Board of Directors; Observer Rights. Effective as of the Closing Date until the Public Company Transition Date, Agent (or its designee) shall have the right to designate two (2) representatives (each, a “Designee”) to: (a) receive prior written notice of all meetings (both regular and special) of Parent Entity’s or Holdings’ board of directors and each committee thereof (such notice to be delivered or mailed as specified in Section 12.5 at the same time as notice is given to the members of such board and/or committee) held or to be held prior to the Public Company Transition Date; (b) be entitled to attend (or, at the option of such representatives, monitor by telephone) all such meetings at the Designee’s sole cost and expense; (c) until the Public Company Transition Date, receive all notices, information and reports which are furnished or made available to the members of such board (solely in their capacity as a “board member”) and/or committee at the same time and in the same manner as the same is furnished or made available to such members; (d) until the Public Company Transition Date, be entitled to participate in all discussions conducted at such meetings; and (e) until the Public Company Transition Date, receive (to the extent and when so provided to the members of any such board) copies of the minutes of all such meetings. If any action is proposed to be taken after the Closing Date until the Public Company Transition Date by such board and/or committee by written consent in lieu of a meeting, Parent Entity or Holdings, as applicable, will provide a copy of such consent to such Designees, which shall be delivered or mailed as specified in Section 12.5 at the same time as notice is given to the members of such board and/or committee. Until the Public Company Transition Date, Parent Entity or Holdings, as applicable, will furnish or cause to be furnished such Designees with a copy of each such written consent promptly after it has become effective. Such Designees shall not constitute a member of such board and/or committee and shall not be entitled to vote on any matters presented at meetings of such board and/or committee or to consent to any matter as to which the consent of any such board and/or committee shall have been requested. The parties hereto agree that the Designees shall have no fiduciary duties or any other duties or responsibilities to Borrower, Parent Entity, Holdings or any of their respective Affiliates.
Board of Directors; Observer Rights. 72 6.19 Financial Covenants. 72 6.20 Preemptive Rights. 73 6.21 Federal Securities Laws.. 74 6.22 Government Receivables.. 74 VII. NEGATIVE COVENANTS 74 7.1 Indebtedness 74 7.2 Liens 74 7.3 Investments; Investment Property; New Facilities or Collateral; Subsidiaries 75
Board of Directors; Observer Rights. (a) Each Stockholder hereby agrees to take all action necessary, including, but not limited to, the voting of any and all of such Stockholder’s Shares, the execution of written consents, the calling of special meetings, the removal of directors, the filling of vacancies on the Board, the waiving of notice and the attending of meetings, so as to cause the Board to be at all times comprised of six (6) persons to be elected/appointed as follows:
Board of Directors; Observer Rights. Each Investor not represented on the Company's Board of Directors shall have the right to attend all meetings of the Board of Directors in a non-voting observer capacity, and in that respect, the Company shall give each such person or entity copies of all notices, minutes, consents and other material that it provides to directors; provided, however, that the Company reserves the right to exclude such representative(s) from access to any material or meeting or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information or for other similar reasons. Each Investor agrees, and any representative of such Investor will agree, to hold in confidence and trust and not use or disclose to any person any confidential information provided to or learned by it in connection with its rights under this Section 16. The confidentiality provisions above shall survive any termination of this Agreement. The rights under this Section 16 are nonassignable, except to permitted transferees of shares who are affiliates of the transferring party and who acquire all of the shares of the transferring party.
Board of Directors; Observer Rights. For so long as any portion of the New Debenture shall remain outstanding, upon request of the Investor, the Company shall invite a representative of the Investor to attend, all meetings of the Company's Board of Directors in a nonvoting capacity.
Board of Directors; Observer Rights. So long as the Purchaser holds at least 33% of the total number of Primary Shares and Underlying Shares (directly or through assumed conversion of the Note), (i) the Purchaser shall be given reasonable advance written notice of each such meeting of the Board of Directors of the Company, and (ii) the Purchaser shall be entitled to have one person, who initially shall be Mxxxxxx X. Xxxxxxxx or Lxxxx X. Xxxx or such other person reasonably acceptable to the Company, attend such meetings as an invitee, who shall have all of the privileges and benefits of a director of the Company (including receiving all materials provided to the Board of Directors), except voting rights; provided, however, (i) that such person shall maintain the confidentiality of all financial and other proprietary information discussed at such meetings or made known to such person in connection with such meetings; and (ii) that the Company reserves the right to withhold any information and to exclude such person from any meeting or portion thereof if the Board of Directors believes, in good faith, that providing such information or attending such meeting or portion thereof (a) could adversely affect a material business relationship between the Company and any third party, (b) would pose a conflict of interest for the Purchaser, or (c) could adversely affect the attorney-client privilege between the Company and its counsel, provided that if only a portion of the information or meeting would be subject to this clause (ii), the observer shall receive all such other information and be entitled to attend all remaining portions of such meeting. Neither the Purchaser or any such designee, however, shall have any duties, responsibilities or liabilities as a director of the Company by virtue of attendance at such meetings or the failure to attend the same other than the duty to maintain the confidentiality of any material non-public information it receives at or in connection with such meeting.
