Common use of Board Observer Clause in Contracts

Board Observer. In addition to the nomination rights set forth in Section 3(a) above, (i) until the Topco Sunset Date, Topco Equityholders shall have the right, but not the obligation, to designate a person (a “Non-Voting Observer”), and (ii) until the Horizon Sunset Date, Horizon shall have the right, but not the obligation, to designate a Non-Voting Observer, in each case, to attend meetings of the Board (including any meetings of any committees thereof) or any board of directors or similar governing body of any subsidiary of the Company (a “Subsidiary Board”) in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted to attend all meetings of the Board or such Subsidiary Board. The Topco Equityholders and Horizon shall each have the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board or Subsidiary Board meetings no later than, and using the same form of communication as, notice of Board or Subsidiary Board meetings are furnished to directors and (ii) copies of any materials prepared for meetings of the Board or Subsidiary Board that are furnished to the directors no later than the time such materials are furnished to the directors. Any such Non-Voting Observers shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements of the Company or such subsidiary generally applicable to directors of the Company or such subsidiary. Notwithstanding the foregoing, the Company (or such subsidiary) reserves the right to withhold any information and to exclude the Non-Voting Observers from receiving any materials and/or attending any meeting or portion thereof if access to such information or attendance at such meeting would reasonably be expected to adversely affect the attorney-client privilege between the Company (or such subsidiary) and its counsel.

Board Observer. In addition After the Initial Closing, and until a change is made to the nomination rights set forth in Section 3(aconstituency of the current Board of Directors by Lender, one individual appointed by Lender (the “Observer”) above, (i) until the Topco Sunset Date, Topco Equityholders shall have the right, right to attend (which attendance may occur telephonically) and participate in all meetings of Borrower’s Board of Directors and each of its Subsidiaries and any committees thereof. The Observer shall have no right to vote on any matter presented to the Board of Directors or any committee thereof. Borrower shall give the Observer written notice of each meeting thereof at the same time and in the same manner as the other members of the Board of Directors or such committee receive notice of such meetings (but not in any event no later than ten (10) Business Days prior to any such meeting). Borrower shall permit the obligation, Observer to designate a person (a “Non-Voting Observer”attend and participate in all meetings thereof. Subject to Section 7(c)(ii)(G), the Observer shall be entitled to receive all written materials and (ii) until other information given to the Horizon Sunset Datemembers of the Board of Directors and such committees in connection with such meeting or otherwise, Horizon shall have at the right, but not same time such materials and information are given to the obligation, to designate members of the Board of Directors and such committees in connection with a Non-Voting Observer, in each case, to attend vote or such meetings of the Board (including any meetings of any Directors or committees thereof) or , and the Observer shall keep such materials and information confidential. If Borrower proposes to take any board action by written consent in lieu of directors or similar governing body of any subsidiary a meeting of the Company (a “Subsidiary Board”) Board of Directors, then Borrower shall give prior notice thereof to the Observer prior to the effective date of such consent describing the nature and substance of such action and including the text of such written consents. Borrower shall pay the reasonable out-of-pocket costs and expenses of the Observer incurred in a non-voting observer capacity. Any connection with attending such Non-Voting Observer shall be permitted to attend all meetings of the Board or such Subsidiary Board. The Topco Equityholders of Directors and Horizon shall each have the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board or Subsidiary Board meetings no later than, and using the same form of communication as, notice of Board or Subsidiary Board meetings are furnished to directors and (ii) copies of any materials prepared for meetings of the Board or Subsidiary Board that are furnished to the directors no later than the time such materials are furnished to the directors. Any such Non-Voting Observers shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements of the Company or such subsidiary generally applicable to directors of the Company or such subsidiary. Notwithstanding the foregoing, the Company (or such subsidiary) reserves the right to withhold any information and to exclude the Non-Voting Observers from receiving any materials and/or attending any meeting or portion thereof if access to such information or attendance at such meeting would reasonably be expected to adversely affect the attorney-client privilege between the Company (or such subsidiary) and its counselcommittees.

