, financial or otherwise, which the Company provides to its Board; provided, however, that such representative shall sign a confidentiality agreement in a form that is agreeable to both Angeleno and the Company; and provided further that the Company reserves the right to exclude such representative 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. Notwithstanding anything to the contrary contained herein, if at any time an individual nominated by Angeleno pursuant to Section 5.3(b)(iii) of the ROFR Agreement is not a director of the Company, then at such time the Company shall allow one representative designated by Angeleno to have the same Observer Rights as provided to NGP under this Agreement, subject to fulfillment by such representative of the same conditions imposed upon the representative designated by NGP under this Agreement.
(b) GE shall be entitled to receive copies of all materials provided at regular or special meetings of the Board as and when such materials are provided to members of the Board, which such information may be redacted by the Company, in its reasonable discretion, in the same manner described in Section 3.1(e) above (the “GE Board Materials”). The Board shall invite up to three (3) representatives designated by GE to meet with management of the Company on each date the Board holds a meeting (such meetings to take place no less often than on a quarterly basis). On each such date, the Company shall cause management to be available to meet with GE for a period of time reasonably sufficient to discuss the GE Board Materials and any other business of the Company that the Company determines, in its reasonable discretion, does not relate to any competitive aspect of the wind energy industry (including, without limitation, any specific subsidiary, facility or portion thereof, customer or prospective customer that relates to the wind energy industry). In addition, the Board may invite one representative designated by GE to attend any meetings of the Board (and, if applicable, portions thereof) during which no matters re...
Board Observer a) For purposes of this Section 9, the term “Company” refers to each of Community Shores and the Bank. Commencing upon the closing of the Rights Offering, the Company will permit the Backstop Party to designate, at its sole discretion, one (1) individual to attend all Board of Directors meetings of the Company as an observer (the “Board Observer”) for the periods specified in Subsection (a)(i) below. For the avoidance of doubt, the Board Observer shall not have voting rights or fiduciary obligations to the Company or its shareholders, but shall be bound by the same confidentiality and i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ obligations as the members of the Board.
i. The initial Board Observer designated by the Backstop Party shall be B▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. (“Mr. Essex”), who may act as a Board Observer until the Company’s annual meeting of the Board in May of 2016. At the 2016 Annual Meeting of the Board, the Backstop Party may designate Mr. Essex, or another individual subject to the prior approval of the Board, which shall not be unreasonably withheld, to continue to act as a Board Observer until the 2017 Annual Meeting of the Board. At the 2017 and 2018 Annual Meetings of the Board, the Backstop Party may designate an individual to serve as a Board Observer, but the Board may, in its sole discretion, elect to withhold the right of such individual, or any individual, to act (or to continue to act) as a Board Observer.
ii. The Company will provide the Board Observer with actual notice of all regular and special meetings of the Company’s Board of Directors in the same manner as provided to directors, and will provide to such Board Observer a copy of all materials and information distributed at or prior to such meetings or otherwise to the directors of the Company. Such meetings will be held in person at least quarterly. The Board Observer shall execute a confidentiality agreement in form and substance reasonably satisfactory to the Company prior to participating in a meeting of the Board or receiving related materials and information. Notwithstanding the foregoing, (1) the Board Observer may not attend any portion of a meeting of the Board during which a transaction or agreement with or for the benefit of the Backstop Party or any affiliate is being considered by the Board; (2) the Board shall have the right to require the Board Observer to leave any meeting if the Board needs to deliberate independently; and (3) the Board may exclude the Board Observer from any meeting or portion ...
Board Observer. At the Closing, the Purchasers shall be irrevocably and unconditionally (subject to the express terms hereof) granted the right to appoint one non-voting observer to the Company’s board of directors (the “Observer”) pursuant to the Observer Agreement, which agreement and appointment will become effective as of the Closing.
Board Observer. Each Loan Party will continue to permit the Agents to have a representative (the “Board Observer”) present (whether in person or by telephone) in an observer capacity at all duly convened meetings of the Board of Directors or managers of each Loan Party and any committee meetings thereof. The Board Observer must be approved by the U.S. Borrower (such approval not to be unreasonably withheld, conditioned or delayed). Each Loan Party shall provide the Board Observer representative with a notice and agenda of each duly convened meeting of the Board of Directors and any committee thereof at least seven (7) days (or such lesser time as agreed to by the Board Observer) in advance of such meeting, and all of the information and other materials that are distributed to the Board of Directors or any committee thereof, as applicable, at the same time and in the same manner as such notices, agendas, information and other materials are provided to the members of the Board of Directors or any committee thereof; provided, however, that the Loan Parties reserve the right to withhold any information and to exclude the Board Observer from any meeting or portion thereof if (x) access to such information or attendance at such meeting would, upon advice of the Loan Parties’ counsel, adversely affect the attorney-client privilege between the Loan Parties and their counsel or (y) in the reasonable judgment of the Loan Parties, access to such information or attendance at such meeting could result in a conflict of interest between the Secured Parties and the Loan Parties. The Loan Parties shall reimburse the Board Observer for the reasonable out-of-pocket expenses (including travel expenses) incurred by the Board Observer in connection with the Board Observer attending any meetings of the Board of Directors or any committees thereof. The Parent shall hold at least one meeting of its Board of Directors each month.