Right to Observe Testing Developer and Connecting Transmission Owner shall each notify the other Party, and the NYISO, in advance of its performance of tests of its Attachment Facilities. The other Party, and the NYISO, shall each have the right, at its own expense, to observe such testing.
Union Observer The President of the Union or their designate may sit as an observer on a selection panel, including panel deliberations following selection tests, for positions in the bargaining unit. The observer shall be a disinterested party. This clause shall not apply to excluded positions.
Formal Observations At least two (2) formal observations per year are required for ancillary staff members in Track I, at least sixty (60) days apart. In the case of a first-year or second-year Track I ancillary staff employee, at least one (1) observation shall be made prior to the ancillary staff employee’s mid- year progress report. Annual evaluations shall include in-room observations of all aspects of the ancillary staff employee’s instructional practice. Observations shall be conducted by the ancillary staff employee’s supervisor. An observation shall be at least one (1) complete lesson, based on the lesson plans provided by the ancillary staff employee. Observations shall be scheduled at least five (5) work days in advance for a three-day window in which the observation would take place. If an observation needs to be rescheduled, the ancillary staff employee shall be notified of the date of the rescheduled observation no later than one (1) day prior to the end of the week in which the observation should have taken place, so as to accommodate lesson planning. A pre-observation conference shall be held to review the ancillary staff employee’s IDP and those areas which might be observed. All monitoring or observation of the work of the teacher shall be conducted openly and with the knowledge of the ancillary staff employee. The parties agree that during an observation every effort will be made to maintain the normal teaching-learning process. An observation shall include assessment of the ancillary staff employee’s skill and ability in the observed domains of the “Framework for Professional Practice”. A post-observation conference shall be held within five (5) work days of the observation unless the ancillary staff employee agrees in writing to extend the time to conduct the conference, not to exceed thirty (30) days. In the event the meeting does not occur as a result of administrator unavailability within thirty-five (35) days of the observation, negative comments or concerns shall be excluded from the observation. The ancillary staff employee teacher shall bring a completed Post-Observation Reflection Form to this conference, and the administrator shall bring the completed Classroom Observation Form. The ancillary staff employee teacher and the administrator shall each retain copies of both forms. As a result of this post-observation conference, identified areas of concern, together with suggested ways in which the ancillary staff employee is to improve, and identification of assistance to be given, may be addressed in the teacher’s IDP.
Construction Observation The Consultant shall make periodic on-site observations of the Project in accordance with Exhibit A. The purpose of the on-site observations will be to observe the progress and quality of the construction work being carried on to determine if the work is proceeding in accordance with the Construction Documents. Unless otherwise stated in Exhibit A, the Consultant shall not be required to make exhaustive or continuous on-site observations to check the quality or quantity of the work.
Formal Observation The instructional employee and the principal/administrator shall review using the mid-year Reflection Questions in the evaluation manual – Student Achievement Outcomes and make adjustments as needed to increase the likelihood of a positive goal outcome.
Observer (a) For so long as RA Capital holds at least 529,474 Series A Preferred Shares (or Ordinary Shares issued upon conversion of the Series A Preferred Shares) as appropriately adjusted for share splits, share dividends, combinations, recapitalizations and similar events, RA Capital shall be entitled to nominate a representative board observer (the “RA Capital Observer”). (b) For so long as Venrock holds at least 352,983 Series A Preferred Shares (or Ordinary Shares issued upon conversion of the Series A Preferred Shares) as appropriately adjusted for share splits, share dividends, combinations, recapitalizations and similar events, Venrock shall be entitled to nominate a representative board observer (the “Venrock Observer”). (c) For so long as FIIF holds at least 352,983 Series A Preferred Shares (or the Ordinary Shares issued upon conversion of the Series A Preferred Shares) as appropriately adjusted for share splits, share dividends, combinations, recapitalizations and similar events, FIIF shall be entitled to nominate a representative board observer (together with the RA Capital Observer and Venrock Observer, the “Observers”). (d) Each Observer shall be entitled to (i) attend and participate in all Board or committee meetings in a non-voting capacity and (ii) receive copies of all notices and materials provided to other members of the Board and the committees at the same time and in the same manner as provided to such other members of the Board; provided, however, that the Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; provided further, that the Company reserves the right to withhold any information and to exclude such Observer from any meeting or portion thereof based on the advice of counsel or if the Company reasonably believes that (x) access to such information or attendance at such meeting could reasonably result in an adverse effect to the attorney-client privilege between the Company and its counsel or (y) the Observer has a conflict of interest with respect to the subject matter.
