Board Observers. At any time during which there is an outstanding balance on the Tranche A Term Loan (as such capitalized term is defined in that certain Amended and Restated Credit Agreement dated October 15, 2009 (the “Credit Agreement”), among Xxxxxx Communications Company, LLC, Xxxxxx Publishing Group, LLC, the Lenders party thereto, and Tranche Manager, LLC, as Administrative Agent), Tranche Holdings, LLC, or its designee, shall be entitled to designate one (1) nonvoting observer (the “Observer”) to the Company’s Board of Directors and to all committees thereof. Such Observer shall be entitled to attend all Board meetings (which meetings shall generally be held telephonically) but will not be entitled to vote at any Board meeting. Such Observer shall be entitled to receive all consents, proposed consents or Board actions, documents, materials, information and notices (whether or not in writing) provided to the Board; provided, however, that the Company reserves the right to exclude such Observer from access to any material or meeting or portion thereof (only if 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 execute): (a) to preserve the attorney-client privilege; (b) to prevent a breach by the Board of Directors of its fiduciary duties; or (c) to avoid the impairment of the Company’s ability to enforce its rights under this Agreement in any bona fide dispute with the Observer. Such Observer may be removed from office only by Tranche Holdings, LLC, except that the Observer may be removed for cause by the Board of Directors in the event of willful misconduct or material breach of any confidentiality agreement with the Company or its affiliates; provided such Observer shall not be removed for cause until after Tranche Holdings, LLC has been notified of the Board’s intent to remove such person for cause and is given Tranche Holdings, LLC a reasonable amount of time to appoint another person as an Observer. Upon the payment and satisfaction in full of Tranche A Term Loan, Tranche Holdings, LLC shall cease to possess the right to designate an Observer, and any Observer so designated will automatically and without further action be removed from the Board. At any time during which there is an outstanding balance on the Tranche A Term Loan (as defined in the Credit Agreement), all travel a...
Board Observers. So long as BlueIO Growth, LLC and its affiliated funds, including Kodiak Venture Partners (collectively, “BlueIO Growth”) continues to own beneficially at least [2,500,000] shares of Registrable Securities, and so long as Continental continues to own beneficially at least [2,500,000] shares of Registrable Securities, the Company shall invite a representative of BlueIO Growth and a representative of Continental to attend all meetings of the Board, each in a nonvoting observer capacity and, in this respect, shall give each such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that each such representative shall agree to hold in confidence and trust with respect to all information so provided (and each such representative agrees to hold in confidence and trust information provided in such similar capacity prior to the date hereof); and provided further, that the Company reserves the right to withhold any information and to exclude each such representative 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 disclosure of trade secrets or a conflict of interest, or if BlueIO Growth, Continental or their respective representatives is a Competitor of the Company.
Board Observers. Each of Pfizer Inc. (“Pfizer”), S.R. One, Limited (“S.R. One”), AbbVie Inc. (“AbbVie”), Novo Holding A/S (“Novo”), Omega Fund V, L.P. (“Omega”), EcoR1 Capital Fund, L.P. (“EcoR1”) and Xxxxxxx X. Xxxxxxxx (“Xxxxxxxx”) shall have the right, in consultation with the appropriate officers of the Company to appoint one individual to attend any meetings of the Board of Directors in a nonvoting observer capacity, and, in this respect, the Company shall provide each such observer with copies of all notices, minutes, consents, and other materials that are provided to its directors; provided, however, any such information received by such observer shall be subject to the terms and conditions of Section 3.7, and any Investor appointing an observer shall be responsible for any unauthorized use or disclosure of such information by its appointed observer; and provided further, that the Company reserves the right to withhold in its discretion any such information, notice, minutes, consents and other materials and to exclude such 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 a conflict of interest or if such observer is (or represents or is affiliated with) a competitor of the Company. For purposes of this Section 3.5, it is agreed that no Investor that is an investment fund shall be deemed to be a competitor of the Company by reason of the activities of any direct or indirect portfolio company of such Investor. In making a determination as to whether any observer is (or represents or is affiliated with) a competitor for purposes of this paragraph (and with respect to excluding any observer from participation in any meeting or receipt of any information), the Board of Directors shall apply a reasonable and uniform standard so as to not discriminate against any one observer with respect to such determination or with respect to the receipt of such information or participation in any such meeting as compared to any other observer or any other member of the Board of Directors. In making a determination as to whether any observer’s presence would present a conflict of interest, the Board of Directors shall apply a reasonable and uniform standard so as to only request an observer not participate in portions of a meeting due to a conflict of interest to the same extent as it would ask another observer or a board member to not parti...
Board Observers. For purposes of Section 4.07 (Rights to Appoint Board Observers) of each SPV LLC Agreement, for so long as both the FRBNY and the UST own or hold any AIA/ALICO Preferred Units or AIA/ALICO Preferred Interests, the total number of Observers that the Consent Holder may appoint to the Board of Managers (as such terms are defined in the relevant SPV LLC Agreement) of each SPV shall be increased from two to four, and each of the FRBNY and the UST shall be entitled to appoint two individuals as “Observers”.
Board Observers. The Company shall invite two (2) individuals designated by a majority of the Investors to attend all meetings of the board of directors, and the board of directors of each subsidiary of the Company, if any, in a nonvoting observer capacity and, in this respect, give such representatives copies of all notices, minutes, consents, and other materials that it provides to its directors (collectively, the “Company Board Materials”); provided, however, that such representatives (each, a “Board Observer”) shall agree to hold in confidence and trust all Company Board Materials so provided; and, provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof, which access to such information or attendance at such meeting, if the Company believes, upon the advice of counsel, would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets or a conflict of interest, or if the Investors or their selected representatives is a direct competitor of the Company; provided that it is acknowledged and agreed that an Investor shall not be deemed a competitor solely on the basis of its (or its affiliates’) investments in companies that may be competitors of the Company. In addition, such Board Observer shall be entitled to reimbursement for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board or any committee thereof, or in connection with performing any duties on behalf of the Board, delegated to it in writing by the Board.
