Observation Right Clause Samples

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 ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and the initial observer is R. ▇▇▇▇▇▇ ▇▇▇▇▇▇).

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”).

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 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. From and after the Closing, during the period in which the Purchaser or its Affiliate Assignees hold and continue to hold at least 75% of the Tranche A Purchased Shares held by them at the Closing, the Purchaser shall have the right to appoint one (1) person as a representative (the “Board Observer”) to attend all meetings of the board of directors of the Company in a nonvoting observer capacity. The Board Observer shall be given notice of all meetings of the board of directors of the Company 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 Company 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 Company or such committee, as applicable, and in addition to the committee materials, the Board Observer shall be given a written summary of each meeting of the audit committee and risk committee of the board of directors of the Company (or their functional equivalents) as soon as reasonably practicable following each such meeting, as well as a reasonable opportunity to meet with the chairperson of each such committee as soon as reasonably practicable following each such committee meeting; provided, however, that the Purchaser and/or its Affiliate Assignees, as the case may be, agree, and shall procure, that such Board Observer enters into a mutually acceptable customary confidentiality agreement with the Company with respect to all Board Materials and other information so provided. The Company shall not be obligated to provide such Board Observer 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 be inconsistent with the directors’ fiduciary duties to the Company or involve either attorney-client privileged information or matters constituting a conflict of interest for the Purchaser. Any Tranche A Purchased Shares permitted to be sold under Section 3.1(c) of this Agreement shall be deemed to be continued to be held by the Purchaser and its Affiliate Assignees on any calculation date for purposes of determining the percentage of Tranche A Purchased Shares held this Article IV.

Observation Right. From and after the Closing, during the period in which the Purchaser or its affiliates hold any Shares, the Purchaser shall have the right to appoint one (1) person as a representative to attend all meetings of the board of directors of the Company (the “Board”) and any committee of the Board in a nonvoting observer capacity (the “Observer”), and the Company shall give the Observer notice of such meetings, invite the Observer to attend all such meetings and provide the Observer with copies of all minutes, consents and other meeting materials that it provides to its directors at the same time and in the same manner as provided to such directors.

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 Parent will permit the Noteholder Representative. Upon the provisions of this Section 6.18 ceasing to or its designee (the “NR Observer”) to attend all meetings of the Parent’s Board of Directors in a non-voting observer capacity subject to the agreement by the Noteholder Representative or designee, as applicable: (i) to hold in strict confidence and to act in a fiduciary manner with respect to all information and materials that he or she may receive or be given access to in connection with meetings of the Parent’s Board of Directors (“Confidential Information”), (ii) not to disclose such Confidential Information to any third parties, and (iii) to exercise due care in protecting the confidentiality of any Confidential Information. The NR Observer may be in full force excluded from certain confidential “closed sessions” or “executive sessions” of the Board or any portions of a Board meeting if, in the reasonable judgment of the Board or of the Parent’s Chief Executive Officer, there is a competitive conflict of interest with respect to the issue to be discussed, the matters to be discussed are highly sensitive or if the NR Observer’s presence would adversely affect the Parent whether by way of adversely affecting the attorney-client privilege between the Parent and effect subject to the immediately preceding sentence,its counsel or otherwise. The Parent’s Board of Director’s may meet and prior to the next election of directors by shareholders of the Parent, each of the independent directors exercising the consent rights set forth hereinabove may be removedcommunicate informally by majority vote of the telephone or

Observation Right. ▇▇▇▇, at its sole expense and discretion, may appoint one representative ("Observer") to attend and participate in all meetings of the Licensee’s board of directors or board of managers or other governing body, as the case may be, (the “Board”) in a non-voting observer capacity. The Observer shall be entitled to receive copies of all notices, minutes, written consents, and other materials that the Licensee provides to members of the Board ("Board Materials") at the same time that Licensee provides such Board Materials to members of the Board.