Board Observer. In addition At all times when the Stockholder is entitled to designate a Stockholder Designee pursuant to Section 2.1(c), if the nomination rights set forth in Section 3(aBoard at any time consists of fewer than eleven (11) abovemembers, the Stockholder Designee shall automatically cease to be a Director and instead become a board observer (an “Observer”); provided that, if the Board subsequently consists of eleven (11) or more members, the Board shall, as soon as reasonably practicable thereafter, take actions to cause such Observer to become a Director. The Observer shall (i) until the Topco Sunset Date, Topco Equityholders shall have the right, right to receive notice of and to attend and participate in (but not vote on any matters on which the obligation, Directors are entitled to designate a person (a “Non-Voting Observer”), and (iivote) until the Horizon Sunset Date, Horizon shall have the right, but not the obligation, to designate a Non-Voting Observer, in each case, to attend meetings of the Board (including and any meetings of any committees thereof) or any board of directors or similar governing body of any subsidiary committee of the Company Board, (a “Subsidiary Board”ii) in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted to attend all meetings of the Board or such Subsidiary Board. The Topco Equityholders and Horizon shall each have the right to remove and replace its Non-Voting Observer at any time and from time receive Board Materials to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board or Subsidiary Board meetings no later thanthe same extent that, and using in the same form of communication manner as, notice of the Stockholder Designee would be entitled to receive pursuant to Section 2.3 if he or she were continuing to serve on the Board or Subsidiary Board meetings are furnished to directors and (ii) copies of any materials prepared for meetings the same committees of the Board on which he or Subsidiary Board that are furnished she was serving immediately prior to the directors no later than the time such materials are furnished to the directors. Any such Non-Voting Observers shall be required to execute or otherwise become becoming an Observer, subject to any codes of conduct or all the limitations and obligations set forth therein, including such customary confidentiality agreements obligations as apply to members of the Company or such subsidiary generally applicable to directors of the Company or such subsidiary. Notwithstanding the foregoingBoard generally, the Company and (or such subsidiaryiii) reserves have the right to withhold reimbursement of expenses to the same extent that the Stockholder Designee would be entitled to receive such reimbursement pursuant to Section 2.2 if he or she were continuing to serve on the Board and the same committees of the Board on which he or she was serving immediately prior to becoming an Observer, subject to the limitations set forth therein. The Observer shall have no right to vote on any information and matter presented to exclude the Non-Voting Observers from receiving any materials and/or attending any meeting Board or portion thereof if access to such information or attendance at such meeting would reasonably be expected to adversely affect committee of the attorney-client privilege between the Company (or such subsidiary) and its counselBoard.

Board Observer. In addition to During the nomination rights set forth in Section 3(a) aboveTerm, (i) until the Topco Sunset Date, Topco Equityholders Ocelot SPV LP and [***] shall have the right, but not the obligation, right to designate a person one (a “Non-Voting Observer”), and (ii1) until the Horizon Sunset Date, Horizon shall have the right, but not the obligation, individual to designate a Non-Voting Observer, in each case, to attend meetings of the Board (including any meetings of any committees thereof) or any board of directors or similar governing body of any subsidiary of the Company (a “Subsidiary Board”) be present in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted voting, observational capacity (for clarity, with no right to attend participate) at all meetings of the Opthea Board of Directors or any committee thereof, including any telephonic meetings but excluding executive sessions of any such Subsidiary Board. The Topco Equityholders and Horizon shall each have meetings (such individuals, the “Investors Board Observers”), provided that [***]’s right to remove designate an Investor Board Observer shall terminate upon any assignment by [***] of this Agreement, in whole or in part, unless otherwise consented to by Opthea and replace its NonOcelot SPV LP. Any materials that are sent by Opthea to the members of the Opthea Board of Directors in their capacity as such shall be sent to the Investors Board Observers simultaneously by means reasonably designed to ensure timely receipt by the Investors Board Observers (provided that Opthea need not provide to the Investors Board Observers any information that, if disclosed to the Investors Board Observers in their capacity as such, would adversely affect the maintenance by Opthea of any applicable attorney-Voting Observer at client privilege, any time and from time information that relates to time. The Company shall furnish to any Non-Voting Observer (i) notices the negotiation of Board any amendment to or Subsidiary Board meetings no later thanrestatement of this Agreement, and using the same form of communication as, notice of Board or Subsidiary Board meetings are furnished to directors and (ii) copies of the strategy with respect to this Agreement as it specifically relates to