Board of Directors Observation Rights. (a) Until the closing of -------------------------------------- - a Qualified Public Offering, each Stockholder agrees that from and after the date of this Agreement it will use its best efforts to nominate and elect, and will vote all of the shares of Stock owned or held of record by such Stockholder to elect and, thereafter, for such period, to continue in office a Board consisting of ten members, who will be designated for nomination and election as follows: (i) so long as GECC and its Affiliates continue to own at least 10% of - the Company's Common Stock (assuming conversion of Preferred Stock into Common Stock), GECC may designate for nomination and election three directors; so long as GECC and its Affiliates continue to own less than 10% but at least 5% of the Company's Common Stock (assuming conversion of Preferred Stock into Common Stock), GECC may designate for nomination and election two directors and (ii) -- iXL may designate for nomination and election all the directors not designated for nomination and election by GECC. The rights of GECC set forth in the previous sentence are personal in nature and unassignable by GECC, notwithstanding anything to the contrary contained herein, other than to an Affiliate thereof other than GEFA. The parties agree that the failure by GECC to so designate for nomination and election will not constitute a waiver by GECC of such right to do so in the future. The Persons designated pursuant to this Section 9.1 for nomination and election by iXL and GECC, as the case may be, may be changed from time to time by the nominating Person, so long as GECC has a representative on the Board, it shall have representation on each committee created by the Board proportional to its rights to representation hereunder or under the Investors Agreement, provided, that with respect to the compensation -------- committee, GECC will have the right to appoint one of the three members to such committee and, provided further, that the Company will not create an executive -------- -------- committee or other committee which is entitled to exercise any power or authority of the Board without the need for subsequent Board approval with respect thereto (except for an audit committee and a compensation committee). GECC's designees on the Board or each committee, as the case may be, may not be officers of GEFA.
(b) From and after the closing of a QPO, the Company will cause to be - nominated and the Stockholders will vote to elect (i) three d...
Board of Directors Observation Rights. So long as Purchaser shall meet the Shares Condition or the Common Stock Condition, each of Parent and the Company shall cause its board of directors to hold a meeting at least once during each fiscal quarter. So long as the Purchaser shall meet the Shares Condition or the Common Stock Condition any of the Shares, the Purchaser may at its option designate by written notice to Parent and the Company a representative (the “Observer”), who shall have the right to attend all meetings of the board of directors of any NYTEX Party, and of any committees of such boards of directors, as applicable, without voting on or consenting to any matters presented at such meetings. The Observer shall be entitled to receive copies of all notices of meetings of the board of directors of such NYTEX Party and of any such committee, and all written materials distributed to members thereof in connection with such meetings, in each case at the same time and in the same manner as the members of such board of directors or committee (as the case may be) receive such notices or materials. If such board of directors or committee proposes to take any action by written consent in lieu of a meeting, Parent or the Company will give written notice thereof to the Observer prior to the effective date of such consent describing in reasonable detail the nature of such action, together with copies of any written materials distributed to directors in connection therewith.
Board of Directors Observation Rights. So long as a Major Investor or its Affiliates owns at least thirty percent (30%) of the Preferred Stock originally purchased by such Investor pursuant to the Purchase Agreement, the Series D Preferred Purchase Agreement dated as of March 18, 2016 between the Company and certain of the Investors, the Series C Preferred Purchase Agreement dated as of November 14, 2012 between the Company and certain of the Investors, the Series B Preferred Purchase Agreement dated as of August 15, 2011 between the Company and certain of the Investors, and the Series A Preferred Purchase Agreement dated as of June 20, 2007 between the Company and the Investors, the Company shall allow one representative of such Investor to attend and participate in all meetings and other business activities of the Board of Directors and all committees thereof in a non-voting capacity (each an “Observer”, and collectively, the “Observers”). The Company shall (i) give the Investors notice of all such meetings, at the same time as such notice is furnished to the members of the Board of Directors, (ii) provide to each Observer all notices, documents and information furnished to the Board of Directors, (iii) notify each Observer and permit each Observer to participate by telephone in emergency meetings of such Board of Directors and all committees thereof, (iv) provide each Observer copies of the minutes of all such meetings at the time such minutes are furnished to the Board of Directors. Notwithstanding the foregoing, the Company, in its sole discretion, shall have the right to withhold such materials or exclude any or all Observers from a portion of a meeting if delivery of such material or attendance at such portion of a meeting would, in the reasonable judgment of the Company’s general counsel or outside counsel, render any attorney-client privilege of the Company ineffective or otherwise limited in any material respect. The Company shall not be responsible for reimbursing any expenses incurred by Observers in pursuing their observation rights.
