Board of Directors Observer. Each of Francisco Partners, Xxxxxxxx, Xxxxxx Xxxxxxx and EdgeStone, as the case may be, shall have the option at its sole discretion, at any time and from time to time, to designate an observer representative to receive notice of and attend meetings of the Board of Directors and meetings of any committee of the Board of Directors (the “Observer”), provided the Observer agrees to be bound by the confidentiality obligations set forth in Section 10.1. The Observer shall have no right to vote as a director of the Corporation with respect to any matter and shall not be included in any determination as to whether a quorum for any particular meeting exists. The minutes of each meeting of the Board of Directors or any such committee at which the Observer is present shall record that the Observer was present and acting in the capacity as an observer and not as a director. The Corporation shall pay the Observer’s reasonable out of pocket expenses incurred to attend any meeting of the Board of Directors or any committee of the Board of Directors. The rights of Francisco Partners in this Section 2.7 shall terminate once Francisco Partners is no longer entitled to nominate a director under Section 2.2, and the rights of Xxxxxxxx in this Section 2.7 shall terminate once Xxxxxxxx is no longer entitled to nominate a director under Section 2.2. The rights of EdgeStone in this Section 2.7 shall terminate once the EdgeStone Group no longer holds at least 50% of the Common Shares (calculated on an as-if converted to Common Shares basis) held by the EdgeStone Group on the date hereof and reflected on Schedule D. The rights of Xxxxxx Xxxxxxx in this Section 2.7 shall terminate once the MS Investors no longer hold at least 25% of the Common Shares (calculated on an as-if converted to Common Shares basis) held by them on the date hereof and reflected on Schedule D.
Board of Directors Observer. For a period of 36 months from the Effective Date, the Company shall allow an observer designated by you and acceptable to the Company, to receive notice of and to attend all meetings of the Board of Directors of the Company. Such observer shall have no voting rights, and shall be reimbursed by the Company for all reasonable out-of-pocket expenses incurred in attending such meetings. The Company shall hold at least four meetings per year during this period. The observer will be indemnified by the Company (to the same extent the Company provides for indemnification of its directors) against any claims arising out of his participation at Board meetings.
Board of Directors Observer. At any time when there is no GRM Director on the Board of Directors of CyberDefender as provided in Section 1.5, so long as GRM owns Common Stock, or holds warrants which grant GRM the right to purchase Common Stock of CyberDefender (whether vested or unvested), which collectively constitute at least five percent (5%) of CyberDefender’s issued and outstanding Common Stock on a fully diluted basis, GRM shall have the right to appoint one (1) Board of Directors observer (the “Observer”) upon written notice to CyberDefender, which Observer shall be selected in GRM's sole discretion. GRM may change the Observer for any reason at any time upon written notice to CyberDefender. CyberDefender shall invite the Observer to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give the Observer copies of all notices, minutes, consents and other materials that CyberDefender provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that the Observer shall agree to hold in confidence and trust all information so provided and provided further that CyberDefender reserves the right to withhold any information and to exclude the 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 CyberDefender and its counsel.
Board of Directors Observer. During the period from the date hereof through and including the date on which the Purchasers no longer own collectively at least 50% of the Shares (the "Consultation Period"), the Purchasers shall be able to appoint a representative to attend meetings of the Board of Directors of the Company, to change the representative so appointed at any time and, upon the resignation of such representative for any reason, to reappoint such a representative. In addition, the Company shall provide the Purchasers with a copy of any materials to be distributed or discussed at such meetings at the same time as provided to members of the Board of Directors.
Board of Directors Observer. For as long as the License remains in effect pursuant to the terms of the License and Collaboration Agreement, (a) the Purchaser shall be entitled to designate one individual (the “Observer”) to attend all meetings of Company’s board of directors (the “Board”) in a nonvoting observer capacity and (b) the Company shall provide the Observer with copies of all notices, minutes, consents, and other material that it provides to the members of the Board in their capacity as such. For the avoidance of doubt, (x) the Observer may participate in discussions of matters brought to the Board, (y) the Purchaser’s right to designate the Observer as set forth in this Section 3.1 shall automatically terminate upon the termination of the License pursuant to the terms of the License and Collaboration Agreement, and (z) the Observer shall be a standing invitee to all meetings of the Board, but shall not be considered a member of the Board.
