Common use of Board Observer Clause in Contracts

Board Observer. From and after July 1, 2014, so long as (a) 100% of the Shares continue to be Beneficially Owned by the Purchaser and (b) there is no member of the Company’s Board of Directors, other than the Company’s Chief Executive Officer, that has relevant experience in the cold beverage industry, as determined by the Purchaser in its sole discretion, the Purchaser will have the right to designate a representative (the “Board Observer”) to act as a non-voting observer of meetings of the Board of Directors with the right to receive notice of and attend or otherwise participate in all meetings of the Board of Directors and to receive all information furnished to the Company’s directors at the same time as it is so furnished; provided that (i) the Board of Directors will have the right to approve the Board Observer (such approval not to be unreasonably withheld, conditioned or delayed) and (ii) the Board of Directors may exclude the Board Observer from such portions of any meeting where the Board of Directors reasonably determines that such exclusion is necessary to preserve attorney-client privilege or to avoid a conflict of interest. The Purchaser, in consideration of its attendance and participation at such meetings, hereby agrees to cause the Board Observer to be bound by and comply with the Company’s confidentiality, trading windows and black-out policies applicable to insiders and others receiving the Company’s confidential and proprietary information in the forms provided to the Purchaser prior to the date of this Agreement, as amended from time to time (provided that no such policies shall restrict the Board Observer from making disclosures of information to Purchaser and its Affiliates, it being understood that any information so disclosed will be subject to the first sentence of Section 5.4).

Board Observer. From and after July 1, 2014, For so long as (a) 100% of the Shares continue to be Beneficially Owned by the Purchaser and (b) there is no member of the Company’s Board of Directors, other than the Company’s Chief Executive Officer, that has relevant experience in the cold beverage industry, as determined by the Purchaser in its sole discretionentitled to designate a director under Section 5.4, the Purchaser will have the right to designate a representative (the “Board Observer”) to act as a non-voting observer of meetings of the Board of Directors with the right to receive notice of and attend or otherwise participate in all meetings of the Board of Directors and to receive all information furnished to the Company’s directors at the same time as it is so furnished; provided that (ia) the Board of Directors will have the right to approve the Board Observer (such approval not to be unreasonably withheld, conditioned or delayed) and (iib) the Board of Directors may exclude the Board Observer from such portions of any meeting where the Board of Directors reasonably determines that such exclusion is necessary to preserve attorney-attorney- client privilege or to avoid a conflict of interest. The Purchaser, in consideration of its attendance and participation at such meetings, hereby agrees to cause the Board Observer to be bound by and comply with the Company’s confidentiality, trading windows and black-out policies applicable to insiders and others receiving the Company’s confidential and proprietary information in the forms provided to the Purchaser prior to the date of this Agreementhereof, as amended from time to time (provided that no such policies shall restrict the Board Observer from making disclosures of information to the Purchaser and its Affiliates, it being understood that any information so disclosed will be subject to the first sentence of Section 5.45.2).

Board Observer. From and after July 1, 2014, For so long as (ai) 100% of the Shares continue to be Beneficially Owned by the Purchaser (together with its Affiliates) has Beneficial Ownership of a number of shares of Common Stock not less than the Closing Shares (as adjusted for any stock splits, stock dividends, recapitalizations or similar transactions) and (bii) there is no member of the Company’s Board of Directorsdoes not exist a Material Breach (each, other than the Company’s Chief Executive Officer, that has relevant experience in the cold beverage industry, as determined by the Purchaser in its sole discretiona “Termination Event”), the Purchaser will have the right to designate a representative (the “Board Observer”) to act as a non-voting observer of meetings of the Board of Directors with the right to receive notice of and attend or otherwise participate in all meetings of the Board of Directors and to receive all information furnished to the Company’s directors at the same time as it is so furnished; provided that (ia) the Board of Directors will have the right to approve the Board Observer (such approval not to be unreasonably withheld, conditioned or delayed) and (iib) the Board of Directors may exclude the Board Observer from such portions of any meeting where the Board of Directors reasonably determines that such exclusion is necessary to preserve attorney-client privilege or to avoid a conflict of interest. The Purchaser, in consideration of its attendance and participation at such meetings, hereby agrees to cause the Board Observer to be bound by and comply with the Company’s confidentiality, trading windows and black-out policies applicable to insiders and others receiving the Company’s confidential and proprietary information in the forms provided to the Purchaser prior to the date of this Agreementhereof, as amended from time to time (provided that no such policies shall restrict the Board Observer from making disclosures of information to the Purchaser and its Affiliates, it being understood that any information so disclosed will be subject to the first sentence of Section 5.45.2).