Board of Directors Observation Rights. BOARD OF DIRECTORS. ------------------- The number of directors constituting the Board of Directors of the Company (the "Board") and the Board of Directors of each Subsidiary (each, a "Subsidiary Board"), as fixed from time to time by the Board of Directors of the Company or any Subsidiary in accordance with the Company's or each Subsidiary's By-laws, shall be five. At the option of the Purchasers at anytime, the Company shall use its best efforts to cause two individuals appointed by the Purchasers to be nominated and elected to the Board and each Subsidiary Board, and any committee thereof (the "Purchasers' Directors"). The Purchasers' Directors shall be removed without cause only by the Purchasers. The provisions of clause (i) notwithstanding, at any time and from time to time, the Purchasers shall have the right to remove any or both of Purchasers' Directors from the Board and each Subsidiary Board and, in such case, the Purchasers shall be entitled to appoint an observer or observers (in addition to the Purchaser's Current Observers (as hereinafter defined)) to serve as an observer or observers at all meetings of the Board and each Subsidiary Board, and any committees thereof (the "Purchasers' Replacement Observers"). The Purchasers' Replacement Observers shall have all of the rights of the Purchasers' Current Observers (as hereinafter defined). At the election of the Purchasers at any time and from time to time, the Company shall use its best efforts to cause the Purchasers' Replacement Observers, or, at the Purchasers' option, individuals appointed by the Purchasers in place of the Purchasers' Replacement Observers, to again be nominated and elected to the Board and each Subsidiary Board, and any committee thereof. The Purchasers shall not be entitled to appoint more than two individuals to the Board or each Subsidiary Board, or any committee thereof, as a result of this clause (ii). Such procedure shall be repeated at any time and from time to time at the option of the Purchasers. The Company shall pay, or reimburse, the Purchasers' Directors or the Purchasers' Replacement Observers, as the case may be, for all travel and related expenses incurred by the Purchasers' Directors, or the Purchasers' Replacement Observers, as the case may be, in connection with attending such meetings and monitoring the Purchasers' investment in the Convertible Debentures. The Company shall also pay for, or reimburse, the Purchasers for the travel and related expenses i...
Board of Directors Observation Rights. For so long as each (or an Affiliate) holds 750,000 Shares, the Company shall allow each of the Founders and one representative of each of ARCH, Razor’s Edge, Schlumberger, UTEC, SAEV, TAO Invest, Cormorant and Northpond to attend and participate in all meetings and other business activities of the Board of Directors and all committees thereof in a nonvoting capacity (each observer appointed pursuant to this Agreement or pursuant to any management rights letter issued by the Company on the date hereof, an “Observer”, and collectively, the “Observers”). The Company shall (i) give the Observers notice of all such meetings, at the same time as such notice is furnished to the members of the Board of Directors, (ii) provide to each Observer all notices, documents and information furnished to the Board of Directors at the same time and by the same means, to the extent reasonably practicable under the circumstances, so provided, (iii) notify each Observer and permit each Observer to participate by telephone in emergency meetings of such Board of Directors and all committees thereof, (iv) provide each Observer copies of the minutes of all such meetings at the time such minutes are furnished to the Board of Directors; provided, however, that such Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided. Notwithstanding the foregoing, the Board of Directors, in its sole discretion, shall have the right to withhold such materials or exclude any or all Observers from all or part of any meeting of the Board of Directors.
Board of Directors Observation Rights. The TCW/Crescent Investors as a group so long as any TCW/Crescent Investor is a Holder and each Holder (other than the Purchaser) of, together with its Affiliates as a group, at least $15,000,000 in aggregate principal amount of the Notes, shall have the right to have one representative, who shall be reasonably acceptable to the Company, present (whether in person or by telephone) at all meetings of the Board of Directors of the Company, Sweetheart, Sweetheart Cup and Fonda; provided that such representative shall not be entitled to voxx xx such meetings. The Company shall send to such representative all of the notices, information and other materials that are distributed to the directors of the Company, Sweetheart, Sweetheart Cup and Fonda; provided, however, that upon the request of such representatixx, xhe Company shall refrain from sending such notices, information and other materials for so long as such representative shall request. Each Holder having a right to a representative pursuant to this Section 4.22 shall provide notice to the Company of the identity and address of, or any change with respect to the identity or address of, such representative. The Company shall reimburse each such representative for the reasonable out-of-pocket expenses of such representative incurred in connection with the attendance at such meetings.
