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.

Observer Right. (a) Promptly following the execution of this letter agreement, the Board, and any and all applicable committees of the Board, shall take all necessary actions to appoint one (1) individual identified by 22NW (the “Observer”) as an observer to the Board, effective August 19, 2024, to serve as such until the Termination Date (as defined below) (such period of service, the “22NW Observer Period”). The Loan Parties shall allow a representative Company acknowledges and agrees that Bxxxxx X. Xxxxx-Xxxxxx is the individual initially designated by Agent 22NW to serve as the Observer. (b) The Observer shall have access to attend and participate in all meetings of each Borrower’s the Board of Directors and any committee thereof held during the 22NW Observer Period in his or her capacity as an observer of the governing body of each other Loan PartyBoard. (c) During the 22NW Observer Period, including all committees and sub-committees thereof (each, a “Board Observer”). The Loan Parties the Observer shall not (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 be deemed a director of the applicable Loan Parties, Board; (ii) provide have the right to each Board Observer all material notices, documents and information furnished vote on any matter presented to the directors, managers, members, Board 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, any committee thereof; (iii) notify each be considered or be required for purposes of establishing a quorum of directors necessary for the Board Observer and permit Board Observer to participate by telephone in, emergency hold meetings of each such board or other governing body and all committees and sub-committees thereof, otherwise take action; (iv) provide each Board Observer copies have any effect on, or rights related to, the holding or scheduling of the minutes of all such meetings at the time such minutes are furnished to the members any meeting of the Board of Directors or other applicable governing body, and any committee thereof; (v) cause regularly scheduled meetings of have the Board of Directors and other applicable governing bodies right to propose or offer any motions or resolutions to the Board; or (vi) have or be held no less frequently than quarterly with at least one such meeting in each fiscal year deemed to have, or otherwise be held in personsubject to, any fiduciary duties to the Company or its stockholders. THL Credit may consult with and advise management of During the Loan Parties on significant business issues22NW Observer Period, 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 Observer shall have the right to exclude (w) receive the same minutes, consents and other materials distributed (collectively, the “Board Observer from all Materials”), in connection with Board or portions of meetings or omit committee meetings, 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 Board and any committee thereof, contemporaneously with their distribution to the directors and, for the avoidance of directors doubt, if the Board or applicable committee is discussing matters at a meeting concerning past Board Materials or any matters that reference past Board Materials, the Company shall also provide the Observer with access to such readily available past Board Materials; (x) receive notice of, and, if applicable, an agenda for all meetings of the Board and any committee thereof, contemporaneously with the notice, and, if applicable, an agenda, each, if any, provided to the directors; (y) receive such readily available additional information as reasonably believe requested by the Observer that the Observer believes is relevant to matters being discussed by the Board or a committee thereof; and (z) otherwise reasonably participate (including, without limitation, by expressing his or her perspectives and views) in good faith meetings and discussions of the Board and any committee thereof; provided, however, that such exclusion the Observer shall not have the right to vote on any matter. It is understood and agreed that the Observer shall adhere to, and act consistently with, the Company’s policies imposed on all members of the Board, including, without limitation, the Company’s Code of Conduct and Ethics, Corporate Governance Guidelines and Ixxxxxx Xxxxxxx Policy; provided, that the Observer shall exit any Board or omission is necessary committee meeting, if requested, to allow the Board to discuss material interests of the Company that relate to an existing or potential conflict of interest between the Company and the Observer; provided, further, that any absence or exit from any Board or committee meeting by the Observer shall have no effect on the legal status of any action taken or resolution approved by the Board or any committee at a meeting. (d) Notwithstanding anything to the contrary contained in order the Company’s policies, the Company agrees that the Observer may provide confidential information to preserve 22NW that the attorney-client privilegeObserver learns in his or her capacity as an observer to the Board for the purpose of assisting the Observer in his or her role as an observer to the Board and evaluating 22NW’s investment in the Company, subject to, and solely in accordance with the terms of, that certain confidentiality agreement that 22NW and the Company are entering into simultaneously with this letter agreement, and which shall be substantially in the form attached hereto as Exhibit A. (e) The Company shall promptly (and in any event, no later than the time at which the Board members are notified) notify the Observer and 22NW in writing (including, without limitation, via email), as to the (i) opening of any trading window during which time all Board members are permitted to trade in Company securities and (ii) institution of any blackout period during which time all Board members are prohibited from trading in Company securities. The Company’s obligation to notify the Observer and 22NW as to the opening of any trading window in accordance with this Paragraph 1(e) shall survive the Termination Date and shall cease immediately following the Company’s notification to the Observer and 22NW that the trading window has opened after the Observer no longer serves as an observer to the Board.