Board of Directors Observer. For so long as Purchaser or any of its Affiliates shall continue to hold all or any portion of the Note or the Warrant, Company shall use its best efforts to cause a designee of Purchaser to be elected to the Board of Directors of Company; PROVIDED, HOWEVER, that if Purchaser shall elect not to designate a member of the Board of Directors, then Purchaser may designate one individual (the "Observer") to attend all meetings of the Board of Directors of Company (and any committees thereof) in a non-voting observer capacity. The Observer shall be entitled to receive all reports, presentations and materials as if the Observer were a member of the Board. Company shall reimburse such member of the Board of Directors and the Observer for any reasonable expenses incurred in connection with meetings of the Board of Directors and committees thereof.
Board of Directors Observer. From the Closing Date and continuing thereafter for so long as the Purchasers (or any of their respective affiliates) beneficially own, in the aggregate, at least 25% of the 2006 Preferred Stock issued hereunder, the Purchasers shall have the right, but not the obligation, to appoint one Person to serve as an observer of meetings of the Board of Directors (the "Observer"), who shall be afforded notice of and the right to participate, as an observer only, in meetings of the Board of Directors, provided, that the Company may exclude the Observer from participation in meetings of the Board of Directors if and to the extent that the Board of Directors, as determined in the discretion of its Chairman, determines in good faith that such exclusion is appropriate to preserve the Company's attorney-client privilege with respect to matters before the Board of Directors, and provided, further, that the Observer shall have executed and delivered to the Company a written confidentiality agreement, in a form determined by the Company, with respect to matters discussed by the Board of Directors and the Observer's compliance with Company policies and procedures and applicable securities laws. The Observer shall be determined from time-to-time by the Purchasers holding at least 65% of the shares of 2006 Preferred Stock then outstanding, and the Purchasers shall notify the Company of the identity of and contact information for the Observer, and shall promptly notify the Company in the event that the Observer ceases for any reason to so act or shall be replaced. The Company reserves the right to object to any Person selected by the Purchasers to serve as an Observer, or to exclude an Observer from participation in relevant meetings of the Board of Directors, if and to the extent that such Person is engaged in a business which is or may be in competition with the Company in any market in which the Company currently operates, provided, however, that the Company acknowledges that certain of the Purchasers may be investment or similar funds that may from time to time invest in competitors of the Company and that any such investment shall not be a reason to object to or exclude an Observer.
Board of Directors Observer. The Purchasers shall have the right, but not the obligation, to appoint one Person to serve as an observer of meetings of the Board of Directors (the "Observer"), who shall be afforded notice of and the right to participate, as an observer only, in meetings of the Board of Directors, provided, that the Company may exclude the Observer from participation in meetings of the Board of Directors if and to the extent that the Board of Directors, as determined in the discretion of its Chairman, determines in good faith that such exclusion is appropriate to preserve the Company's attorney-client privilege with respect to matters before the Board of Directors, and provided, further, that the Observer shall have executed and delivered to the Company a written confidentiality agreement, in a form determined by the Company, with respect to matters discussed by the Board of Directors and the Observer's compliance with Company policies and procedures and applicable securities laws. The Observer shall be determined from time-to-time by the Purchasers holding at least 51% of the shares of Preferred Stock then outstanding, and the Purchasers shall notify the Company of the identity of and contact information for the Observer, and shall promptly notify the Company in the event that the Observer ceases for any reason to so act or shall be replaced. The Company reserves the right to object to any Person selected by the Purchasers to serve as an Observer, or to exclude an Observer from participation in relevant meetings of the Board of Directors, if and to the extent that such Person is engaged in a business which is or may be in competition with the Company in any market in which the Company currently operates, provided, however, that the Company acknowledges that certain of the Purchasers may be investment or similar funds that may from time to time invest in competitors of the Company and that any such investment shall not be a reason to object to or exclude an Observer.
Board of Directors Observer. For as long as the Preferred Directors serve on the Board of Directors, Pennsylvania Early Stage Partners may designate an observer acceptable to the Corporation (the "Observer"). Such Observer shall be compensated in the same manner as all other non-employee Directors, shall have no voting rights, and shall be reimbursed for all travel expenses and other out-of-pocket expenses incurred in attending meetings of the Board of Directors. The Observer shall be indemnified by the Corporation against any claims arising out of his participation at Board meetings. The Investors consent to the grant of a right by the Corporation to Allstate Venture Capital to appoint an Observer if such right is in connection with an Authorized Issuance.
Board of Directors Observer
