Board Observer Seat Sample Clauses

Board Observer Seat. Borrower shall grant the Lenders the right to designate one observer to attend all meetings of the Borrower’s board of directors.

Board Observer Seat. Provide to Lender the right to designate an individual of its choice to represent Lender as a non-voting, observer to Borrower’s Board of Directors (an “Observer”), who shall be entitled to attend all Board of Director (“Board”) meetings and receive timely notice thereof and all documentation that is made available to the other Directors; provided, however, that in the event ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is no longer a Director, then Lender shall have the right to designate an additional individual of its choice to represent Lender and its participants as an Observer. The Observer shall be reimbursed for reasonable out-of-pocket expenses incurred in connection with attendance at Board meetings. As a condition to becoming an Observer pursuant to Section 5.18, such Observer shall first execute the Borrower’s form of Confidentiality, Non-Disclosure and Non-Use Agreement, attached hereto as Exhibit 5.18.

Board Observer Seat. So long as Purchaser continues to own all of the Shares purchased hereunder or at least 10% of the Company’s outstanding shares, the Company shall permit Purchaser to designate one representative reasonably acceptable to the Company as a non-voting observer to the Board of Directors. The Purchaser representative shall receive all notices, documents and other information supplied to members of the Board of Directors. The Company shall allow the representative to observe Board of Directors meetings by telephone if they are unable to attend in person. The Purchaser representative (and Purchaser) shall hold all information received thereby in strict confidentiality, and shall sign a confidentiality agreement provided by the Company requiring all information disclosed pursuant to the Board Observer Seat to be held in complete confidence and trust. The Company reserves the right to withhold certain information, and/or to exclude the Purchaser representative from any meeting or portion thereof, if, in the judgment of the Board of Directors the failure to do so might compromise the attorney-client privilege, or potentially result in a conflict of interest situation.

Board Observer Seat. From and after the closing of the Transaction and for so long as Subscriber holds Equity Securities of the Company, Subscriber shall have the right to nominate one (1) individual to serve as an observer on the Company’s Board of Directors (the “Observer”). If such nomination right is exercised by the Subscriber, and subject to applicable securities laws, the Observer shall (a) have the right to receive notice of and to attend and participate in meetings of the Board of Directors and (b) have the right to receive information and materials provided to the Board of Directors to the same extent as the directors serving on the Board of Directors at such time (which Subscriber may refuse to receive in its sole discretion); provided, however, that the Company reserves the right to withhold any information and to exclude the Observer from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in a conflict of interest, or if reasonably required to comply with applicable law, as determined by outside counsel to the Company and upon prior notice to Subscriber. The Observer shall have no right to vote on any matter presented to the Board of Directors. Section 6.4 (Confidentiality) of the Stockholders Agreement shall apply mutatis mutandis to any information provided to the Observer pursuant to this Section 8. Subscriber acknowledges that (i) the Observer may receive material non-public information by virtue of his or her access to Company materials and attendance at meetings of the Board of Directors and (ii) Subscriber is aware that the U.S. securities laws may prohibit any person who directly or indirectly has received material, non-public information from an issuer from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.]1

Board Observer Seat. So long as Purchaser continues to own all of the Shares purchased hereunder, the Company shall permit Purchaser to designate one representative reasonably acceptable to the Company as a non-voting observer to the Board of Directors. The Purchaser designated representative shall generally receive all notices, Board Books and other information supplied to members of the Board of Directors on a confidential basis. The Company shall allow the representative to observe Board of Directors meetings by telephone if they are unable to attend in person. The Purchaser shall hold all information received thereby in strict confidentiality and shall not, without prior consent by the Company, disclose to any third party except members of the Board of Directors or other observer to the Board of Directors until the third anniversary date from the last observation of the Company’s Board of Directors by its designated representative, provided that Purchaser may make such information available to the directors, officers, employees, consultants and agents of Purchaser and/or its Affiliates, and obligate such directors, officers, employees, consultants and agents to comply with the confidentiality and non-use obligations no less strict than those hereof. The Company reserves the right to withhold certain information, and/or to exclude the Purchaser representative from any meeting or portion thereof, if, in the judgment of the Board of Directors the failure to do so might compromise the attorney-client privilege, or potentially result in a conflict of interest.