Observer Right. The Loan Parties shall allow a representative designated by Agent (a) With respect to attend and participate in all meetings of each Borrower’s Board of Directors and Investor which -------------- initially owns 10% or more of the governing body outstanding Shares, until the earliest of each other Loan Party, including all committees and sub-committees thereof (each, a “Board Observer”). The Loan Parties shall the (i) give the Agent notice termination of all such meetings, at the same time as furnished to the directors, managers, this Agreement or partners, as applicable, of any of the applicable Loan Parties, (ii) provide such time as the Investor shall cease to own at least 10% of the outstanding Shares (other than a decrease in ownership resulting from an issuance of Shares by the Company), each Stockholder agrees that it will take all actions necessary so that such Investor will be entitled to have one observer (the "Observer") at all regular and special -------- meetings of the Board of Directors. The Company shall reimburse the Observer all material noticesfor expenses, documents and information furnished if any, relating to attendance at such meetings but only 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 same extent that 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 subCompany reimburses the non-committees thereof, (iv) provide each Board Observer copies of the minutes of all such meetings at the time such minutes are furnished to the management members of the Board of Directors or other applicable governing bodyfor such attendance expenses. The Observer shall be entitled to receive the same notice of any such meeting as any director, and (v) cause regularly scheduled meetings shall have the right to participate therein, but shall not have the right to vote on any matter or to be counted for purposes of determining whether a quorum is present thereat. In addition, the Observer shall have the right to receive copies of any action proposed to be taken by written consent 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 without a reasonable period after such submissionmeeting. Notwithstanding the foregoing, no action of the Board of Directors duly taken in accordance with the Delaware General Corporation law, the Certificate of Incorporation and the By-Laws shall be affected by any failure to have provided notice to the Observer of any meeting of the Board of Directors or the taking of action by the Board of Directors without a majority meeting. (i) Each of the Stockholders agrees to vote all of the Shares owned or held of record by such Stockholder at any regular or special meeting of the stockholders of the Company called for the purpose of filling positions on the Board of Directors, or in any written consent executed in lieu of such a meeting of stockholders, and agrees to take all actions otherwise necessary, to ensure the election to the Board of Directors of the nominees to the Board of Directors designated by Xxxxxx (the "Xxxxxx Nominees"). --------------- (ii) Each of the Company and each Stockholder hereby agrees to use its or his best efforts to call, or cause the appropriate officers and directors of the Company to call, a special meeting of stockholders of the Company and to vote all of the Shares owned or held of record by such Stockholder for, or to take all actions by written consent in lieu of any such Board meeting necessary to cause, the removal (with or without cause) of Directors any Xxxxxx Nominee if Xxxxxx requests such director's removal for any reason. Xxxxxx shall have the right to exclude designate a new nominee in the Board Observer from all event any Xxxxxx Nominee shall be so removed or portions shall vacate his or her directorship for any reason. (c) Except as provided in Section 4.1(b)(ii) hereof, each Stockholder hereby agrees that, at any time that it or he is then entitled to vote for the election or removal of meetings directors, it will not vote in favor of the removal of any Xxxxxx Nominee, unless such removal shall be for Cause. For the purposes of this Section 4.1(c), "Cause" shall mean as to any Xxxxxx Nominee, the gross neglect of or omit willful and continuing refusal to provide substantially perform his duties as a director, the Board Observer with certain information (a) if related willful engaging by a director in conduct which is demonstrably and materially injurious to this Agreement the Company or the Term Loan or (b) if such members director's conviction of the board of directors reasonably believe in good faith that such exclusion or omission is necessary in order to preserve the attorney-client privilegeany crime constituting a felony.