Board of Directors; Observer Rights. For so long as Purchaser ---------------------------------- or any Affiliate owns shares of Class B Preferred Stock representing at least 25% of the aggregate number of such shares originally issued to Purchaser, provided that there is no Class B Director (as defined in the Amended Articles) then in office, the Company shall invite one (1) representative of Purchaser to attend, at the Company's expense, all meetings of the Company's Board of Directors and all committees of the Company's Board of Directors in a nonvoting capacity and, in this respect, shall give such representative copies of all notices and meeting agenda in advance of such meetings and shall permit such representative to review all documents and other materials provided to directors at such meetings. The Company shall also provide Purchaser, in advance, with copies of all actions proposed to be taken by the Board of Directors in lieu of meeting.
Board of Directors; Observer Rights. (a) During the term of this Agreement, Borrower agrees to include one (1) nominee of Lender or other holder of the Note in management's slate of nominees to be elected to the Board of Directors and to recommend to the stockholders the election of such nominee. The foregoing provisions of this Section 3.22(a) shall apply during the term of this Agreement unless and until Sirrom Capital Corporation or any Wholly-owned Subsidiary thereof shall cease to be the holder of the Note, in which case such provisions shall terminate. Borrower shall reimburse the director nominated by Lender for all out-of-pocket expenses incurred in performance of his duties as director.
Board of Directors; Observer Rights. (a) Effective upon the closing of the transactions pursuant to Section 1.2 hereof, (i) the size of the Board of Directors of the Company shall be increased to five (5) directors, (ii) a nominee of Purchaser shall be elected a director and (iii) at any time within six (6) months of the date hereof or such later date as the Purchaser shall determine in its sole discretion, the Board of Directors shall fill the remaining vacancy by electing as director a person who shall not be affiliated with either the Company or any of its current directors or the Purchaser and who shall be mutually agreed upon by three current directors and Purchaser. For so long as the initial Purchaser or any Affiliate owns Debentures representing at least 50% of the original principal amount of the Debentures, the Company agrees to include a nominee of the initial Purchaser in management's slate of nominees to be elected to the Board of Directors and to recommend to the stockholders the election of such nominee.
Board of Directors; Observer Rights. The Company agrees that, during such time as there are no persons serving on the Board that are representatives of Tredegar, or entities affiliated with Tredegar, and so long as Tredegar, together with its affiliates, hold at least 20,000 shares of Series D Preferred, Tredegar shall be entitled to designate one individual (the "Designee") (which Designee shall be reasonably acceptable to the Company) who shall be entitled to attend all meetings of the Board as an observer on behalf of Tredegar. The Designee shall have no right to vote as a director. The Company shall provide the Designee with copies of notices of all Board meetings, and all minutes, consents and all other materials that the Company provides to its directors in connection with Board meetings. Notwithstanding the foregoing, neither Tredegar, nor any of its members, directors, officers, employees, agents or representatives (including without limitation the Designee) (collectively, the "Representatives") shall disclose any confidential or non-public information received by the Designee in its capacity as an observer. The use of any such confidential or non-public information by Tredegar or any Representative shall be solely for purposes of Tredegar's investment in the Company. Tredegar shall, at the Company's request, execute a reasonable nondisclosure agreement provided by the Company. The Company shall have the right to withhold any information from the Designee and to exclude the Designee from any meeting or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information or for other similar reasons. Tredegar's rights under this Section 7.1 are not assignable or transferable except to "affiliated persons or entities," which shall include, partners, members, former members of a limited partnership or limited liability company, or an affiliated entity managed by the same manager or managing partner or management company, or managed or owned by an entity controlling, controlled by, or under common control with, such manager or managing partner or management company.
