Observation Rights Clause Samples

Observation Rights. (i) The Company will offer to each Holder who owns at least 1,500,000 Shares (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like), for any period during which an authorized representative of such Holder is not a member of the Company’s Board of Directors, an invitation to such Holder’s authorized representative to attend all meetings of the Company’s Board of Directors, including executive sessions and committees thereof, and in connection therewith shall provide to such representative copies of all notices, minutes, consents, and other materials that it provides to its directors. Such representative may participate in discussions of matters brought before the Board of Directors, but shall in all other respects be a nonvoting observer; provided, that the Company reserves the right to withhold any information and to exclude such representative(s) from any meeting or portion thereof if access to such information or attendance at such meeting (A) could adversely affect the attorney-client privilege between the Company and its counsel, (B) result in disclosure of trade secrets, (C) involves a conflict of interest, (D) if such representative(s) is affiliated with a competitor of the Company. (ii) The Company will offer to ▇▇▇▇▇▇ ▇▇▇▇▇▇ Jurvetson and its affiliates (“DFJ”) so long as DFJ continues to own at least 1,500,000 Shares (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like), an invitation to DFJ’s authorized representative to attend all meetings of the Company’s Board of Directors, including executive sessions and committees thereof, and in connection therewith shall provide to such representative copies of all notices, minutes, consents, and other materials that it provides to its directors. Such representative may participate in discussions of matters brought before the Board of Directors, but shall in all other respects be a nonvoting observer; provided, that the Company reserves the right to withhold any information and to exclude such representative(s) from any meeting or portion thereof if access to such information or attendance at such meeting (A) could adversely affect the attorney-client privilege between the Company and its counsel, (B) result in disclosure of trade secrets, (C) involves a conflict of interest, (D) if such representative(s) is affiliated with a competitor of the Com...

Observation Rights. Pursuant to the terms of this Agreement, the Observers shall be entitled to attend, as observers, all meetings of the Company's Board of Directors (including telephonic meetings); provided, however, that (a) the Company's Board of Directors may require that the Observers, or either of them, not attend any particular Board meeting or be excused from any portions of meetings that involve matters or business that the Company's Board of Directors, in its reasonable discretion, determines involve matters or business necessary to be considered by the Board of Directors without the Observers being in attendance; and (b) such rights shall exist for each such individual only for so long as such individual owns at least 1.0% of the outstanding shares of the Company's Common Stock. Should the Company's Board of Directors determine that an extraordinary and rare circumstance exists such that the Observers, or either of them, should be asked not to attend all or part of a Board meeting, the Board must provide to the Observers, at least five (5) business days prior to such a meeting, with a written explanation detailing the reasons for the exclusion; provided that the Company's Board of Directors may not exclude one or both of the Observers from meetings or portions of meetings during which the Board will address either stockholder or compensation matters. Except with respect to matters or business as to which the Company's Board of Directors has determined should be considered by the Board of Directors without the Observers being in attendance and for so long as such individual is entitled to attend Board meetings, such individuals shall be provided with the same meeting notices and materials as the members of the Company's Board of Directors, including but not limited to copies of all proposed and final resolutions, minutes and written consents. Notwithstanding anything to the contrary herein, the Observers may opt to terminate their Observation rights effective upon 5 business days written notice to the Company, following which time the Observers will no longer be provided with meeting notices and material. Upon electing to terminate their status as Observers, the Observers will in no way be considered by the Corporation to be insiders or affiliates, unless required by applicable law.

Observation Rights. 4.1 Without limiting any of the rights of the Investor in Article 3 hereinabove, if, at any time, less than three (3) Investor Representatives are serving on the Board for any reason, the Investor shall receive notice of and be entitled to have one (1) representative and one (1) advisor to such representative (or, at the Investor's election, two (2) representatives) attend as observers all meetings of the Board (except those portions thereof where confidential and non-public information will be disclosed or discussed) and of all committees thereof and at all meetings of the shareholders of the Corporation. Notice of such meetings shall be given to the Investor in the same manner and at the same time 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 the Investor in advance and in writing) and at the same time as to the shareholders of the Corporation, as the case may be. The Investor shall be provided with copies of (i) a meeting agenda, if any is prepared, (ii) all information that is provided to the members of the Board or such committees or to the shareholders of the Corporation (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 to the shareholders of the Corporation, 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. In consideration of the execution by Consultant of this Agreement, one representative of Consultant shall have the right to attend all meetings of the Board of Directors.

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.

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. 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. From the date hereof until the earlier of (i) the date that ATW (as defined below) no longer holds Debentures or (ii) such time that ATW provides written notice to the Company that it no longer intends to exercise its rights pursuant to this Section 4.16, which such notice may be revoked solely at the option of ATW, so long as ATW holds Debentures, the Company shall grant ATW the right to designate one non-voting observer (i) to attend any and all meetings of the Board of Directors, including but not limited to special committee meetings and telephonic meetings and (ii) prior to such meetings, to receive any and all information provided to the members of the Board of Directors or committee members in connection with such meetings; provided, however, the ATW representative may be excluded from access to any material or meeting or portion thereof if the Board of Directors determines in good faith, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information, or for other similar reasons.

Observation Rights. Each Investor owning (either individually or collectively with its affiliates) not less than 2,000,000 shares of Registrable Securities (as adjusted for stock splits, stock dividends, combinations and other reclassifications) and each transferee who holds (either individually or collectively with its affiliates) no less than that number of shares of Registrable Securities, shall have the right to receive notice of all meetings of the Board of Directors, to attend any such meeting (or designate its representative to attend such meeting on its behalf) as a nonvoting observer and to comment for the record at any such meeting (for purposes of this Section 4.1(y), the term “meeting” shall be deemed to include all “executive sessions” and any other similar meeting of all or part of the Board of Directors). Each observer so appointed as provided above shall sign a confidentiality agreement reasonably acceptable to the Board of Directors prior to his or her first attendance to his or her first meeting of the Board of Directors. Notwithstanding anything contained herein to the contrary, no observer shall be permitted to attend any meeting of any committee of the Board of Directors without the consent of a majority of the members of such committee (including a majority of the directors selected by the Investors pursuant to Section 5 below). The Board of Directors, or the members of any committee thereof, as applicable, shall have the right to prevent access by any or all observers to any meeting of the Board of Directors, or committee thereof, respectively, or any portion thereof, if a majority of the directors present at such meeting (including a majority of the directors selected by the Investors pursuant to Section 5 below) deem, in their sole discretion, such action necessary to protect the confidential information of the Company.