Observation Rights. The Issuer covenants and agrees, if requested in writing by the Collateral Manager and to the extent practicable under the circumstances, to notify the Collateral Manager of each meeting of the Board of Directors of the Issuer following the receipt of such request by the Issuer and to use commercially reasonable efforts to provide any materials distributed to the Board of Directors in connection with any such meeting and to afford a representative of the Collateral Manager the opportunity to be present at each such meeting, in person or by telephone at the option of the Collateral Manager.
Observation Rights. The Holder of this Warrant shall receive notice of and be entitled to attend or may send a representative to attend all meetings of the Company's Board of Directors in a non-voting observation capacity and shall receive a copy of all correspondence and information delivered to the Company's Board of Directors, from the date hereof until such time as the indebtedness evidenced by the Note has been paid in full.
Observation Rights. To the extent that, at any time after the Closing Date, and during the Applicable Period, a representative of the Purchaser shall not be a member of the Company's board of directors, a representative of the Purchaser designated by the Purchaser from time to time in its sole discretion (the "PURCHASER REPRESENTATIVE") shall be entitled to attend as an observer all meetings of the board of directors of the Company (including, but not limited to, any and all committees thereof and telephonic meetings with respect thereto); provided, however, that the Company's board of directors may require that the Purchaser Representative not attend any particular meeting of the Company's board of directors or committees thereof or be excused from any portions of such meetings that involve matters or business that the Company's board of directors determines in good faith are matters or business that must be considered by the Company's board of directors (or the applicable committee thereof) without the Purchaser Representative being in attendance; provided, however, that the Purchaser Representative shall not be excluded from any two (2) consecutive meetings. Except with respect to matters or business as to which the Company's board of directors has determined that must be considered by the board of directors (or the applicable committee thereof) without the Purchaser Representative being in attendance, the Purchaser Representative shall be provided with the same meeting notices and materials as the members of the Company's Board of Directors (including, without limitation, any and all committees thereof), including, without limitation, copies of all proposed and final resolutions, minutes and written consents. The Company shall, at all times during the Applicable Period during which a Purchaser Director shall not be a member of the Company's board of directors, allow the Purchaser Representative (or such other person designated by the Purchaser Representative from time to time) to be present at the business offices of the Company during regular business hours and the Company further covenants to provide to such Purchaser Representative (and such designee, if any), during regular business hours, upon seventy-two (72) hours notice to the Chief Executive Officer of the Company, access to all of the Company's books, records, files, documentation and other information related to the past, present and/or future operations of the Company and any of its subsidiaries or its parent,...
Observation Rights. Until such time as the earlier to occur of (a) Nortel Networks no longer holds any Loans or Commitments hereunder or (b) the Debt Service Coverage Ratio of the Borrower or its Consolidated Subsidiaries has equaled or exceeded 1.00 to 1.00 (if calculated prior to the Amortization Commencement Date, determined on a pro forma basis as if the Amortization Commencement Date had occurred four fiscal quarters prior to such date of calculation) for a period of four consecutive fiscal quarters, the Borrower and/or Holdings shall give Nortel Networks notice of each meeting of the Board of Directors of Holdings and each meeting of any committee of the Board of Directors of Holdings not less than ten Business Days prior to the dates CREDIT AGREEMENT - Page 76 84 of any such meetings and allow a Person designated by Nortel Networks to serve as an observer (the "Observer") who may attend all such meetings of the Board of Directors of Holdings and any committee of the Board of Directors of Holdings. The Observer will not be a director, nor entitled to vote on any matter submitted to the Board of Directors of Holdings (or any committee of such board), and will have no rights, duties, liabilities or obligations of a director. The Observer may be excused at the request of a majority of the directors present at any such meetings for discussions involving sensitive information regarding competitors of Nortel Networks or Nortel Networks itself. The Observer may share any information gained from presence at such meetings with the employees, officers, directors, attorneys and advisors of Nortel Networks who have a need to know such information in the performance of their duties (collectively, the "Representatives"), but such information shall otherwise be kept confidential by Nortel Networks and its Representatives to the same extent that financial information with regard to Holdings is required to be kept confidential in accordance with the terms of this Agreement.
Observation Rights. The parties hereto acknowledge and affirm that the Buyers shall have Observation Rights (as defined in the Initial Securities Purchase Agreement) as set forth in Section 5.6 of the Initial Securities Purchase Agreement.
