Common use of Board of Directors Observer Clause in Contracts

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. Each of Francisco Partners, XxxxxxxxMxxxxxxx, 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 Mxxxxxxx in this Section 2.7 shall terminate once Xxxxxxxx Mxxxxxxx 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 Mxxxxx Sxxxxxx 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. Each of Francisco Partners, XxxxxxxxMatthews, Xxxxxx Xxxxxxx Morgan Stanley and EdgeStone, as the case may be, shall have the option at its haxx xxx xxxxxx xx xxx 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”"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 '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 Matthews in this Section 2.7 shall terminate once Xxxxxxxx Matthews is no longer entitled lonxxx xxxxtled to nominate a director under Section 2.20.0. The Xxx 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 Morgan Stanley in this Section 2.7 shall terminate once the MS Investors no longer Invesxxxx xo xxxxxx 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.