Non-Voting Observers Clause Samples
The Non-Voting Observers clause establishes the right for certain individuals or entities to attend board meetings without possessing voting rights. Typically, this clause allows investors or stakeholders to appoint a representative who can observe board discussions, receive meeting materials, and stay informed about company decisions, but cannot participate in formal votes or decision-making. Its core function is to provide transparency and oversight for interested parties while preserving the decision-making authority of official board members.
Non-Voting Observers. In addition to the voting members, CWC AlTi Investor LLC (“CWC”) for so long as CWC is permitted, pursuant to the Investment Agreement, dated as of February 21, 2024, by and between CWC and the Company, to designate a non-voting observer to the Committee shall be permitted to designate one (1) non-voting observer to attend any meetings of the Committee (each an “Observer”). The Observer may be replaced or removed by its designating party with or without cause. Resignation or removal of a Director or observer from the Board, for whatever reason, shall automatically constitute resignation or removal, as applicable, as an Observer. The Chair shall furnish, or cause to be furnished, to each Observer (a) notice of Committee meetings no later than, and using the same form of communication as, notice of Committee meetings are furnished to the members, and (b) copies of the materials with respect to meetings of the Committee which are furnished to Committee members no later than such materials are furnished to such members; provided that failure to deliver notice or materials to an Observer in connection with such Observer’s right to attend and/or review materials with respect to any Committee meeting shall not impair the validity of any action taken by the Committee at such meeting. Notwithstanding the foregoing, the Committee reserves the right to exclude any Observer from access to any materials provided to the Committee members or meeting or portion thereof if the Committee believes that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect confidential proprietary information, to comply with regulatory restrictions, or otherwise to prevent any material harm or detriment to the Company. For the avoidance of doubt, the Observers shall not count for purposes of determining a quorum and shall not vote on any matter presented to the Committee.
Non-Voting Observers. (i) Each Partner, together with its Affiliates, that does not have the right to appoint a member of the Advisory Committee pursuant to Subsection 6.4(a), but holds a Percentage Interest of not less than five percent (5%) (which for the purposes of this determination shall include a pro rata portion of the Partnership Interest held by PTL GP based upon the Partner’s ownership interests in Holdings (if any), but with respect to PAG, shall exclude Partnership Interests held directly or indirectly by the other Penske Partners (other than its interest through PTL GP as described above) and only for so long as such Partner, together with its Affiliates, owns a Percentage Interest of not less than five percent (5%) (which for the purposes of this determination shall include a pro rata portion of the Partnership Interest held by PTL GP based upon the Partner’s ownership interests in Holdings (if any), but with respect to PAG, shall exclude Partnership Interests held directly or indirectly by the other Penske Partners (other than its interest through PTL GP as described above)), including as of the Effective Time, PAG, shall have the right to a non-voting observer (the “Non-Voting Observer”) at all duly called and convened meetings of the Advisory Committee (as provided for in Subsection 6.4(c). For the sake of clarity, as of the Effective Time, PAG has the right to a Non-Voting Observer. The Non-Voting Observer shall be entitled to receive all materials and information distributed to the members of the Advisory Committee (in such capacity) in connection with such duly called and convened meetings (including written consents in lieu of such meetings) and shall have access to the Partnership’s management and records as if the Non-Voting Observer were a member of the Advisory Committee, except that the General Partner may exclude any Non-Voting Observers from all applicable portions of any meeting of the Advisory Committee, or deny access to any information or portions thereof provided to members of the Advisory Committee, if the General Partner reasonably determines that the participation of the Non-Voting Observer, or access to the applicable information, could reasonably be expected to (1) result in a waiver of the attorney-client privilege (based on the advice of the Partnership’s counsel and, if applicable, taking into account the execution of a common interest agreement) with respect to any matters to be discussed or any matters included in the information to b...