any materials prepared for meetings of the Board or Subsidiary Board Investor (provided that are furnished nothing in this clause (ii) shall permit Opthea to withhold information related to the directors no later than Product or the time such materials are furnished activities undertaken by Opthea, whether generally or pursuant to this Agreement, in connection with Developing and Commercializing the Product) or (iii) the relationship between Opthea and any Investor, or any information related to internal business matters of Opthea that does not relate to the directors. Any such Non-Voting Observers shall activities to be required undertaken by Opthea pursuant to execute or otherwise become subject to any codes of conduct or confidentiality agreements of the Company or such subsidiary generally applicable to directors of the Company or such subsidiary. Notwithstanding the foregoing, the Company (or such subsidiary) reserves the right to withhold any information this Agreement and to exclude the Non-Voting Observers from receiving any materials and/or attending any meeting or portion thereof if access to such information or attendance at such meeting would not reasonably be expected to adversely affect have a Material Adverse Event), and Opthea will give the attorney-client privilege between Investors Board Observers notice of such meetings, by the Company same means as such notices are delivered to the members of the Opthea Board of Directors and at the same time as notice is provided or delivered to the Opthea Board of Directors. Each Investors Board Observer will execute a confidentiality agreement in form and substance reasonably acceptable to the designating Investor (or and, for the avoidance of doubt, a designating Investor will remain responsible to Opthea for any noncompliance by its designated Investor Board Observer with such subsidiary) and its counselconfidentiality obligations).

Board Observer. In addition to For so long as a TPG Director serves on the nomination rights set forth in Section 3(a) aboveBoard, (i) until the Topco Sunset Date, Topco Equityholders TPG Pace shall have the rightright to designate one (1) natural person, but which person shall be subject to the consent of Xxxx so long as Xxxxxxx Xxxx serves as the Company’s Chief Executive Officer, which shall not the obligationbe unreasonably withheld, who shall initially be Xxxx Xxxxxxxx, to designate attend each regularly scheduled, special and other meeting (including telephonic meetings) of the Board and any committees thereof as a person non-voting observer (in such capacity, a “Non-Voting Observer”); provided, and (ii) until that the Horizon Sunset Date, Horizon shall have the right, but not the obligation, to designate a Non-Voting ObserverObserver shall enter into a customary confidentiality agreement with the Company on terms reasonably acceptable to the Company, in each case, which shall be no less favorable to attend meetings the Company than the confidentiality provisions applicable to TPG Pace under Section 3.4. Notice of the Board (including any meetings time and place of any committees thereof) or any board of directors or similar governing body of any subsidiary of each such meeting shall be given to the Company (a “Subsidiary Non-Voting Observer in the same manner and at the same time as notice is given to the Board”) in a non-voting observer capacity. Any such The Non-Voting Observer shall be permitted given copies of all notices, reports, minutes, consents and other documents and materials at the time and in the manner as are provided to attend all meetings of the Board or such Subsidiary Board. The Topco Equityholders and Horizon shall each have the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board or Subsidiary Board meetings no later than, and using the same form of communication as, notice of Board or Subsidiary Board meetings are furnished to directors and (ii) copies of any materials prepared for meetings of the Board or Subsidiary Board that are furnished to the directors no later than the time such materials are furnished to the directors. Any such Non-Voting Observers shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements of the Company or such subsidiary generally applicable to directors of the Company or such subsidiarycommittee thereof. Notwithstanding the foregoing, the Company (Non-Voting Observer may be excluded from access to the portion of any meeting of the Board or any committee thereof or the portion of material relating thereto if the Board or such subsidiarycommittee reasonably determines in good faith that such access would be reasonably likely to (a) reserves prevent the right to withhold any information and to exclude members of the Board or such committee from engaging in attorney-client privileged communication with counsel, or (b) result in a material conflict of interest with the Company or one or more of its subsidiaries, so long as, in each case, the Company promptly notifies the Non-Voting Observers from receiving any materials and/or attending any meeting or portion thereof if access to Observer of such determination and provides the Non-Voting Observer a general description of the information or attendance at materials that have been withheld to the extent that providing such meeting would reasonably be expected to adversely affect description does not jeopardize the attorney-client privilege between to be preserved or result in the material conflict to be avoided (it being understood and agreed that the Company (or will take, and will cause its subsidiaries to take, reasonable steps to minimize any such subsidiary) and its counselexclusions).

