BOARD REPRESENTATION OR ATTENDANCE BY OBSERVER Clause Samples
The 'Board Representation or Attendance by Observer' clause establishes the right for a party, often an investor, to either appoint a representative to the company's board of directors or to have a non-voting observer attend board meetings. In practice, this means the designated individual can participate in discussions, receive board materials, and stay informed about board activities, but may not have voting rights or formal decision-making power. This clause ensures that key stakeholders remain informed and involved in the company's governance, promoting transparency and protecting their interests without altering the board's official composition.
BOARD REPRESENTATION OR ATTENDANCE BY OBSERVER. The Company agrees until the Notes shall have been fully paid or converted that the Lead Investor shall have the right, but not the obligation, from time to time to designate in writing a nominee to serve as a member of the Board of Directors of the Company. The Company will nominate and secure the election of such designee as Director of the Company. During such time as the Lead Investor has not exercised such rights, the Lead Investor shall have the right to designate an observer, who shall be entitled to attend and participate (but not vote) in all meetings of the Board of Directors of the Company and to receive all notices, reports, information, correspondence and communications sent by the Company to members of the Board of Directors. All reasonable costs and expenses incurred in connection therewith by any such designated Director or observer, or by the Lead Investor on behalf of such Director or observer, shall be reimbursed by the Company to the extent that the Company reimburses such expenses incurred by any directors of the Company. It is provided and agreed that the actions and advice of any person while serving pursuant to this section as a Director or an observer at meetings of the Board of Directors shall be construed to be the actions and advice of that person alone and not be construed as actions of any Subscriber as to any notice, requirements or rights of any Subscriber under the Transaction Documents, nor as action of any Subscriber to approve modifications, consents, amendments or waivers thereof; and all such actions or notices shall be deemed actions or notices to the Subscribers only when duly provided in writing and given in accordance with the provisions of the Transaction Documents. The relationship between the Company and the Subscribers is, and shall at all times remain, solely that of the Company with a purchaser of its securities. The Subscribers neither undertake nor assume any responsibility or duty to the Company to review, inspect, supervise, pass judgment upon, or inform the Company of any matter in connection with any phase of the Company's business, operations, or condition, financial or otherwise. The Company shall rely entirely upon its own judgment with respect to such matters, and any review, inspection, supervision, exercise of judgment, or information supplied to the Company by the Subscribers, or any representative or agent of the Subscribers, in connection with any such matter is for the protection of the Subscr...
BOARD REPRESENTATION OR ATTENDANCE BY OBSERVER. (a) Borrower herewith agrees that Agent shall have the right from time to time to designate a nominee to serve as a member of the Board of Directors of Borrower. In the event of a monetary Default under Section 8.01 hereof, the Agent shall have the right to designate one (1) additional nominee to serve as a member of the Board of Directors of Borrower. Borrower will nominate and use its best efforts to secure the election of such designee(s) as Director(s) of Borrower. During such time as Agent has not exercised such rights, the Agent shall have the right to designate an observer, who shall be entitled to attend and participate (but not vote) in all meetings of the Board of Directors and to receive all notices, information, correspondence and communications sent by Borrower to members of the Board of Directors. All costs and expenses incurred in connection therewith by any such designated Director or observer, or by Agent on behalf of such Director of observer, shall be reimbursed by Borrower.
(b) Any such Director or observer shall, if requested to do so, absent himself or herself from the meeting in the event of, and so long as, the Directors are considering and acting on matters pertaining to any rights or obligations of Borrower or the Lender under this Agreement, the Debentures, the other Loan Documents or the Subsidiary Documents.
BOARD REPRESENTATION OR ATTENDANCE BY OBSERVER. (a) Borrower herewith agrees that the Agent shall have the right, from time to time, to designate a nominee to serve as a member of the Board of Directors of Borrower. (This right is presently satisfied.) In the event of a monetary Default under Section 8.01 hereof, the Agent shall have the right to designate one (1) additional nominee to serve as a member of the Board of Directors of Borrower. Borrower will nominate and use its best efforts to secure the election of such designee(s) as Director(s)
BOARD REPRESENTATION OR ATTENDANCE BY OBSERVER. The Company agrees until such time as all of the Debentures (together with all accrued interest thereon and all other amounts due thereunder) shall have been fully paid or converted into Common Stock that R▇▇▇ Capital Group, Inc. (the "AGENT") shall have the right from time to time to designate a nominee to serve as a member of the Board of Directors of the Company. In the event an Event of Default (as defined in the Debentures) under Section 3.1 of any of the Debentures occurs, then the Agent shall have the right to designate one (1) additional nominee to serve as a member of the Board of Directors of the Company. The Company will nominate and use its best efforts to secure the election of such designee(s) as Director(s) of the Company. During such time as Agent has not exercised such rights, the Agent shall have the right to designate an observer, who shall be entitled to attend and participate (but not vote) in all meetings of the Board of Directors and to receive all notices, reports, information, correspondence and communications sent by the Company to members of the Board of Directors. All costs and expenses incurred in connection therewith by any such designated Director or observer, or by Agent on behalf of such Director of observer, shall be reimbursed by the Company.
BOARD REPRESENTATION OR ATTENDANCE BY OBSERVER. (a) Borrower herewith agrees that Agent shall have the right from time to time to designate a nominee to serve as a member of the Board of Directors of Borrower. In the event of a monetary Default under Section 8.01 hereof, the Agent shall have the right to designate
(b) Any such Director or observer shall, if requested to do so, absent himself or herself from the meeting in the event of, and so long as, the Directors are considering and acting on matters pertaining to any rights or obligations of Borrower or the Lender under this Agreement, the Debentures, the other Loan Documents or the Subsidiary Documents.
BOARD REPRESENTATION OR ATTENDANCE BY OBSERVER. (a) Borrower herewith agrees that Agent shall have the right, from time to time, to designate an observer, who shall be entitled to attend and participate (but not vote) in all meetings of the Board of Directors and to receive all notices, reports, information, correspondence and communications sent by Borrower to members of the Board of Directors. All reasonable and appropriate costs and expenses incurred in connection therewith by any such designated Director or observer, or by Agent on behalf of such Director or observer, shall be reimbursed by Borrower.
(b) Any such observer shall, if requested to do so, absent himself or herself from the meeting in the event of, and so long as, the Directors are considering and acting on matters pertaining to any rights or obligations of Borrower or the Lender under this Agreement, the Debenture, the other Loan Documents or the Subsidiary Documents.
BOARD REPRESENTATION OR ATTENDANCE BY OBSERVER. (a) Unless ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or another designee of Agent shall already be a member of Borrower's Board of Directors through the invitation of Borrower or otherwise, in the event of a Agreement --------------------------------------------------------------------------------