Board Visitation Rights. Until the earlier of (i) the effective date of the registration statement on Form 8-A for the registration of securities of the Company pursuant to Section 12(b) or 12(g) of the 1934 Act, or (ii) the consummation of the Company's initial public offering, the public offering price of which is not less than $12,500,000 in the aggregate, and for so long as Purchasers hold an aggregate of at least sixty-six and two-thirds of the shares of the Company's Series C Preferred Stock (or Common Stock issued upon conversion thereof) purchased by such Purchasers pursuant to the Stock Purchase Agreement, the Company shall invite a representative of the Purchasers to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that such representative shall agree to accept such information in Oxford Bioscience Partners Page 5. September 8, 1994 confidence subject to the same restrictions required as to directors and with respect to any information which the Company deems in good faith to be a trade secret or similar confidential information, to enter into a confidentiality agreement mutually acceptable to the Company and such representative which is consistent with the Purchasers' ability to exercise its full legal rights as a shareholder; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel; and, provided further, that the Company reserves the right to schedule such meetings around the availability of the members of the Board of Directors. By countersigning below, each Purchaser hereby agrees that it and they shall be limited to equitable remedies with respect to enforcement hereof and the Company shall have no financial or monetary liability under this Letter Agreement to such Purchaser in connection with a failure by the Company to provide information to such Purchaser in a timely manner (or at all) pursuant to section A(i)-(v) of this Letter Agreement. Each Purchaser further acknowledges that any information provided by the Company to such Purchasers pursuant to this Letter Agreement, or otherwise and designated as confidential, orally...
Board Visitation Rights. The Company shall (a) provide notice of each meeting of the Board of Directors and of the Dominick's Board concurrently with, and in the same manner as, the notice of such meeting provided to the members of such board (but not less than one Business Day prior to such meeting) to (i) each Purchaser, as long as such Purchaser shall beneficially own at least 698,962 Shares and (ii) each Investor owning more than 10% of the outstanding Shares, (b) provide each such Person a copy of all materials and written information provided to members of each such board and any committee thereof in connection with any such meeting concurrently with the distribution thereof to such members, and (c) permit a single representative of each such Person to attend and observe each such board meeting (in person or telephonically); provided, that (x) the Company may redact or withhold all or any portion of such materials and/or (y) exclude any such representative from all or any portion of any such meeting, if the members of such board or committee reasonably determine in good faith that such redaction, withholding or exclusion is required in order to preserve the attorney-client privilege with respect to any matter before the Board of Directors or the Dominick's Board, as the case may be.
Board Visitation Rights. In consideration for the foregoing R&D Collaboration and equity investment, Nanogen will grant a representative of Hoechst senior management unofficial non-voting visitation rights to attend up to and including one-half of the number of Nanogen Board meetings held annually with the understanding that such representative may not be present during executive sessions of the Board or participate in discussions which may present a conflict of interest as a result of any agreement between Nanoxxx xxx Hoechst.
Board Visitation Rights. The Required Holders of the Warrants and Warrant Shares shall have the right, as a group, to appoint one representative who shall: (a) receive notice of all meetings (both regular and special and including any executive or "private" session) of the board of directors (or other governing body) of the Holding Company and of each of its Subsidiaries and each committee of any such board (such notice to be delivered or mailed as specified in section 23 at the same time as notice is given to the members of any such board and/or committee but in no event later than seven days prior to the date of such meeting (or 48 hours in the case of telephone meetings)); (b) be entitled to attend (or, in the case of telephone meetings, monitor) all such meetings; (c) receive all notices, information and reports which are furnished to the members of any such board and/or committee at the same time and in the same manner as the same is furnished to such members; (d) be entitled to participate in all discussions conducted at such meetings and (e) receive as soon as available (but in any event not later than 30 days after such meeting) copies of the minutes of all such meetings. If any action is proposed to be taken by any such board and/or committee by written consent in lieu of a meeting, the Holding Company will, or will cause the applicable Subsidiary to, give written notice thereof to such representative, which notice shall describe in reasonable detail the nature and substance of such proposed action and shall be delivered not less than seven Business Days (or 48 hours in the case of telephone meetings) prior to the date upon which such action is proposed to be taken. The Holding Company will, or will cause the applicable Subsidiary to, furnish such representative with a copy of each such written consent not later than five days after it has been signed by its last signatory. Such representative shall not constitute a member of any such board and/or committee and shall not be entitled to vote on any matters presented at meetings of any 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 board of directors of the Holding Company shall meet not less frequently than semi-annually. The Holding Company will pay the reasonable out-of-pocket expenses of such representative incurred in connection with attending such meetings and/or exercising any rights hereunder.