Board Observer. From and after July 1, 2014, For so long as (a) 100% of the Shares continue to be Beneficially Owned by the Purchaser and (b) there is no member of the Company’s Board of Directors, other than the Company’s Chief Executive Officer, that has relevant experience in the cold beverage industry, as determined by the Purchaser in its sole discretionentitled to designate a director under Section 5.4, the Purchaser will have the right to designate a representative (the “Board Observer”) to act as a non-voting observer of meetings of the Board of Directors with the right to receive notice of and attend or otherwise participate in all meetings of the Board of Directors and to receive all information furnished to the Company’s directors at the same time as it is so furnished; provided that (ia) the Board of Directors will have the right to approve the Board Observer (such approval not to be unreasonably withheld, conditioned or delayed) and (iib) the Board of Directors may exclude the Board Observer from such portions of any meeting where the Board of Directors reasonably determines that such exclusion is necessary to preserve attorney-client privilege or to avoid a conflict of interest. The Purchaser, in consideration of its attendance and participation at such meetings, hereby agrees to cause the Board Observer to be bound by and comply with the Company’s confidentiality, trading windows and black-out policies applicable to insiders and others receiving the Company’s confidential and proprietary information in the forms provided to the Purchaser prior to the date of this Agreementhereof, as amended from time to time (provided that no such policies shall restrict the Board Observer from making disclosures of information to the Purchaser and its Affiliates, it being understood that any information so disclosed will be subject to the first sentence of Section 5.45.2).

Board Observer. From and after July 1, 2014, For so long as BCP and its Affiliates collectively beneficially owns at least 10% of the outstanding shares of Common Stock, BCP shall have the right to appoint one non-voting observer to the Board (the “BCP Observer”), and the BCP Observer shall be entitled to (a) 100% receive contemporaneously the same notice and other materials in respect of all meetings of the Shares continue Board as are furnished to be Beneficially Owned by members of the Purchaser and Board, together with an agenda for any such meetings, (b) there is no attend all meetings of the Board and (c) participate in all discussions conducted at meetings of the Board; provided that, the (i) BCP Observer shall not be considered a “Director” or otherwise constitute a member of the Company’s Board and shall in no event be entitled to vote on any matters presented to the Board, (ii) the BCP Observer shall agree to hold in confidence and trust (consistent with Section 4 of Directorsthis Agreement) and to act in a fiduciary manner with respect to all information provided or obtained as the BCP Observer as a condition to the Company complying with the foregoing clauses (a) through (c) of this Section 3, and (iii) the Company may exclude the BCP Observer from attending any portion of Board meetings and participation in discussions conducted at meetings of the Board and/or withhold any materials if such attendance or participation or access to such materials (A) could adversely affect the attorney-client privilege between Company and its counsel or (B) would reasonably be expected to result in a conflict of interest between BCP and its Affiliates or the BCP Observer, on the one hand, and the Company and its subsidiaries, on the other than hand. The BCP Observer may be removed and/or replaced at any time by (and only by) BCP by providing notice thereof to the Company’s Chief Executive Officer or Chief Financial Officer, that has relevant experience in the cold beverage industry, as determined by the Purchaser in its sole discretion, the Purchaser will have the right to designate a representative (the “Board Observer”) to act as a non-voting observer of meetings of the Board of Directors with the right to receive notice of and attend or otherwise participate in all meetings of the Board of Directors and to receive all information furnished to the Company’s directors at the same time as it is so furnished; provided that (i) the Board of Directors will have the right to approve the Board Observer (such approval not to be unreasonably withheld, conditioned or delayed) and (ii) the Board of Directors may exclude the Board Observer from such portions of any meeting where the Board of Directors reasonably determines that such exclusion is necessary to preserve attorney-client privilege or to avoid a conflict of interest. The Purchaser, in consideration of its attendance and participation at such meetings, hereby agrees to cause the Board Observer to be bound by and comply with the Company’s confidentiality, trading windows and black-out policies applicable to insiders and others receiving the Company’s confidential and proprietary information in the forms provided to the Purchaser prior to the date of this Agreement, as amended from time to time (provided that no such policies shall restrict the Board Observer from making disclosures of information to Purchaser and its Affiliates, it being understood that any information so disclosed will be subject to the first sentence of Section 5.4).