Non-Voting Observers. (a) In addition to their other rights under this Agreement, (i) the Eos Entities shall be entitled to have an unlimited number of non-voting observers and (ii) if, pursuant to Section 2.1(d), the Management Stockholders appoint a Management Director other than W. ▇▇▇▇▇▇ ▇▇▇▇▇▇, III or ▇▇▇▇ ▇. ▇▇▇▇▇▇, each such Management Director shall be entitled to have one (1) non-voting observer (collectively, the “Observers”) who shall be designated by the applicable Eos Entity, or the Management Director, as applicable, in its sole discretion, by notice to the Corporation from time to time (and who shall also be subject to removal for no reason or any reason whatsoever by such Eos Entity or Management Director, as applicable, by notice to the Corporation from time to time).
(b) Each Observer shall be entitled to be present at all meetings of the Board (and each committee thereof that the designating director is a member of) (each, a “Corporation Governing Body”), as well as at all meetings of the board of directors (or similar governing body) of all direct and indirect Subsidiaries of the Corporation (and each committee thereof that the designating director is a member of) (each, a “Subsidiary Governing Body”). The Corporation shall notify each Observer of each meeting of each Corporation Governing Body and each meeting of each Subsidiary Governing Body, including the time and place of such meeting, in the same manner and at the same times as the members of such Corporation Governing Body or Subsidiary Governing Body, as the case may be, are notified.
(c) Each Observer shall (i) have the same access to information concerning the business and operations of the Corporation and its Subsidiaries, including, but not limited to, notes, minutes and consents, at the same times as the members of each Corporation Governing Body or Subsidiary Governing Body may receive access to such information, (ii) be entitled to participate in discussions of the affairs, finances and accounts of, and consult with, and make proposals and furnish advice to, the Corporation Governing Bodies and the Subsidiary Governing Bodies, and the members of the Corporation Governing Bodies and the Subsidiary Governing Bodies and the Corporation shall use its reasonable best efforts to cause the officers of the Corporation and its Subsidiaries to take such proposals or advice seriously and give due consideration thereto, provided, that nothing herein is intended to require compliance with any such proposal...
Non-Voting Observers. Up until such time as (A) the investors in the Offering own less than ten percent (10%) of our outstanding voting securities or (B) the closing price of one of our Shares equals or exceeds U.S. $______ for a period of fifteen consecutive trading days, you will have the right, but not the obligation, to designate not more than two persons to serve as non-voting observers to our Board of Directors. This right shall be subject to our approval, which shall not be unreasonably withheld. Board of Directors meetings must be held at least quarterly. The Company shall reimburse observers to the Board of Directors up to $6,000 for travel expenses for each meeting attended, up to a maximum payment of $12,000 per year per observer.
Non-Voting Observers. At any time that no MVP Director serves -------------------- on the Company's Board of Directors, MVP shall be entitled to appoint up to two (2) non-voting observers to the Board, and such observers shall be entitled to notice of and attendance at all Board meetings, advance copies of all consents provided to directors for execution, and access to all information made available to the Board. Such observers shall incur no liability as directors for serving in their capacity as non-voting observers, but shall in their capacity as non-voting observers be eligible for indemnification by the Company to the same extent as any Board member. MVP shall be entitled to appoint, re-appoint, remove, replace, and fill any vacancy arising from the death, disability, resignation, or removal by the MVP of any such observer. The Company shall not have the right to remove any such observer, but the Company shall be entitled to request that MVP replace any observer that the Company, in good faith, believes improperly impairs the function of the Board, to which request MVP shall give due consideration.
Non-Voting Observers. (a) Each original Purchaser, for so long as such Holder holds at least 50% of the outstanding shares of Series A Common Stock originally purchased by such Holder on the date hereof pursuant to the Purchase Agreement, shall serve as a non-voting observer of the Board of Directors (each, a "NON-VOTING OBSERVER").
