Common use of Observer Right Clause in Contracts

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. The Loan Parties Each Core Shareholder shall allow a have the right (an “Observer Right”) to designate one 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 meetingsattend, at the same time as furnished to the directorsCompany’s expense (including reasonable travel expenses), 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 any committee thereof and, at reasonable times upon reasonable advance notice to be held no less frequently than quarterly with at least one such meeting in each fiscal year the Company, to be held in person. THL Credit may consult with and advise management of the Loan Parties Company and inspect the books and records of the Company, so long as such Core Shareholder shall own Common Shares and the Institutional Securityholders have determined in their discretion that such right is necessary or advisable in order for such Core Shareholder to maintain its qualification as a venture capital operating company within the meaning of regulations promulgated by the United States Department of Labor. In addition, the Company will provide to such Core Shareholder with an Observer Right copies of any materials or written information provided to directors of the Company at the times such materials or information are provided to directors of the Company, whether or not such Core Shareholder’s representative attends such meetings. The Company will provide such Core Shareholder with an Observer Right with notice of all meetings of the Board on significant business issues, including management’s proposed annual operating plans. THL Credit may submit business proposals or suggestions the same basis as notice is provided 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 submissiondirectors on the Board. Notwithstanding the foregoingforegoing (but subject to any right the Core Shareholder may have independent from this Section 2.06), a majority of (a) the Company shall not be obligated to provide any such Board of Directors materials or information to such Core Shareholders unless such Core Shareholder shall have executed a confidentiality agreement in form and substance satisfactory to the Company; (b) the Company shall have the right to exclude such Core Shareholder’s representative from any meetings if (i) the Board Observer from all or portions presence 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 representative at such exclusion or omission is necessary in order to preserve the meeting would waive any attorney-client privilegeprivilege or (ii) the matters to be discussed at such meeting include any transaction or potential transaction with such Core Shareholder, its Affiliates or the terms of any agreements or contracts between the Company and the Core Shareholder or its Affiliates (a “Potential Conflict Matter”); and (c) the Company shall have the right to withhold from the Core Shareholder any such materials or information provided to directors of the Company if (i) the providing of such materials or information would waive any attorney-client privilege or (ii) the matters addressed in such materials or information include a Potential Conflict Matter.