Board Observer. From The Company hereby agrees that, from the IPO Closing and after July 1at all times thereafter until immediately prior to the Business Combination Closing, 2014, so long as (a) 100% one representative of the Shares continue to be Beneficially Owned by the Purchaser and (b) there is no member of the Company’s Board of Directors, other than the Company’s Chief Executive Officer, that has relevant experience in the cold beverage industry, as determined by the Purchaser in its sole discretion, the Purchaser will have the right to designate a representative (the “Board Observer”) will be invited to act as a non-voting observer of attend meetings of the Board of Directors with in an observer capacity and receive all materials distributed to the Board as and when so distributed (subject to the limitations set forth in clause (ii) below); provided, however, that such Board Observer shall not have the right to receive notice of and attend vote on any matter that shall come before the Board, shall not be entitled to offer any motions or resolutions to the Board or otherwise participate have any powers of a member of the Board; provided further, however, that (i) such Board Observer and the Purchaser shall agree to hold in confidence all materials distributed to the Board and all non-public information provided by the Company in connection with meetings of the Board and anything non-public learned during the meetings of Directors and to receive all information furnished to the Company’s directors at the same time as it is so furnished; provided that (i) the Board of Directors will have (collectively, the right to approve the “Board Observer (such approval not to be unreasonably withheld, conditioned or delayedInformation”) and (ii) the Company reserves the right to withhold any Board of Directors may exclude Information and to rescind the invitation for such Board Observer to attend any meeting or portion thereof if the Board Observer from such portions of any meeting where the Board of Directors determines in good faith, following consultation with outside counsel, that it is reasonably determines that such exclusion is necessary to (1) act in the best interest of the Company or (2) preserve attorney-client privilege privilege, provided further, however, that only the part or portion of the Board Information that is in the best interest of the Company to avoid a conflict of interest. The Purchaser, in consideration of its attendance and participation at such meetings, hereby agrees to cause be withheld or is privileged is so withheld from the Board Observer to be bound by and comply with the Company’s confidentiality, trading windows and black-out policies applicable to insiders and others receiving Board Observer is excluded only from the Company’s confidential and proprietary information in related portion of the forms provided to the Purchaser Board meeting. Not later than 2 Business Days prior to the date of this Agreementthe IPO Closing, as amended from time to time (provided that no such policies the Purchaser shall restrict notify the Company in writing of the name and contact information of the Board Observer from making disclosures of information Observer. The Company shall be entitled to rely on such notice until it is revoked in writing by the Purchaser and its Affiliates, it being understood that any information so disclosed will be subject a new notice is delivered to the first sentence of Company in accordance with Section 5.4)10(a) hereof.

Board Observer. From and after July 1, 2014, For so long as (a) 100% of the Shares continue to be Beneficially Owned by the Purchaser and (b) there is no member of the Company’s Board of Directors, other than the Company’s Chief Executive Officer, that has relevant experience in the cold beverage industry, as determined by the Purchaser in its sole discretionentitled to designate a director under Section 5.3, the Purchaser will have the right to designate a representative (the “Board Observer”) ), initially to be Dr. August Xxxxxxxx, to act as a non-voting observer of meetings of the Board of Directors with the right to receive notice of and attend or otherwise participate in all meetings of the Board of Directors and to receive all information furnished to the Company’s directors at the same time as it is so furnished; provided that (ia) the Board of Directors will have the right to approve the Board Observer (such approval not to be unreasonably withheld, conditioned or delayed) ), provided that Dr. August Xxxxxxxx is hereby deemed approved, and (iib) the Board of Directors may exclude the Board Observer from such portions of any meeting where the Board of Directors reasonably determines that such exclusion is necessary to preserve attorney-client privilege or to avoid a conflict of interest. The Purchaser, in consideration of its attendance and participation at such meetings, hereby agrees to cause the Board Observer to be bound by and comply with the Company’s confidentiality, trading windows and black-out policies applicable to insiders and others receiving the Company’s confidential and proprietary information in the forms provided to the Purchaser prior to the date of this Agreementhereof, as amended from time to time (provided that no such policies shall restrict the Board Observer from making disclosures of information to the Purchaser and its Affiliates, it being understood that any information so disclosed will be subject to the first sentence of Section 5.45.1).