Board Observer. In addition Promptly following the date of this Agreement, Seller shall take all actions reasonably necessary to cause a representative (the nomination rights set forth “Board Observer”) designated by Purchaser to be appointed as an Observer (as defined in Section 3(a) abovethe Existing Stockholders Agreement), (i) until the Topco Sunset Date, Topco Equityholders shall to have the rightright to attend, but not the obligationstrictly as an observer, to designate a person (a “Non-Voting Observer”), and (ii) until the Horizon Sunset Date, Horizon shall have the right, but not the obligation, to designate a Non-Voting Observer, in each case, to attend all meetings of the Company Board (including any meetings of or any committees thereof) and to otherwise be granted the rights of an Observer under the Existing Stockholders Agreement. The Company consents to such appointment and shall provide the Board Observer with prior notice of all meetings of, and all information delivered to, the Company Board or any board of directors committee thereof at substantially the same time such notice or similar governing body of any subsidiary information is provided to the members of the Company (a “Subsidiary Board”) in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted , including all consents, minutes and other materials, financial or otherwise, which are provided to attend all meetings of the Board or such Subsidiary Company Board. The Topco Equityholders and Horizon shall each have the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer ; provided, that (i) notices of Board or Subsidiary Board meetings no later than, and using the same form of communication as, notice of Board or Subsidiary Board meetings are furnished to directors and (ii) copies of any materials prepared for meetings of the Board or Subsidiary Board that are furnished to the directors no later than the time such materials are furnished to the directors. Any such Non-Voting Observers shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements of the Company or such subsidiary generally applicable to directors of the Company or such subsidiary. Notwithstanding the foregoing, the Company (or such subsidiary) reserves the right to withhold any information and to exclude the Non-Voting Observers such Board Observer from receiving any materials and/or attending portion of any meeting or portion thereof if access to such information or attendance at such meeting would portion could reasonably be expected to (a) adversely affect the attorney-client privilege between or work product protection, (b) violate any Law, (c) violate the terms of any confidentiality agreement or other Contract with a third party (provided that the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure, but in no event shall the Company be obligated to pay any amount of money to any Person to obtain the required consent of such third party to such access or disclosure), or (d) result in disclosure of any competitively sensitive information of the Company and (ii) the Board Observer will not be able to attend any meetings (or portions thereof) or obtain any information regarding this Agreement, the Share Purchase or the other transactions contemplated by this Agreement. Prior to Closing, the Company and Purchaser shall enter into a mutually agreeable confidentiality agreement and all information provided to or obtained by the Board Observer in its capacity as such subsidiary) and its counselor otherwise pursuant to this Section 6.07 shall be subject to such confidentiality agreement.

Board Observer. In addition to Holders of a majority in aggregate principal amount of the nomination rights set forth in Section 3(a) above, (i) until the Topco Sunset Date, Topco Equityholders outstanding Notes shall have the right, but not the obligation, right to designate a person one representative (a the “Non-Voting Observer”), and (ii) until the Horizon Sunset Date, Horizon shall have the right, but not the obligation, to designate a Non-Voting Observer, in each case, to attend meetings of the Board (including any meetings of any committees thereof) or any board of directors or similar governing body of any subsidiary of the Company (a “Subsidiary Board”) in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted to attend all meetings of the Board or such Subsidiary Board. The Topco Equityholders and Horizon shall each have the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board or Subsidiary Board meetings no later than, and using the same form of communication as, notice of Board or Subsidiary Board meetings are furnished to directors and (ii) copies of any materials prepared for meetings Directors of the Company, the Board or Subsidiary of Directors of each of the Company’s material subsidiaries and each committee of such Board that are furnished to the directors no later than the time such materials are furnished to the directors. Any such Non-Voting Observers shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements Directors of the Company or material subsidiary (collectively, the “Relevant Meetings”) as a non-voting observer by notifying the Company in writing or by directing the Trustee in writing to notify the Company in writing of such subsidiary generally applicable to directors designation; provided that such Observer shall have the same duties of confidentiality and non-disclosure as the other members of the Company Board of Directors. The Observer shall be entitled to (i) prior