Observer Right. The Loan Parties shall allow a representative designated by Agent to attend and participate in all meetings of each Borrower’s Board of Directors and of the governing body of each other Loan Party, including all committees and sub-committees thereof (each, a “Board Observer”). The Loan Parties shall (i) give the Agent notice of all such meetings, at the same time as furnished to the directors, managers, or partners, as applicable, of any of the applicable Loan Parties, (ii) provide to each Board Observer all material notices, documents and information furnished to the directors, managers, members, or partners, as applicable, of each entity, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors, managers, members, or partners, as applicable, (iii) notify each Board Observer and permit Board Observer to participate by telephone in, emergency meetings of each such board or other governing body and all committees and sub-committees thereof, (iv) provide each Board Observer copies of the minutes of all such meetings at the time such minutes are furnished to the members of the Board of Directors or other applicable governing body, and (v) cause regularly scheduled meetings of the Board of Directors and other applicable governing bodies to be held no less frequently than quarterly with at least one such meeting in each fiscal year to be held in person. THL Credit may consult with and advise management of the Loan Parties on significant business issues, including management’s proposed annual operating plans. THL Credit may submit business proposals or suggestions to management from time to time, in which case one or more members of management will discuss such proposals or suggestions with THL Credit within a reasonable period after such submission. Notwithstanding the foregoing, a majority of any such Board of Directors shall have the right to exclude the Board Observer from all or portions of meetings or omit to provide the Board Observer with certain information (a) if related to this Agreement or the Term Loan or (b) if such members of the board of directors reasonably believe in good faith that such exclusion or omission is necessary in order to preserve the attorney-client privilege.
Observer Right. (a) For so long as FRC continues to own beneficially shares of Preferred Stock (or Common Stock issued or issuable upon conversion of Preferred Stock), one representative of FRC, who currently is Xxxxxxx Xxxxxx, shall be entitled to attend all meetings of the Board of Directors in a nonvoting observer capacity. The Company shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that such representative may be excluded from access to any material or meeting or portion thereof if the Board of Directors determines in good faith that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information, or for other similar reasons.
(b) For so long as (x) Fidelity Management & Research Company or any nominee holder therefor or any direct or indirect subsidiary thereof which holds Series D Preferred Stock (collectively, “Fidelity”) continues to own beneficially not less than 4,689,766 shares of Series D Preferred Stock (or an equivalent amount of Common Stock issued or issuable upon conversion thereof), or (y) the Company has not consummated a public offering, one representative of Fidelity shall be entitled to attend all meetings of the Board of Directors in a nonvoting observer capacity. The Company shall give Fidelity and such representative copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that Fidelity shall cause such representative to hold in confidence all such materials to the same extent required by the provisions of Section 3.5; and provided further, that such representative may be excluded from access to any material or meeting or portion thereof if the Board of Directors determines in good faith that such exclusion is reasonably necessary to preserve the attorney-client privilege.
Observer Right. Provided the Investor either (i) meets the 10% Threshold, or (ii) both meets the 5% Threshold and is an Offtaker, at any time where there is not an Investor Nominee appointed to the Board (for any reason), the Investor shall have the right (but not an obligation) to designate a Representative to attend all meetings of the Board in a nonvoting observer capacity and, in this respect, the Corporation shall give such Representative copies of all notices, minutes, consents, and other materials that it provides to members of the Board at the same time and in the same manner as provided to such members.
Observer Right. At any time where there is not an Investor Nominee member of the ESSH Committee (for any reason), the Corporation shall invite a Representative of the Investor to attend all meetings of the ESSH Committee in a nonvoting observer capacity and, in this respect, shall give such Representative copies of all notices, minutes, consents, and other materials that it provides to members of the ESSH Committee at the same time and in the same manner as provided to such members.
Observer Right. The Company shall invite a representative of the Foundation to attend all meetings or other deliberative sessions of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors, as and when so provided to the directors; provided, however, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets.
