Common use of Board Observers Clause in Contracts

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). (b) If a Class A Member Transfers a number of Units equal to 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) to a third party, the Board may determine to grant such transferee the right to appoint one (1) Board Observer; provided, however, that such transferee’s designee for Board Observer shall not be appointed as a Board Observer unless such designee’s appointment is approved by the Board. (c) Without limiting Section 8.13(a) and Section 8.13(b), the Board may, by Supermajority Board Vote, permit a Member to appoint an observer to the Board (a “Board Observer”). (d) The Board Observers shall have the right to participate in any discussions taking place at a meeting of the Board, but shall not have any rights to participate in the vote of the Board. (e) The Company shall provide to each Board Observer copies of all notices, board materials, reports, minutes and consents at the time and in the manner as they are provided to the Directors; provided that each Board Observer shall be subject to the confidentiality obligations set forth in Section 11.1. Each Board Observer shall be entitled to be present in person as an observer at any meeting of the Board or, if a meeting is held by video or telephone conference, to participate therein for the purpose of listening thereto; provided that no Board Observer other than the CEO shall be under an obligation to the Company to attend or participate in any such meeting. Notwithstanding the foregoing, no Board Observer shall be entitled to receive any information or materials or be present at a meeting of the Board (or, if applicable, a portion of the meeting of the Board) where such information or materials are discussed if, in the reasonable judgment of the Board or its designee (i) the Board Observers having access to such information or materials would result in a waiver of any applicable legal privilege, or that (ii) disclosure of such information or materials to the Board Observers is not permitted under Applicable Law. Notwithstanding the foregoing, the Board may, at its discretion, exclude the CEO from discussions regarding executive compensation. (f) The provisions of Section 8.4(c), Section 8.4(d) and Section 8.8 shall apply to Board Observers, mutatis mutandis, as if the references to Directors therein were references to Board Observers.

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 an aggregate number of Class A Units and/or Class C Units equal to 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) observer to the Board (a “Board Observer”). If such Class A Member has appointed such Board Observer and, thereafter, ceases to hold an aggregate number of Class A Units and/or Class C Units equal to 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). (b) If a Member Transfers an aggregate number of Class A Member Transfers a number of Units and/or Class C Units equal to at least 1,250,000 Class A Units (calculated in aggregate and subject to adjustment in the event of any Unit split, Unit combination, reorganization, reclassification, recapitalization or the like) to a third party, the Board may determine to grant such transferee the right to appoint one (1) Board Observer; provided, however, that such transferee’s designee for Board Observer shall not be appointed as a Board Observer unless such designee’s appointment is approved by the Board. (c) Without limiting Section 8.13(a) and Section 8.13(b), the Board may, by Supermajority Board Vote, permit a Member to appoint an observer to the Board (a “Board Observer”). (d) The Board Observers shall have the right to participate in any discussions taking place at a meeting of the Board, but shall not have any rights to participate in the vote of the Board. (e) The Company shall provide to each Board Observer copies of all notices, board materials, reports, minutes and consents at the time and in the manner as they are provided to the Directors; provided that each Board Observer shall be subject to the confidentiality obligations set forth in Section 11.1. Each Board Observer shall be entitled to be present in person as an observer at any meeting of the Board or, if a meeting is held by video or telephone conference, to participate therein for the purpose of listening thereto; provided that no Board Observer other than the CEO shall be under an obligation to the Company to attend or participate in any such meeting. Notwithstanding the foregoing, no Board Observer shall be entitled to receive any information or materials or be present at a meeting of the Board (or, if applicable, a portion of the meeting of the Board) where such information or materials are discussed if, in the reasonable judgment of the Board or its designee (i) the Board Observers having access to such information or materials would result in a waiver of any applicable legal privilege, or that (ii) disclosure of such information or materials to the Board Observers is not permitted under Applicable Law. Notwithstanding the foregoing, the Board may, at its discretion, exclude the CEO from discussions regarding executive compensation. (f) The provisions of Section 8.4(c), Section 8.4(d) and Section 8.8 shall apply to Board Observers, mutatis mutandis, as if the references to Directors therein were references to Board Observers.

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 the Excluded Class A Member shall have the right, but not the obligation, to appoint one (1) Board Observer for so long as such the 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). (b) If a Class A Member Transfers a number of Units equal to 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) to a third party, the Board may determine to grant such transferee the right to appoint one (1) Board Observer; provided, however, that such transferee’s designee for Board Observer shall not be appointed as a Board Observer unless such designee’s appointment is approved by the Board. (c) Without limiting Section 8.13(a) and Section 8.13(b), the Board may, by Supermajority Board Vote, permit a Member to appoint an observer to the Board (a “Board Observer”). (d) The Board Observers shall have the right to participate in any discussions taking place at a meeting of the Board, but shall not have any rights to participate in the vote of the Board. (e) The Company shall provide to each Board Observer copies of all notices, board materials, reports, minutes and consents at the time and in the manner as they are provided to the Directors; provided that each Board Observer shall be subject to the confidentiality obligations set forth in Section 11.1. Each Board Observer shall be entitled to be present in person as an observer at any meeting of the Board or, if a meeting is held by video or telephone conference, to participate therein for the purpose of listening thereto; provided that no Board Observer other than the CEO shall be under an obligation to the Company to attend or participate in any such meeting. Notwithstanding the foregoing, no Board Observer shall be entitled to receive any information or materials or be present at a meeting of the Board (or, if applicable, a portion of the meeting of the Board) where such information or materials are discussed if, in the reasonable judgment of the Board or its designee (i) the Board Observers having access to such information or materials would result in a waiver of any applicable legal privilege, or that (ii) disclosure of such information or materials to the Board Observers is not permitted under Applicable Law. Notwithstanding the foregoing, the Board may, at its discretion, exclude the CEO from discussions regarding executive compensation. (f) The provisions of Section 8.4(c), Section 8.4(d) and Section 8.8 shall apply to Board Observers, mutatis mutandis, as if the references to Directors therein were references to Board Observers.