written notice of all Relevant Meetings in the same manner and with the same amount of advance notice, which shall be at least five (5) Business Days’ advance notice where practicable, that is provided to all other members of the Board of Directors of the Company, its material subsidiaries and any committees of such Board of Directors in connection with such Relevant Meetings, (ii) receive all materials provided to members (contemporaneously with other members’ receipt of such materials) of the Board of Directors of the Company, its material subsidiaries and any committees of such Board of Directors in connection with such Relevant Meetings, (iii) attend (whether in person, by telephone, or otherwise) all Relevant Meetings as a non-voting observer, and (iv) receive reimbursement for reasonable fees and expenses incurred in connection with attending such subsidiary. Notwithstanding the foregoingRelevant Meetings; provided, however, that the Company (or such subsidiary) reserves the right to withhold exclude such Observer from access to any information and to exclude the Non-Voting Observers from receiving any materials and/or attending any material or meeting or portion thereof (only if access the Observer is notified of such withholding) if the Board votes in good faith after advice of counsel, that such exclusion is necessary (taking into account any confidentiality agreements that such Observer has executed or is willing to such information or attendance at such meeting would reasonably be expected execute): (a) to adversely affect preserve the attorney-client privilege between privilege; or (b) to avoid the impairment of the Company’s ability to enforce its rights under this Agreement in any bona fide dispute with the Observer. The Company will provide reasonable advance notice if it intends to exclude the Observer from attending any portion of any meeting or from receiving any particular materials, describing the basis for such exclusion, and shall cooperate with the Observer in good faith to limit to the maximum extent reasonably possible the degree to which the Observer will be excluded from such portions of such meetings or receiving such materials. Such Observer shall be removable only by (A) the Required Noteholders (i) by providing written notice to the Company or (or such subsidiaryii) and its counsel.by directing the

Board Observer. In addition Each Loan Party shall give Lenders notice of (in the same manner as notice is given to the nomination rights set forth in Section 3(a) above, (i) until the Topco Sunset Date, Topco Equityholders shall have the right, but not the obligation, to designate a person (a “Non-Voting Observer”directors), and (ii) until the Horizon Sunset Date, Horizon shall have the right, but not the obligation, to designate a Non-Voting Observer, in permit one person designated by each case, Lender to attend meetings of the Board (including any meetings of any committees thereof) or any board of directors or similar governing body of any subsidiary of the Company (a “Subsidiary Board”) in as a non-voting observer capacity. Any (each such Non-Voting Observer shall be permitted to attend observer, 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 Loan Parties and their Subsidiaries, and access thereto, provided to members of the Loan Parties’ respective Boards of Directors and such committees, as applicable (the “Board or such Subsidiary BoardMaterials”). The Topco Equityholders and Horizon reasonable travel expenses incurred by any Observer in attending any board or committee meetings shall each have be reimbursed by the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board or Subsidiary Board meetings Loan Parties; provided, that no later than, and using the same form of communication as, notice of Board or Subsidiary Board meetings are furnished to directors and (ii) copies of any materials prepared for meetings of the Board or Subsidiary Board that are furnished to the directors no later than the time such materials are furnished to the directors. Any such Non-Voting Observers shall Loan Party will be required to execute permit any Observer to attend, as an observer, any meeting of its Board of Directors or otherwise become subject any committee thereof or provide any Board Materials to any codes of conduct or Observer unless such Observer has executed a confidentiality agreements of agreement satisfactory to the Company or Lender appointing such subsidiary generally applicable to directors of the Company or Observer and such subsidiaryLoan Party in their respective reasonable determinations. Notwithstanding the foregoing, the Company The Observers may be excluded from any meeting (or such subsidiaryportion thereof) reserves the right or denied access to withhold any information Board Materials (or portion thereof) if and to exclude the Non-Voting Observers from receiving any materials and/or attending any meeting or portion thereof if 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 adversely affect result in disclosure of trade secrets or a conflict of interest, or (c) any of the attorney-client privilege between Lenders, the Company (Loan Documents, the lenders of the First Lien Indebtedness or the First Lien Credit Documents are the subject matter of such subsidiary) information or are under discussion at such meeting. The Lenders agree that all Board Materials shall remain confidential and its counselshall not be voluntarily disclosed to any other Person, except as may be required by Law.