Board Visitation Rights. PMF, as Agent of the Investors, (through up to two of its officers, employees or agents) shall (i) be entitled to attend all meetings of the Company's shareholders and Board of Directors (including meetings of any Committees thereof), (ii) be given notice of all such meetings and of all resolutions which are proposed to be adopted by written consent at the time such notice is given to the Company's shareholders, directors or Committee members (as the case may be), and (iii) receive all the minutes, documents and other information as are provided by the Company to the members of the Board of Directors and Committees thereof. The Investors acknowledge that the information received by their designee(s) hereunder may be confidential and is for the Investors' use only. The Investors will not use such confidential information in violation of the Securities Exchange Act of 1934, as amended, or any other applicable securities laws, or reproduce, disclose or disseminate such information to any other person or entity (other than its officers, partners, employees or agents or other Investors having a need to know the contents of such information, and its attorneys, provided such persons also agree in writing to keep such information confidential), except in connection with the exercise of rights or remedies under this Agreement, the Loan Agreement or any other agreement referred to in the Loan Agreement, unless the Company has made such information available to the public generally or, if the Investor gives the Company written notice at least twenty (20) days prior to disclosure (or such shorter notice that may be reasonable in the circumstances), the Investor is required to disclose such information by a governmental body.
Board Visitation Rights. So long as Holdings holds no less than ten percent (10%) of the outstanding shares of the Parent Common Stock, Parent will permit one (1) representative of Holdings (the "Designee") to attend all meetings of Parent's Board of Directors in a non-voting observer capacity. Parent will also timely provide such Designee with copies of all notices, minutes and other materials that it provides to its directors with respect to such meetings. Holdings may change its Designee from time to time with the prior written consent of Parent, which will not unreasonably be withheld. Holdings' initial designee will be Eric X. X. Xxxx. Xxthing contained herein shall require Parent to permit the Designee to have access to information, including Board minutes, or to attend or to participate in meetings of the Board of Directors which, in the reasonable judgment of Parent's Board of Directors, pertains to matters with respect to which Holdings' interests may conflict with those of Parent prior to public disclosure by Parent of such matters or which the Parent's Board of Directors deems the presence of such Designee would unduly prohibit the full discussion of any matter before Parent's Board of Directors. In addition, the Designee would be required to first sign a reasonable nondisclosure and confidentiality agreement as appropriate for a public company and which would impose on the Designee the same confidentiality obligations he would have if he were in fact a member of Parent's Board of Directors.
Board Visitation Rights. For so long as any Notes remain ------------------------ outstanding or Investor owns the Warrant or any Warrant Shares (i) the Company shall provide the same advance written notice to Investor as it supplies to its directors in accordance with its bylaws, of all meetings of the Company's Board of Directors and provide copies to Investor of any materials distributed to directors in advance of or at such meeting, at the same time and by the same means as they are provided to the Company's directors, and (ii) Investor shall be entitled to have one representative attend all meetings of the Company's Board of Directors.
Board Visitation Rights. Prior to consummation of the ------------------------ Initial Public Offering, but only for so long as the New Note remains outstanding or Investor owns Warrant Certificate SR-2 or any Shares (i) the Company shall provide the same advance written notice to Investor as it supplies to its directors in accordance with its bylaws, of all meetings of the Company's Board of Directors and provide copies to Investor of any materials distributed to directors in advance of or at such meeting, at the same time and by the same means as they are provided to the Company's directors, and (ii) Investor shall be entitled to have one representative attend all meetings of the Company's Board of Directors.
Board Visitation Rights. 5 ARTICLE 5. - Miscellaneous.............................................................. 6
Board Visitation Rights. 23 ARTICLE VI TERMINATION............................................................. 24 Section 6.1 Termination................................................. 24