Board Observers. (a) If a Class A Member no longer has the right to nominate a Director as a result of operation of Section 8.10, but continues to hold at least 1,250,000 Class A Units (subject to adjustment in the event of any Unit split, Unit combination, reorganization, reclassification, recapitalization or the like), such Class A Member shall have the right, but not the obligation, to appoint one (1) Board Observer. If such Class A Member has appointed such Board Observer and, thereafter, ceases to hold at least 1,250,000 Class A Units (subject to adjustment in the event of any Unit split, Unit combination, reorganization, reclassification, recapitalization or the like), such Class A Member shall no longer have the right to appoint a Board Observer and the Board Observer appointed by such Class A Member shall automatically and immediately be removed from his or her position as such. Notwithstanding anything contained herein to the contrary, as of the Effective Date each Excluded Class A Member shall have the right, but not the obligation, to appoint one (1) Board Observer for so long as such Excluded Class A Member holds at least 1,250,000 Class A Units (subject to adjustment in the event of any Unit split, Unit combination, reorganization, reclassification, recapitalization or the like).
Board Observers. During the periods described below in this Section 2.10, each Quadrangle Entity and each CVC Entity shall have the right to appoint a representative (collectively, the “Board Representatives”) to attend each meeting of the Board as a non-voting observer, whether such meeting is conducted in person or by teleconference. The Board Representatives shall have the right to present matters for consideration by the Board and to speak on matters presented by others. Subject to the confidentiality provisions of this Section 2.10, the Company shall cause the Board Representatives to be provided with all communications and materials that are provided by the Company or its consultants to the members of the Board generally, at the same time and in the same manner that such communications and materials are provided to such members, including all notices, board packages, reports, presentations, minutes and consents. The Board Representatives shall be entitled to meet and consult with the senior executive management team of the Company on a quarterly basis to discuss the quarterly and annual business plans of the Company and the Company’s Subsidiaries and to review the progress of the Company and the Company’s Subsidiaries in achieving their plans. In addition, upon request to the chief executive officer of the Company, the members of the senior executive management team of the Company shall make themselves available during normal business hours to meet with the Board Representatives on an interim basis, as the Board Representatives may reasonably request from time to time. The Company shall use its reasonable best efforts to notify the Board Representatives of any significant business issues or initiatives affecting the Company or the Company’s Subsidiaries, such as changes in the Company’s capital structure, incurrence of any significant indebtedness, significant business acquisitions, dispositions or similar transactions, developments or proposals entailing a potentially significant liability, nomination of directors, appointment or election of senior management personnel, and adoption of contracts, plans or other compensation arrangements covering senior management personnel. Whenever reasonably practicable, such notice shall be provided to the Board Representatives in a manner that affords the Board Representatives an opportunity to consult with the Company prior to any significant action on such issues or initiatives. Upon reasonable request by the Board Representat...
Board Observers. (i) (w) Warburg Pincus shall have the right to appoint two (2) observers (the "Warburg Pincus Observers"), (x) from the date hereof until the 30-month anniversary of such date, Xxxxx Xxxxxx and Xxxxx Xxxxxxxx shall have the right to appoint themselves observers (each, a "Management Observer"), (y) from the date hereof until the New Investors and the Subsequent Investors purchase 15,333,333 shares of Preferred Stock in the aggregate, the Other Investors Owning a majority of those shares of Common Stock Owned by such Other Investors shall have the right to appoint one (1) observer (the "Other Investor Observer") and (z) Xxxxxxx Wesleyan College shall have the right to appoint one (1) observer subject to the terms and conditions of the Consent of Xxxxxxx Wesleyan College Including Amendment to License, dated November 12, 2003, between Xxxxxxx Wesleyan College and the Company (the "RWC Observer" and, together with the Warburg Pincus Observers, the Management Observers and the Other Investor Observer, the "Observers"), who, subject to their entering into a confidentiality agreement substantially similar to Section 4 hereof, may attend and participate in all meetings of the Board or the board of any subsidiary of the Company, and, in the case of the Warburg Pincus Observers, any committees thereof; provided that the aforementioned Investors will notify the Company from time to time of the identity of their respective Observers and such Observer's address (including facsimile) for communications; and further provided that any Observer may be excluded from any such meeting (unless such Observer is also a director serving on the board in question at such time or, in the case of a Warburg Pincus Observer, the committee in question) to the extent the board or committee in question determines in good faith that such exclusion is required to preserve any evidentiary privilege, or any portion of any such meeting during which the respective interests of the Company or the subsidiary in question and those of one or more of the Investors who appointed the Observer in question conflict as to the matter(s) to be discussed or actions to be taken (in the good faith judgment of the board or committee in question).
Board Observers. The Company agrees that, from the effective time of the Registration Statement until consummation of the Business Combination, NGC shall have the right to designate two (2) observers to the Board, each of which shall have the right to receive notice of and to attend any and all meetings of the Board during such period, but neither of which shall have the right to vote on any matter that shall come before the Board or otherwise have any powers of a member of the Board. The Company shall take any such actions as necessary to give effect to the foregoing.
Board Observers. The parties agree that for so long as a Stockholder’s Aggregate Ownership Interest is greater than or equal to five percent (5%), such Stockholder shall have the right to have one (1) representative attend Board meetings as a non-voting participant.