Board Observer. In addition to Effective as of immediately after the nomination rights set forth in Section 3(a) above, Closing and until the earlier of (i) until the Topco Sunset Date, Topco Equityholders shall have date that is 18 months from the right, but not the obligation, to designate a person (a “Non-Voting Observer”), date of this Agreement and (ii) until the Horizon Sunset Datesuch time that Xxxxxxxx Xxxxxxx-Measson is no longer an executive officer of Wabtec or any of its Subsidiaries, Horizon shall have the right, but not the obligation, Xxxxxxxx Xxxxxxx-Measson will be entitled to designate a Non-Voting Observer, in each case, act as an observer to attend meetings of the Board (including any meetings in such capacity, the “Board Observer”). Except as otherwise expressly provided herein, the Board Observer will have the same rights as a director of any committees thereof) or any board Wabtec with respect to receipt of directors or similar governing body information and the right to notice of any subsidiary of the Company (a “Subsidiary Board”) and to participate in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted to attend all meetings of the Board or such Subsidiary Board. It is understood and agreed that the Board Observer will have no voting rights, nor will the Board Observer be counted towards a quorum. The Topco Equityholders Board Observer will not be entitled to receive any compensation from Wabtec for services as a Board Observer, but will be entitled to reimbursement of reasonable out-of-pocket expenses for service as such consistent with the Company’s travel and Horizon expense policies for directors. Wabtec shall each have also provide to the right to remove Board Observer copies of all notices, reports, minutes, consents and replace its Non-Voting Observer any other materials at any the time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board or Subsidiary Board meetings no later than, and using in the same form of communication as, notice of Board or Subsidiary Board meetings manner as they are furnished to directors and (ii) copies of any materials prepared for meetings of the Board or Subsidiary Board that are furnished provided to the directors no later than the time such materials are furnished to the directors. Any such Non-Voting Observers shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements of the Company or such subsidiary generally applicable to directors of the Company or such subsidiaryand committee members. Notwithstanding the foregoing, the Company (or such subsidiary) reserves Board may excuse the right to Board Observer from, and withhold any information and to exclude relating to, (A) any executive session of the Non-Voting Observers from receiving Board, (B) any materials and/or attending any meeting Board activity in which it determines that the Board Observer has a personal interest that is different from, or portion thereof in addition to, the members of the Board generally, or (C) if access to such information or attendance at such meeting would it determines in good faith after consultation with counsel (which may be inside counsel) that so doing could be reasonably be expected to adversely affect result in the loss of the attorney-client privilege between the Company (or such subsidiary) and its counselother protection.

Board Observer. In addition to Holders of a majority in aggregate principal amount of the nomination rights set forth in Section 3(a) above, (i) until the Topco Sunset Date, Topco Equityholders outstanding Notes shall have the right, but not the obligation, right to designate a person one representative (a the “Non-Voting Observer”), and (ii) until the Horizon Sunset Date, Horizon shall have the right, but not the obligation, to designate a Non-Voting Observer, in each case, to attend meetings of the Board (including any meetings of any committees thereof) or any board of directors or similar governing body of any subsidiary of the Company (a “Subsidiary Board”) in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted to attend all meetings of the Board or such Subsidiary Board. The Topco Equityholders and Horizon shall each have the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board or Subsidiary Board meetings no later than, and using the same form of communication as, notice of Board or Subsidiary Board meetings are furnished to directors and (ii) copies of any materials prepared for meetings Directors of the Company, the Board or Subsidiary of Directors of each of the Company’s material subsidiaries and each committee of such Board that are furnished to the directors no later than the time such materials are furnished to the directors. Any such Non-Voting Observers shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements Directors of the Company or material subsidiary (collectively, the “Relevant Meetings”) as a non-voting observer by notifying the Company in writing or by directing the Trustee in writing to notify the Company in writing of such subsidiary generally applicable to directors designation; provided that such Observer shall have the same duties of confidentiality and non-disclosure as the other members of the Company Board of Directors. The Observer shall be entitled to (i) prior written notice of all Relevant Meetings in the same manner and with the same amount of advance