Observer Right. In the event and at anytime a Stockholder no longer has the ability to designate a member of the Board of Directors or the designee for a Stockholder resigns or is unavailable or unable to attend meetings of the Board of Directors, at the request of the designating Stockholder, the Company shall invite a representative of such Stockholder selected by that Stockholder( each an “Observer”) to attend all meetings of its Board of Directors (and all committees thereof) in a nonvoting observer capacity and, in this respect, shall give the Observer copies of all notices, minutes, consents and other material that it provides to its directors at the same time provided to the directors; provided, however, that the Company reserves the right to exclude the Observer from access to any material or meeting or portion thereof but only to the extent that (a) the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege or (b) such material or meeting or portion thereof relates directly to transactions or the relationship between the Company, on the one hand, and Stockholder or any of its Affiliates, on the other hand.
Observer Right. A representative of GE may attend all meetings of the Board in a nonvoting capacity; provided that such representative shall not disclose any business of the Board to any Person, other than GE or its Affiliate, unless compelled to do so by judicial or administrative process or by other requirement of applicable law. The Company shall give written notice to GE at least ten days prior to each meeting of the Board, specifying the time, place and agenda of such meeting. Such representative shall be entitled to receive (i) all documents and materials submitted to the Board for review or approval, (ii) true and complete copies of minutes of all Board meetings and (iii) any other information given to any Director in the same manner and at the same time as such documents, materials and information are given to any such Director. The Company shall reimburse GE’s representative for reasonable expenses incurred by such representative in connection with the Board meetings consistent with the Company’s reimbursement of the Directors.
Observer Right. To the extent practical, the Seller’s appointee on the Steering Committee shall be permitted to observe any prescheduled, in-person meetings, and any prescheduled telephone conference calls, between representatives of the Purchaser and representatives of the FDA, to the extent such prescheduled meetings and calls relate to the NDA for Aeroquin for the CF Indication.
Observer Right. Each of IDG, People Better, CMC Capital, CMC Holdings, Qiming, Tencent, Tiger and H Capital, so long as it holds any Shares in the Company, shall be entitled to, from time to time, designate one (1) representative to attend all meetings of the Board, any Subsidiary Board and all committees thereof as non-voting observer, and such observer shall have the right to be provided with all notice and information that the members of the Board, Subsidiary Boards and all committees thereof have the access to; provided that such observer agrees in writing to keep all information obtained in such observation process strictly confidential and not to use such information for any purpose other than reporting to such Investor.
Observer Right. (a) The Investors may designate the individual having the qualifications provided in Section 2(b) as a non-voting observer of the Board (the “Observer”) who, subject to Section 2(f), the Company shall permit to attend each meeting of the Board and the committees thereof. The Company shall provide the Observer with copies of all information and materials (including notices of meetings) delivered to the Board or the applicable committee at substantially the same time, and using the same method of delivery, as delivered to the members of the Board or such committee. The Observer may participate in discussions of matters brought to the Board or any committee thereof.
(b) The Observer shall, at all times while serving as Observer, be a current director or executive officer of an Investor or an Affiliate of an Investor and shall automatically cease to be an Observer at such time as such person ceases to be a current director or executive officer of an Investor or an Affiliate of an Investor, at which time the Investors may designate another person as the Observer. The Investors shall be entitled at any time and from time to time to remove the Observer and replace the removed Observer with any individual selected by the Investors.
(c) The Investors and the Observer shall hold in confidence and trust all non-public information received during such meetings (the “Board Information”), except that the Observer may disclose any Board Information (i) to the Investors and their respective Affiliates, and its and their Representatives, who have a need to know such information for the purpose of the Investors’ monitoring of its investment in the Company and for any other legitimate business purpose (provided that, in each case, it or they are subject to a comparable obligation of trust or confidentiality with respect to the Board Information provided to it or them), (ii) as permitted or required by applicable Law or (iii) as reasonably necessary for the Observer or Investors to enforce any rights or remedies it may have with respect to the Company. Notwithstanding anything to the contrary set forth herein, the foregoing restrictions shall not apply to any Board Information that: (1) is lawfully possessed or known by such receiving Person prior to the time of receipt from the disclosing Person, without use or disclosure restrictions; (2) is or becomes publicly available through no breach of this Agreement by the receiving Person; (3) is lawfully furnished to the receiving ...