Board of Directors Observation Rights. (a) The Company shall provide the Purchaser the right to have one representative present (whether in person or by telephone, at the option of the Purchaser) at all meetings of the Board of Directors of the Company and all Committees of such Board (including its Audit Committee and Compensation Committee); provided, that (1) such representative shall not be entitled to vote at such meetings and (2) such representative shall not be entitled to attend that portion of meetings during which the Board of Directors or any Committee of such Board shall discuss (i) any matter which the Board of Directors or such Committee believes, in good faith, would represent a conflict of interest vis-a-vis the Purchaser, or (ii) any matter which, in the reasonable written opinion of the Company's counsel, is entitled to attorney/client privilege.
(b) The Company shall provide the Purchaser with a notice of each meeting of the Board of Directors of the Company or its Committees as is distributed to its directors or members, as the case may be, in accordance with the Company Charter Documents together with all materials that are distributed to the directors or members, as the case may be, pertaining to such meeting.
Board of Directors Observation Rights. (a) The Company shall provide each Purchaser the right to have one representative present (whether in person or by telephone) at all meetings of the board of directors of the Company and its executive committee; provided, that such representative shall not be entitled to vote at such meetings; provided further, that such representative shall not be entitled to attend that portion of meetings during which the board of directors shall discuss (a) any matter which the board of directors believes, in good faith, would represent a conflict of interest vis-a-vis such Purchaser, or (b) any matter which, in the reasonable written opinion of the Company's counsel, is entitled to attorney/client privilege; provided further, that once the Company has paid all principal of and interest on the Notes and all other amounts due under this Agreement and the Notes, each Purchaser shall have the right to have one representative present (whether in person or by telephone) only at the regularly scheduled quarterly meetings of the board of directors of the Company and its executive committee (provided that the payment of all principal and interest on the Notes and all other amounts due under this Agreement and the Notes shall not affect the Purchasers' rights to receive notices of all meetings and materials distributed for all meetings of the board of directors of the Company and its executive committee pursuant to Section 7.02(b)).
(b) The Company shall provide each Purchaser with a notice of each meeting of the board of directors of the Company or its executive committee as is distributed to its directors or members, as the case may be, in accordance with the Company Charter Documents together with all materials that are distributed to the directors or members, as the case may be, pertaining to such meeting.
Board of Directors Observation Rights. For the period commencing on the Closing Date and ending on the earliest to occur of (a) a Qualified Public Offering and (b) the date on which the Purchaser first ceases to be a Significant Holder (such period, the "Observation Period"), Holdings shall provide the Purchaser the right to have one representative present (whether in person or by telephone) at all meetings of the Board of Directors of Holdings; provided, that such representative shall not be entitled to vote at such meetings; provided further, that such representative shall not be entitled to attend that portion of meetings during which the Board of Directors shall discuss any rights of Holdings vis-a-vis the Purchaser. During the Observation Period, Holdings shall provide the Purchaser with a notice of each meeting of the Board of Directors of
Board of Directors Observation Rights. The Company shall permit one representative of (i) Domain Partners VII, L.P. (“Domain”), to be designated by Domain (the “Domain Observer”), and (RMI Investments S.a.r.l. (“RMI”), to be designated by RMI (the “RMI Observer”), to attend all meetings (whether in person, telephonic or otherwise) of the Board of Directors in a non-voting, observer capacity. In addition, but subject to the Domain Observer’s and RMI Observer’s execution of a confidentiality agreement with the Company, the Company shall provide to the Domain Observer and RMI Observer, concurrently with the members of the Board of Directors, and in the same manner, notice of such meeting and a copy of all materials provided to such members, including all materials provided to such members in connection with any action to be taken by the Board of Directors without a meeting. Notwithstanding the foregoing, if the Board of Directors determines in good faith that exclusion of Domain’s representative or RMI representative, as applicable, or omission of the information to be provided to Domain’s representative or RMI’s representative, as applicable, pursuant to this Section 2.5 is necessary to (i) preserve the attorney client privilege (such determination in the case of this clause to be based on the advice of counsel to the Company), (ii) avoid a conflict of interest between the Company and Domain (including affiliates of Domain) or the Company and RMI (including affiliates of RMI, as applicable or (iii) avoid a breach of any contractual nondisclosure obligation to which the Company is bound, then the Company shall have the right to exclude Domain’s representative or RMI’s representative, as applicable, from portions of meetings of the Board of Directors in which such information is discussed, as applicable, or omit to provide the Domain representative or RMI representative, as applicable, with certain information, in each case to the extent deemed necessary by the Board of Directors.