notice, which shall be at least five (5) Business Days’ advance notice where practicable, that is provided to all other members of the Board of Directors of the Company, its material subsidiaries and any committees of such Board of Directors in connection with such Relevant Meetings, (ii) receive all materials provided to members (contemporaneously with other members’ receipt of such materials) of the Board of Directors of the Company, its material subsidiaries and any committees of such Board of Directors in connection with such Relevant Meetings, (iii) attend (whether in person, by telephone, or otherwise) all Relevant Meetings as a non-voting observer, and (iv) receive reimbursement for reasonable fees and expenses incurred in connection with attending such subsidiary. Notwithstanding the foregoingRelevant Meetings; provided, the Company (or such subsidiary) reserves the right to withhold any information and to exclude the Non-Voting Observers from receiving any materials and/or attending any meeting or portion thereof if access to such information or attendance at such meeting would reasonably be expected to adversely affect the attorney-client privilege between the Company (or such subsidiary) and its counsel.Table of Contents Exhibit T3C

Board Observer. In addition From and after the date hereof and subject to the nomination rights set forth in Section 3(a) aboveterms and conditions hereof, (i) and until the Topco Sunset Datetermination of this Shareholders’ Agreement in accordance with Section 8.3 below, Topco Equityholders SOF shall have the right, but not the obligation, be entitled to designate one (1) individual as a person Board Observer (a the “Non-Voting Board Observer”), and (ii) until with such individual to be subject to the Horizon Sunset Date, Horizon shall have the right, but not the obligation, to designate a Non-Voting Observer, in each case, to attend meetings prior written consent of the Company, which such consent shall not be unreasonably withheld or delayed. This Board (including any meetings of any committees thereof) or any board of directors or similar governing body of any subsidiary of the Company (a “Subsidiary Board”) in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted entitled to receive (i) notice of and attend all meetings of the Board of Directors, (ii) copies of minutes or consents relating to each action taken by the Board of Directors and (iii) copies of all documents and other materials distributed to members of the Board of Directors, in each case, at the same time and in the same form as received by members of the Board of Directors (items (i), (ii) and (iii), collectively, the “Board Materials”); provided, however, that any materials provided to the Board Observer pursuant to either clause (ii) or clause (iii) of this sentence may be shared by the Board Observer with SOF and its Affiliates and that such Subsidiary Boardinformation shall otherwise be kept confidential by the Board Observer, SOF and its Affiliates and shall not be disclosed to any other Person, except as may be required by applicable law or regulation or legal process. The Topco Equityholders Any individual designated pursuant to this Section 3.1 as Board Observer may be removed with or without cause at any time and Horizon for any reason or no reason by SOF in its sole discretion, by delivery of written notice to the Company only by SOF and SOF shall each have be entitled to maintain a Board Observer and to designate a replacement Board Observer from time to time, with such replacement Board Observer to be subject to the right prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, so long as SOF then Owns at least ten percent (10%) of the outstanding Shares of Common Stock. Notwithstanding anything herein to remove and replace its Non-Voting Observer the contrary, SOF may elect at any time and from time to timetime not to designate a Board Observer, in which event SOF shall not be provided with or receive any Board Materials. The Company shall furnish to Any designation by SOF of a Board Observer or any Non-Voting Observer (i) notices of Board or Subsidiary Board meetings no later than, and using the same form of communication as, notice of Board or Subsidiary Board meetings are furnished to directors and (ii) copies removal of any materials prepared for meetings Board Observer by SOF shall be made by written notice to the Company. Notwithstanding anything to the contrary set forth in Section 9.7 of this Shareholders’ Agreement, SOF may not assign its rights under this Section 3.1 without the prior written consent of the Board or Subsidiary Board that are furnished to the directors no later than the time such materials are furnished to the directors. Any such Non-Voting Observers shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements of the Company or such subsidiary generally applicable to directors of the Company or such subsidiary. Notwithstanding the foregoing, the Company (or such subsidiary) reserves the right to withhold any information and to exclude the Non-Voting Observers from receiving any materials and/or attending any meeting or portion thereof if access to such information or attendance at such meeting would reasonably be expected to adversely affect the attorney-client privilege between the Company (or such subsidiary) and its counselCompany.

