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 LJ VP based upon the Partner’s and its Affiliates’ ownership interests in Holdings (if any), but, with respect to PAG, excluding Partnership Interests held directly or indirectly by the other Penske Partners) 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 LJ VP based upon the Partner’s and its Affiliates’ ownership interests in Holdings (if any), but, with respect to PAG, excluding Partnership Interests held directly or indirectly by the other Penske Partners), 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)). 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 be distributed; (2) expose to any Non-Voting Observer (who represents or is affiliated with a competitor to the Partnership, a customer, supplier or other business partner of the Par...
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. 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 less than three ASPEN Directors serve on the Company's Board of Directors, ASPEN shall be entitled to appoint a number of 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 number of non-voting observers shall be equal to three minus the number of ASPEN Directors actually on the Board of Directors at any given time. 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. ASPEN shall be entitled to appoint, re-appoint, remove, replace, and fill any vacancy arising from the death, disability, resignation, or removal by ASPEN 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 ASPEN replace any observer that the Company, in good faith, believes improperly impairs the function of the Board, to which request ASPEN shall give due consideration.
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.
Non-Voting Observers. The Company agrees that if at any meeting for the election of directors any Beacon Director, Beacon Designee or Stratford Director is not elected to the Board, or if for any other reason, at any time, neither a Beacon Director or Beacon Designee (in the case of Beacon) nor a Stratford Director (in the case of Stratford) is a member of the Board, Beacon (in the case of a Beacon Director or Beacon Designee), so long as Beacon holds 5% or more of the outstanding Common Stock, will be entitled to have one observer (a "Beacon Non-Voting Observer") selected by Beacon present at all meetings of the Board, and Stratford (in the case of a Stratford Director), so long as Stratford holds 5% or more of the outstanding Common Stock, will be entitled to have one observer (a "Stratford Non-Voting Observer") selected by Stratford present
Non-Voting Observers. The Company agrees that if at any meeting for the election of directors any Beacon Director, Beacon Designee, Stratford Director or Hoak Xxxector is not elected to the Board, or if for any other reason, at any time, neither a Beacon Director or Beacon Designee (in the case of Beacon) nor a Stratford Director (in the case of the Stratford Entities) nor a Hoak Xxxector (in the case of the Hoak Xxxities) is a member of the Board, Beacon (in the case of a Beacon Director or Beacon Designee), so long as Beacon holds 5% or more of the outstanding Common Stock, will be entitled to have one observer (a "Beacon Non-Voting Observer") selected by Beacon present at all meetings of the Board, and the Stratford Entities (in the case of a Straxxxxx
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) 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) 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.
