Observation Right. The Required Lenders shall be entitled to designate in writing from time to time a representative who may attend, in an observation capacity, all meetings of each Borrower's Board of Directors, Managers, or other Governing Body and all committees thereof. Each Borrower shall (i) provide each such observer the same notice of any meeting to which a director or other member of the Board of Directors or other Governing Body would be entitled, (ii) give each such observer at least the same prior written notice of any action proposed to be taken upon written consent by such body as would be due to notice a meeting thereof (and shall convene a meeting to discuss any such action if an observer so requests in writing prior to the written action becoming effective), and (iii) pay for reasonable travel and other expenses of each such observer. Additionally, if at any time no Lender has also designated a member of the Governing Body of i3 Verticals pursuant to the Warrants, the Required Lenders may appoint a second observer pursuant to this Section (the initial designee to the Governing Body of i3 Verticals is Xxxx X. Xxxxxxxx and the initial observer is R. Xxxxxx Xxxxxx).
Observation Right. The Manager shall receive reasonable notice of (being not less than two Business Days’ notice), and shall have the right to have an authorized representative of the Manager (a “Manager Representative”) attend at, all meetings of the board of directors of the General Partner (the “GP Board”) and the board of directors of AHLP.
Observation Right. Each Lender may nominate a person from time to time who will have the right to attend all meetings and proceedings of the Board as an observer and to receive all papers provided to the Board (including those described in clause 8.3), provided such person signs a confidentiality agreement in a form reasonably acceptable to the Board if requested by the Board.
Observation Right. Upon reasonable advance notice from AAVT, CHOP shall grant access to AAVT and/or its designated representatives, during normal business hours and at mutually agreeable times to the laboratories and premises where the Services are performed, provided that CHOP shall have the right to reasonably control the manner of such access in order to protect confidential information of CHOP or third parties that is not related to this Agreement. AAVT shall be permitted to observe the performance of the Services and consult informally during such visits with personnel of CHOP performing Services in order to monitor CHOP’s performance of the Services. Such AAVT representatives shall comply with written policies of CHOP of which AAVT is made aware.
Observation Right. Each Investor may nominate a person from time to time who will have the right to attend all meetings and proceedings of the Board as an observer and to receive all papers provided to the Board (including those described in clause 11.4), provided such person signs a confidentiality agreement in a form reasonably acceptable to the Board if requested by the Board.
Observation Right. (a) If a SPAC Transaction is consummated, from during the period following the SPAC Closing and for so long as Walmart and its Affiliates hold and continue to hold (i) at least an aggregate of 42,902,037 shares of common stock or equity interests convertible or exchangeable into shares of common stock of the SPAC (which number shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like change or transaction with respect) and (2) as an additional condition after the expiration of the Build Out Phase (as defined in the MAA or, upon execution of the A&R MAA, the A&R MAA, or any successor agreement thereto), at least 5.0% of the fully-diluted equity interest in the SPAC, Walmart shall have the right to designate a Walmart employee who is a Senior Vice President or above and who is reasonably acceptable to Warehouse Technologies as a representative (the “Board Observer”) to attend all meetings of the board of directors of the SPAC in a nonvoting observer capacity. The Board Observer shall be given notice of all meetings of the board of directors of the SPAC and any committees thereof, and shall be provided a copy of all information (the “Board Materials”) distributed to the members of the board of directors of the SPAC or such committee, in each case, in substantially the same manner and at substantially the same time as notice and such information is sent to the members of the board of directors of the SPAC or such committee, as applicable; provided, however, that Walmart agrees, and shall procure, that such Board Observer enters into a mutually acceptable customary confidentiality agreement with the SPAC with respect to all Board Materials and other information so provided. The SPAC shall not be obligated to provide such Board Observer with access to any Board Materials or other information or permit the attendance of any meeting of the board of directors or any committee of the board if providing or permitting the same would (a) be inconsistent with the directors’ fiduciary duties to the SPAC, (b) involve either attorney-client privileged information or matters constituting a conflict of interest with respect to the SPAC and/or one or more of its Affiliates, on the one hand, and Walmart and/or one or more of its Affiliates, on the other hand or (c) involve any information that the SPAC determines, in its reasonable discretion, is co...
Observation Right. 12 5.10. [Intentionally Deleted].......................................................................12 5.11. Issuance of Certificates......................................................................12 5.12. Unrestricted Securities.......................................................................12 5.13. Sale of Company Securities....................................................................13
Observation Right. The Company covenants that, for the ninety (90) day period beginning on the date of this Agreement, Tracker shall have the right to have one (1) representative attend, in a nonvoting observer capacity, all meetings of the Company's Board of Directors and each standing committee and newly formed committee (whether held in person or via telephone conference). The representative shall be invited to participate in all discussions of matters brought to the Board of Directors and any such committee, and shall be provided with minutes, consents and other materials, financial and otherwise, which the Company provides to its Board and each such committee, such copies to be delivered to the address specified by such representative. The Company shall give such representative written notice of any meeting of the Company's Board of Directors and each such committee simultaneously with that given to the Board of Directors and each such committee such that Tracker will be able to exercise effectively the rights granted by this Section 5.13. The Company shall give such representative copies of any written actions by consent of the Company's Board of Directors and each such committee.
Observation Right. The Company shall permit each Major Investor who does not otherwise have an Affiliate designated as a director to have one (1) representative attend each meeting of the Board of Directors of the Company and each meeting of any committee thereof; provided, however, that the Series E Purchasers together shall have the right to only one such observer as a result of their status as Series E Purchasers, which such observer shall be determined by the majority in interest of the Series E Purchasers, and the Series E Purchasers shall have a right to have such observer regardless of whether one or more Series E Purchaser otherwise has an Affiliate designated as a director. The Company shall send to each such Major Investor the notice of the time and place of such meeting in the same manner and at the same time as it shall send such notice to its directors or committee members, as the case may be. The Company shall also provide to each such Major Investor copies of all notices, reports, minutes and consents at the time and in the manner as they are provided to the Board of Directors or any committee thereof. Notwithstanding any provision of this Section 8(f), the Company shall have the right to exclude any such Major Investor or representative thereof from access to any meeting or portion thereof or any material if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect proprietary information or for other similar reasons.
Observation Right. For as long as the Investor, together with any Qualified Walmart Subsidiary, holds no less than 289,053,746 shares of Class A Ordinary Shares (or ADSs representing such number of shares of Class A Ordinary Shares), as adjusted in connection with share splits or share consolidation, reclassification or other similar event, the Company shall permit the Investor to designate one (1) senior executive of Walmart as a representative to attend all meetings of the Board in a nonvoting observer capacity (the “Observer”) and, in this respect, shall give such Observer notice of such meetings and copies of all meeting materials when such materials are distributed to the members of the Board; provided, that (i) the Observer shall have no voting rights, (ii) the Observer shall agree to hold in confidence and trust with respect to all information provided at or with respect to any meetings of the Board, and (iii) the Company reserves the right to withhold any information and materials and to exclude the Observer from any meeting or portion thereof if, upon the advice of counsel (including any internal counsel), access to such information or materials or attendance at such meeting could adversely affect the attorney-client privilege between the Company (or its applicable Subsidiary) and its counsel or result in a conflict of interest or if the chairman of the Board, at his or her discretion, believes in good faith that excluding the Observer from such information or materials or such meetings is reasonably appropriate or necessary.