Board Observer. In addition to Holders of a majority in aggregate principal amount of the nomination rights set forth in Section 3(a) above, (i) until the Topco Sunset Date, Topco Equityholders outstanding Notes shall have the right, but not the obligation, right to designate a person one representative (a the “Non-Voting Observer”), and (ii) until the Horizon Sunset Date, Horizon shall have the right, but not the obligation, to designate a Non-Voting Observer, in each case, to attend meetings of the Board (including any meetings of any committees thereof) or any board of directors or similar governing body of any subsidiary of the Company (a “Subsidiary Board”) in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted to attend all meetings of the Board or such Subsidiary Board. The Topco Equityholders and Horizon shall each have the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board or Subsidiary Board meetings no later than, and using the same form of communication as, notice of Board or Subsidiary Board meetings are furnished to directors and (ii) copies of any materials prepared for meetings Directors of the Company, the Board or Subsidiary of Directors of each of the Company’s material subsidiaries and each committee of such Board that are furnished to the directors no later than the time such materials are furnished to the directors. Any such Non-Voting Observers shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements Directors of the Company or material subsidiary (collectively, the “Relevant Meetings”) as a non-voting observer by notifying the Company in writing or by directing the Trustee in writing to notify the Company in writing of such subsidiary generally applicable to directors designation; provided that such Observer shall have the same duties of confidentiality and non-disclosure as the other members of the Company Board of Directors. The Observer shall be entitled to (i) prior written notice of all Relevant Meetings in the same manner and with the same amount of advance notice, which shall be at least five (5) Business Days’ advance notice where practicable, that is provided to all other members of the Board of Directors of the Company, its material subsidiaries and any committees of such Board of Directors in connection with such Relevant Meetings, (ii) receive all materials provided to members (contemporaneously with other members’ receipt of such materials) of the Board of Directors of the Company, its material subsidiaries and any committees of such Board of Directors in connection with such Relevant Meetings, (iii) attend (whether in person, by telephone, or otherwise) all Relevant Meetings as a non-voting observer, and (iv) receive reimbursement for reasonable fees and expenses incurred in connection with attending such subsidiary. Notwithstanding the foregoing, the Company (or such subsidiary) reserves the right to withhold any information and to exclude the Non-Voting Observers from receiving any materials and/or attending any meeting or portion thereof if access to such information or attendance at such meeting would reasonably be expected to adversely affect the attorney-client privilege between the Company (or such subsidiary) and its counsel.Relevant Meetings; provided,

Board Observer. In addition to the nomination rights set forth in Section 3(a(a) aboveLxxxxxx, (i) until the Topco Sunset Date, Topco Equityholders Inc. shall have the right, but not the obligation, to designate a person (a “Non-Voting Observer”), and (ii) until the Horizon Sunset Date, Horizon shall have the right, but not the obligation, to designate a Non-Voting Observer, in each case, to attend hold regular meetings of the Board (including any meetings of any committees thereof) or any its board of directors (or similar equivalent governing body of any subsidiary body) at least once per fiscal quarter. So long as Alcentra holds at least 75% of the Company (a “Subsidiary Board”) in a non-voting observer capacity. Any such Non-Voting Observer original principal amount of the Loan advanced on the Closing Date, Alcentra shall be permitted entitled to designate one (1) observer to the board of directors (or equivalent governing body) of Lxxxxxx, 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 board of directors (or such Subsidiary Boardequivalent governing body) of Lxxxxxx, Inc. and each of its Subsidiaries, and any committee thereof. The Topco Equityholders and Horizon Such observer shall each have also receive (at the right to remove and replace its Non-Voting Observer at any same time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board or Subsidiary Board meetings no later than, and using in the same form of communication as, manner provided to the directors) notice of Board or Subsidiary Board meetings are furnished to directors and (ii) copies of any all materials prepared for meetings of the Board or Subsidiary Board that are furnished provided to the directors no later than in connection with any actions to be taken by written consent of the time board of directors (or equivalent governing body) of Lxxxxxx, Inc. and each of its Subsidiaries, and any committee thereof; provided that such materials are furnished observer shall execute a customary confidentiality agreement on terms reasonably satisfactory to the directors. Any such Non-Voting Observers shall be required to execute or otherwise become subject to any codes board of conduct or confidentiality agreements of the Company or such subsidiary generally applicable to directors of the Company or such subsidiary. Notwithstanding the foregoing, the Company (or such subsidiaryequivalent governing body) reserves the right to withhold any information and to exclude the Non-Voting Observers from receiving any materials and/or attending any meeting or portion thereof if access of Lxxxxxx, Inc. relating to such information or observer’s attendance at such meeting would reasonably be expected board meetings; provided further that notwithstanding anything herein to adversely affect the contrary, the board of directors (or equivalent governing body) of Lxxxxxx, 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 between or to avoid a conflict of interest where the Company 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 (or such subsidiaryincluding all travel, meal and lodging expenses) and incurred by its counselobserver in connection with attending any meetings described above.