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 purpose 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 the members of the PAG Consolidated Group) 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)), 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 there are no Non-Voting Observers. 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 dist...
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. (a) For so long as a Board Shareholder, together with its Affiliates, (i) is not a Sold-Down Board Shareholder and (ii) does not have a director appointed to the Board of Directors pursuant to Section 3.2(a)-(d), as applicable, such Board Shareholder shall have the right, exercisable by delivering written notice to the Company, to designate a non-voting observer to attend any meetings of the Board of Directors. Each such Board Shareholder shall have the right to remove and replace its non-voting observer at any time and from time to time. The Company shall furnish to each non-voting observer (a) notices of Board of Directors meetings no later than, and using the same form of communication as, notice of Board of Directors meetings are furnished to directors in accordance with this Agreement and the Memorandum of Association and Bye- laws, and (b) copies of the materials with respect to meetings of the Board of Directors which are furnished to directors no later than such materials are furnished to such directors; provided that failure to deliver notice, or materials, to a non-voting observer in connection with such observer’s right to attend and/or review materials with respect to, any meeting of the Board of Directors shall not, of itself, impair the validity of any action taken by the Board of Directors at such meeting. The foregoing observer rights shall also apply with respect to the board of directors of any Material Subsidiary of the Company.
Non-Voting Observers. (a) (i) Each Member that (together with its Affiliates) holds, as of the Effective Date, at least 7.5% of the then outstanding Common Shares (excluding Incentive Shares) shall have the right to appoint two observers (for so long as such Member continues to hold at least 7.5% of the then outstanding Common Shares (excluding Incentive Shares)) and (ii) each Member that (together with its Affiliates) holds, as of 9:00 a.m. Eastern time on the record date of each annual meeting, at least 7.5% of the then outstanding Common Shares (excluding Incentive Shares) shall have the right to appoint one observer (each such observer appointed pursuant to subclause (i) and (ii), a “Board Observer” and collectively, the “Board Observers”) to the Board of Managers and, to the extent applicable, to the governing bodies of each of the Company’s Significant Subsidiaries (collectively, the “Boards”). Subject to Section 5.11(c), each Board Observer shall be entitled to attend and speak at all meetings of the Boards, and shall receive all reports, meeting materials, notices and other materials as and when provided to the Managers or members of the other Boards.
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).
Non-Voting Observers. (a) In addition to its other rights under this Agreement, each Investor shall be entitled to have up to one (1) non-voting observer (the "Observer") who shall be designated by such Investor, 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 Investor by notice to the Corporation from time to time).
Non-Voting Observers. (a) In addition to its other rights under this Agreement, Eos shall be entitled to have up to two (2) non-voting observers at any Board meeting (collectively, the “Eos Observers”) who shall be designated in advance of such Board meeting by Eos, by notice to the Corporation prior to such Board meeting (and who shall also be subject to removal for no reason or any reason whatsoever by Eos by notice to the Corporation).
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").