Board Observer (a) Priceline shall have the right, exercisable by delivering notice to the Company, to designate one observer to attend any meetings of the Board and each committee thereof (the “Board Observer”) for so long as (i) Priceline and its Subsidiaries beneficially own at least the Board Observer Threshold Shareholding in the Company, (ii) Priceline and its Subsidiaries comply in all material respects with the provisions of Section 2.1, (iii) Priceline and its Subsidiaries comply in all material respects with the provisions of Section 3.1(a) and (iv) the Marketing Agreement is in full force and effect and Xxxxxxx.xxx B.V. complies in all material respects with the provisions thereof (the “Board Observer Right”). (b) The Board Observer shall be entitled (i) to receive notice of each meeting (including telephonic meetings) of the Board and any committee thereof in the same form and manner as is given to the members of the Board and the same materials as and when provided to such members (both before or after a meeting, including copies of minutes thereof), including materials provided other than in connection with a meeting, and neither the Board nor any committee thereof shall conduct any business by written consent without giving such prior notice to the Board Observer and a copy of the proposed consent, any exhibits, annexes or schedules thereto and any related materials and (ii) at the Board Observer’s discretion, to attend each Board meeting or meeting of any committee thereof, either in person or by telephonic conference, and to participate fully in all discussions among directors of the Board at such meetings, and the Company covenants to take reasonable measures to facilitate such attendance and discussion; provided that, notwithstanding any other provision of this Section 3.2, (A) the Board Observer shall agree to hold in confidence all information provided (provided that the Board Observer shall not be restricted in any confidential communications or discussions with or the confidential provision of information to Priceline and its Subsidiaries and their respective directors, officers, employees, accountants, agents, counsel and other representatives), (B) such Board Observer and Priceline shall be subject to the Company’s xxxxxxx xxxxxxx policies and procedures and shall sign an acknowledgement form stating that he or she and it agree to comply with such policies and procedures (it being understood that such xxxxxxx xxxxxxx policies and procedures shall not restrict Priceline or its Affiliates from purchasing ADSs or Ordinary Shares during any “blackout” or similar non-trading period if such purchases are made pursuant to a purchase plan established in accordance with Rule 10b5-1 of the Exchange Act) and (C) the Board Observer may be excluded from all or a portion of any meeting or from receiving all or a portion of any materials provided to the member of the Board (x) to the extent that the presence of the Board Observer at such meeting or any portion thereof or the receipt by the Board Observer of such materials or any portion thereof, as the case may be, could reasonably be expected to result in, based on the advice of the Company’s external counsel, the loss of attorney-client privilege in relation to the Company, its Subsidiaries or its Affiliates, or (y) to the extent the subject matter to be discussed at the meeting concerns (1) the Company’s rights under agreements with Priceline or its Subsidiaries or (2) matters related to business competition between the Company or its Subsidiaries, on the one hand, and Priceline or its Subsidiaries, on the other hand, in the People’s Republic of China); it being understood that the Board Observer shall not constitute a member of the Board and shall not be entitled to vote on, or consent to, any matters presented to the Board. For the avoidance of doubt, subject to the first sentence of this Section 3.2(b), in the event that any regular or special meeting of the Board is convened, the Company shall be deemed to be in full compliance with the provisions of this Section 3.2(b), provided that the Board Observer is given the notice in the same form and manner as, and copies of the same materials as and when provided to, the members of the Board and the Company takes reasonable measures to facilitate the Board Observer’s attendance at any such meeting in accordance with this Section 3.2(b).
Pre-Observation Conference The pre-observation conference shall be held prior to the first formal observation. The teacher and evaluator will mutually agree when to conference. The purpose of the pre- observation conference is to discuss the employee’s goals, establish a date for the formal observation, and to discuss such matters as the professional activities to be observed, their content, objectives, strategies, and possible observable evidence to meet the scoring criteria.
Informal Observations A. An informal observation is an observation that is not required to be pre-scheduled. B. An evaluator may conduct any number of informal observations. C. Observations do not have to be in the classroom. For example, department or collegial meetings may be used for informal observations. D. Informal observations may serve as an opportunity for formative feedback. If there are concerns regarding the teacher’s/educator’s level of performance based upon informal observations, the evaluator will document the concern and schedule a time to discuss with the employee.
Informal Observation Additional evaluation of employees may occur through informal observations by the Employer. It may not be necessary to reduce such evaluations to writing, and a verbal discussion between the Employer and the employee concerning the informal observations may suffice. If a written evaluation is deemed necessary, Procedures C and D as outlined above shall be followed.
