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. 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. 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. 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. (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.
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) 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.
Observer Right. At the election of the St. Cloud, St. Cloud may designate an observer (any such person shall be referred to herein as an “St. Cloud Observer”) in lieu of, designating a St. Cloud Director. The St. Cloud Observer shall have the right to attend as an observer all meetings of each of the Boards and all committees thereof, and shall be entitled to receive all written materials and other information (including copies of meeting minutes) given to directors in connection with such meetings at the same time such materials and information are given to the directors. If the Company or Prolong Sub proposes to take any action by written consent in lieu of a meeting of its board of directors or of any committee thereof, the Company shall give, or shall cause Prolong Sub to give, written notice thereof to the St. Cloud Observer prior to the effective date of such consent describing in reasonable detail the nature and substance of such action.
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. Subject to Section 2.1(c), for so long as Xxxx Investor (together with its Permitted Transferees) beneficially owns in the aggregate a number of Outstanding Capital Shares representing at least eight percent (8%) of the number of Outstanding Capital Shares on a fully diluted basis, Xxxx Investor shall have the right to designate one (1) individual (such designee or its replacement pursuant to this Article II, as applicable, the “Xxxx Observer”) to attend in person or join telephonically all meetings of the Board and the audit committee and risk committee thereof in a non-voting, observer capacity. The Xxxx Observer shall be given notice of all meetings of the Board, including all audit committee and risk committee meetings, in substantially the same manner and at substantially the same time as notice is sent to the members of the Board or such committee, as the case may be, and shall receive a copy of all notices, agendas and other material information distributed to all the members of the Board or such committee in substantially the same manner and at substantially the same time as sent to the members of the Board or such committee, as the case may be; provided, however, that such Xxxx Observer shall enter into a mutually acceptable customary confidentiality agreement with the Company with respect to all information so provided; provided further, that the Company reserves the right to withhold any information and to exclude any Xxxx Observer from the applicable portion of a meeting if the Company’s general counsel determines in good faith that access to such information or attendance at such portion of the meeting would reasonably be expected to result in (A) a loss of an attorney-client privilege or attorney work product protection, (B) disclosure of trade secrets or competitively sensitive information relating to the Company’s or a Company Subsidiary’s business, or (C) a conflict of interest (including information or meetings with respect to any action to be taken, or any determination to be made, by the Board or a committee thereof regarding any dispute with Xxxx Investor (or any of its Permitted Transferees or Affiliates)); provided, further, that, with respect to clauses (A)-(C), the Company uses reasonable efforts, and cooperates in good faith with Xxxx Investor, to develop and implement reasonable alternative arrangements to provide Xxxx Investor with the intended benefits of this Section 2.1(b). Upon Xxxx Investor (together with its Permitted Tran...