Observation Rights. In addition to the rights granted to LLCP in this Section 1.1, if, at any time, no LLCP Representative is serving on the Board for any reason, LLCP shall be entitled to receive written notice of, and to have one (1) representative and one (1) advisor to such representative (or, at LLCP's election, two (2) representatives) attend as observers at, all meetings of the Board (and of all committees thereof) and all meetings of the shareholders of the Company. Written notice of all such meetings shall be given to LLCP in the same manner and at the same time, to the extent permitted by Applicable Laws, as to the members of the Board or such committees (which in any event shall not be less than forty-eight (48) hours prior to such meeting unless otherwise agreed to by LLCP in advance and in writing) and at the same time as to the shareholders of the Company, as the case may be. The Company shall furnish LLCP with copies of (i) the meeting agenda, if any is prepared, (ii) all information that is furnished to the members of the Board (or such committees) or to the shareholders of the Company (whether prior to, at, or subsequent to any such meetings), as the case may be, at the same time as such materials are furnished to the members of the Board or such committee or to the shareholders of the Company, as the case may be, and (iii) copies of the minutes of all meetings of the Board (and such committees) and of all meetings of shareholders concurrently with the distribution of such minutes to one or more members of the Board (or such committees) or shareholders, as the case may be, but in no event later than forty-five (45) days after each such meeting.
Observation Rights. Without limiting any of the rights of LLCP in this Section 1, and whether or not any LLCP Representative is then serving on the Board, the Company shall invite two (2) representatives of LLCP or one (1) representative of LLCP plus one (1) advisor to attend in a non-voting observer capacity all meetings of the Board and the committees thereof and at all meetings of the shareholders of the Company. Notice of such meetings shall be given to LLCP in the same manner and at the same time as to the members of the Board or such committees or such shareholders, as the case may be (which in any event shall not be less then forty-eight (48) hours prior to such meeting unless otherwise agreed to by LLCP in advance and in writing). LLCP shall be provided with copies of (a) a meeting agenda, if any is prepared, (b) all information that is provided to the members of the Board or such committees or such shareholders (whether prior to, at, or subsequent to any such meetings), as the case may be, at the same time as such materials are provided to the members of the Board or such committee or such shareholders, as the case may be, and (c) copies of the minutes of all meetings of the Board and such committees or such shareholders concurrently with the distribution of such minutes to one or more members of the Board or such committees or such shareholders, as the case may be, but in no event later than forty-five (45) days after each such meeting.
Observation Rights. (a) For such time as any of GM and DIRECTV (i) continues to hold, in the aggregate, in excess of 5% of the Common Stock Deemed Outstanding, or (ii) retains the full amount of its original investment in the Company (whether or not converted into shares of Series A Convertible Preferred Stock or Class A Common Stock), GM and DIRECTV together shall be allowed one observer at Board of Directors meetings to represent whichever company does not have a representative serving on the Board of Directors at that time.
Observation Rights. The Holder shall be entitled to appoint one Person (the “Holder Appointee”) to attend, as a non-voting observer, each meeting of the Board of Directors, or any committee thereof, whether such meeting is conducted in person or by telephone. The Holder Appointee shall be entitled to receive, with respect to each meeting of the Board of Directors or any committee thereof: (a)(i) written notice of each regular meeting at least ten (10) days in advance thereof and (ii) written notice of each special meeting at least two (2) Business Days in advance of such meeting, but, in any case involving any such regular or special meeting, such notice shall be delivered no later than the date on which the members of the Board of Directors or the committee, as applicable, are notified of such meeting, and (b) any and all information provided in connection with each such meeting to all other potential attendees of such meeting, in each case at the time and in the same manner as provided to such other attendees. Additionally, the Holder Appointee shall receive copies of all other notices, minutes, consents and other material items that the Company provides to its directors at the same time and in the same manner as provided to such directors. The Holder Appointee shall receive reimbursement from the Company for any and all reasonable out-of-pocket expenses incurred in connection with attending any and all meetings of the Board of Directors or any committee thereof. The Holder shall be entitled to fill any vacancy caused by the resignation, death or removal of a prior Holder Appointee. As of the date hereof, the Holder has elected not to appoint a Holder Appointee.
Observation Rights. The Holder of this Warrant shall (a) receive notice of and be entitled to attend or may send a representative to attend all meetings of the Company's Board of Directors in a non-voting observation capacity, (b) receive copies of all notices, packages and documents provided to members of the Company's Board of Directors for each board of directors meeting, and (c) receive copies of all actions taken by written consent by the Company's Board of Directors, from the date hereof until such time as the indebtedness evidenced by the Note has been paid in full; provided, however, that if the Company fails to comply with the notice provisions of this Section, such failure by the Company shall not be a breach hereunder and shall not effect any action taken by the Company's Board of Directors if such action had no adverse or disproportionate effect on Holder.