(b) Any Non-Voting Observer: (i) shall be permitted to attend meetings of the Board of Directors, in person or telephonically, and (ii) shall be notified of any meeting of the Board of Directors, including such meeting's time and place, in the same manner as members of the Board of Directors receive such notice, and given the same access to information (including any copies of all materials distributed to members of the Board of Directors) concerning the business and operations of the Issuer at the same time as members of the Board of Directors; PROVIDED that such Non-Voting Observer shall have entered into a confidentiality agreement with respect to any such materials received and discussions participated in by such Non-Voting Observer with such confidentiality agreement to contain the terms set forth on Schedule A hereto and such other terms as may be reasonably requested by the Board of Directors.
(c) The Issuer shall cause each Non-Voting Observer to be reimbursed for reasonable travel expenses incurred in connection with such Non-Voting Observer's attendance at meetings of the Board of Directors.
Non-Voting Observers. (a) In the event any of the Subordinated Notes are outstanding, or Albion holds at least 20% of the Warrants or Warrant Shares that it was originally issued (all calculated on an as exercised basis, giving effect to any stock splits, stock combinations and the like, but excluding the effects of any involuntary transfers, including those required by the drag-along rights of another party, or any adjustments to the number of Warrants or Warrant Shares made in connection with a merger or reorganization) and an initial Public Offering has not been consummated, the Company shall permit one representative (the “Representative”) of Albion to attend as an observer all meetings of its Board of Directors, provided that in the case of telephonic meetings conducted in accordance with the Company’s by-laws and applicable law, the Representative shall be given the opportunity to participate in such telephonic meetings (the “Board Visitation Right”).
(b) The Company shall give written notice of every meeting of its Board of Directors to the Representative at the same time and in the same manner as notice is given to the directors of the Company. The Representative shall be entitled to receive all written materials and other information given to the directors of the Company in connection with such meetings or otherwise at the same time such materials and information are given to the directors. If requested by the Board of Directors, the Representative shall enter into a confidentiality agreement with respect to any materials received and discussions participated in by such Representative on such terms as may be reasonably requested by the Board of Directors. The Company shall bear the reasonable costs of the Representative incurred in connection with attendance of or participation in such meetings.
Non-Voting Observers. (a) So long as any of the Eos Members beneficially own any Units, they shall be entitled to appoint two (2) non-voting observers (the “Eos Observers”).
(b) So long as any of the Highland Members beneficially own any Units, they shall be entitled to appoint two (2) non-voting observers (together with the Eos Observers, the Observers”).
(c) The Observers shall be entitled to be present at all meetings of the Board and committees thereof; and, with respect to committees of the Board, an Observer may be a then-current Manager. The Company reserves the right to withhold any information and to exclude any Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel, result in disclosure of trade secrets if at such time such Observer is not an employee of the Company and is not bound by a confidentiality agreement with the Company or result in a conflict of interest as determined by counsel to the Company.
Non-Voting Observers. (a) In addition to their other rights under this Agreement, Eos Capital and Bluestem shall each be entitled to have one (1) non-voting observer (the "Observer") who shall be designated by Eos Capital and Bluestem, in their sole discretion, by notice to the Company from time to time (and who shall also be subject to removal for no reason or any reason whatsoever by Eos Capital and Bluestem, respectively, by notice to the Company from time to time).
(b) Each Observer shall be entitled to be present at all meetings of the Board. The Company shall notify the Observer of each meeting of the Board, including the time and place of such meeting, in the same manner and at the same times as the members of the Board, as the case may be, are notified.
Non-Voting Observers. LSG and TOPflight shall have the right to designate, in the aggregate, from time to time, up to three non-voting observers to the Board who will have the same rights as the Directors, other than the right to vote on matters to be decided by the Board, including but not limited to the right to receive notice of all meetings of the Board and the right to receive the same information and documentation as is provided to the Directors. The initial non-voting observers designated by LSG and TOPflight are as specified in Annex A attached hereto.