Observer Rights Sample Clauses
The Observer Rights clause grants designated individuals the ability to attend and observe meetings of a company's board of directors or other governing bodies without having voting power. Typically, this clause outlines who may serve as an observer, the scope of their access to information, and any confidentiality obligations they must uphold. Its core function is to provide certain stakeholders, such as investors or minority shareholders, with transparency and insight into the company's decision-making processes, thereby fostering trust and informed oversight without altering governance control.
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Observer Rights. (a) For so long as Kirin meets the Kirin Nomination Requirement, (x) the Company shall cause each of its Subsidiaries to invite a representative of Kirin to attend all meetings of its board of directors (or applicable governing body) (or any committee meetings of the foregoing), and (y) the Company shall use its commercially reasonable efforts to cause each of its controlled Affiliates (including Tecton) to invite one (1) representative of Kirin to attend all meetings of its board of directors (or applicable governing body) (or any committees of the foregoing) in a nonvoting observer capacity and, in this respect, shall give copies of all notices, minutes, consents, and other materials that it provides to directors (or other members of the applicable governing body) at the same time and in the same manner as provided to such directors (or other members of the applicable governing body); provided, however, that each such representative shall agree in writing to a nondisclosure agreement in a reasonable and customary form approved by the Company (provided any such agreement shall be in substantially the same form and no more restrictive than any similar agreement signed by the other directors or other members of the applicable governing body and otherwise consistent with the conditions set forth in Section 2(e)), which shall provide that such representative will hold in confidence and trust all information so provided; and provided, further, that each Subsidiary and controlled Affiliate may withhold any information and exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting reasonably would, after consultation with the Company’s (or such controlled Affiliate’s) outside legal counsel, adversely affect the attorney-client privilege between the respective Subsidiary or controlled Affiliate and its counsel or result in disclosure of trade secrets or a conflict of interest, as determined in good faith by a majority of the members of such Subsidiary’s board of directors who were not nominated by, and are not affiliated with, Kirin or Mitsui, or a majority of the members the board of directors (or applicable governing body) of such controlled Affiliate who were not nominated by, and are not affiliated with, Kirin or Mitsui, or the Disinterested Directors.
(b) For so long as Mitsui meets the Mitsui Nomination Requirement, (x) the Company shall cause each of its Subsidiaries to invite a representativ...
Observer Rights. As long as the DLB Investor or any of its Affiliates owns not less than twenty-five percent (25%) of the Series B Preferred Shares it purchased under the Series B Share Purchase Agreement (or an equivalent amount of Common Shares issued upon conversion thereof), the Company shall invite a representative of the DLB Investor to attend all regular meetings of the Company’s board of advisors (the “Advisory Board”) in an observer capacity and, in this respect, shall give such representatives copies of all materials that it provides to its advisors on such Advisory Board; and as long as the Broadline Investor or any of its Affiliates owns not less than twenty-five percent (25%) of the Series B Preferred Shares Broadline Investor purchased under the Series B Share Purchase Agreement (or an equivalent amount of Common Shares issued upon conversion thereof), the Company shall invite a representative of the Broadline Investor to attend all regular meetings of the Company’s Advisory Board in an observer capacity and, in this respect, shall give such representatives copies of all materials that it provides to its advisors on such Advisory Board; provided, however, that, in each case such representatives 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, in each case, the Company reserves the right to withhold any information and to exclude such representatives 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 or a conflict of interest, or if the DLB Investor, the Broadline Investor or their representatives are competitors of the Company.
Observer Rights. (a) HCV VII shall have the right to appoint an observer to the Board (the “HCV Observer”) as long as HCV VII, together with members of the HCV Group, holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by HCV VII and members of the HCV Group pursuant to the Purchase Agreement. The HCV Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the HCV Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereof.
(b) Saints Capital IV, L.P. (“Saints”) shall have the right to appoint an observer to the Board (the “Saints Observer”) as long as Saints, together with other members of the Saints/Oxford Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Saints and the other member of the Saints/Oxford Group pursuant to the Purchase Agreement. The Saints Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Saints Observer all materials provided to the members of the Board and notice of s...
Observer Rights. (a) If at any time (i) CGI Opportunity Fund II, L.P. (“Contrarian”) has not elected a designee to the Board of Directors and (ii) Contrarian is the owner of at least 970,000 Shares, Contrarian shall be entitled to appoint one representative to attend each meeting (including telephonic meetings) of the Board of Directors in a nonvoting observer capacity (the “Contrarian Board Observer”). The Contrarian Board Observer shall be entitled to receive notice of each such meeting in the same form and manner as is given to the members of the Board of Directors (the “Directors”) and the same materials as and when provided to the Directors. The Board of Directors shall not conduct any material business by written consent without giving notice (which may be after the fact) to the Contrarian Board Observer. The foregoing notwithstanding, the Contrarian Board Observer may be excluded from any meeting or receiving any information to the extent necessary or appropriate to protect any confidential matters discussed therein, as necessary or appropriate to protect the Company’s attorney/client privilege or in the event that the Board of Directors reasonably determines in good faith that the Contrarian Board Observer has a conflicting interest.
(b) If at any time (i) CVV Partners L.P. (“CVVP”) has not elected a designee to the Board of Directors and (ii) CVVP is the owner of at least 120,000 Shares, CVVP shall be entitled to appoint one representative to attend each meeting (including telephonic meetings) of the Board of Directors in a nonvoting observer capacity (the “CVVP Board Observer”). The CVVP Board Observer shall be entitled to receive notice of each such meeting in the same form and manner as is given to the Directors and the same materials as and when provided to the Directors. The Board of Directors shall not conduct any material business by written consent without giving notice (which may be after the fact) to the CVVP Board Observer. The foregoing notwithstanding, the CVVP Board Observer may be excluded from any meeting or receiving any information to the extent necessary or appropriate to protect any confidential matters discussed therein, as necessary or appropriate to protect the Company’s attorney/client privilege or in the event that the Board of Directors reasonably determines in good faith that the CVVP Board Observer has a conflicting interest.
(c) If at any time (i) One Earth Capital, LLC (“One Earth”) has not elected a designee to the Board of Directors...
Observer Rights. If and for so long as (a) SC Prosper Holdings LLC (along with any Affiliate thereof, collectively, “Sequoia”) holds at least 100,000 shares of Preferred Stock (as adjusted for any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event with respect to such shares) or (b) Institutional Venture Partners XIV, L.P. (along with any Affiliate thereof, collectively, “IVP”) holds at least 100,000 shares of Preferred Stock (as adjusted for any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event with respect to such shares), then Sequoia (if the condition set forth in subsection (a) is satisfied) and IVP (if the condition set forth in subsection (b) is satisfied) shall each be permitted to select a representative (a “Representative”). The Company shall invite each such Representative to attend, in a nonvoting capacity, all meetings of its Board of Directors, including executive sessions and all committees of its Board of Directors, and, in this respect, shall give to each such Representative copies of all notices, minutes, consents and other material that it provides to its Board of Directors; provided, however, that the Company reserves the right to exclude any Representative from access to any material or meeting or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege or to protect trade secrets of the Company. Each Representative acknowledges that the information received by it pursuant to this Agreement may be confidential and for the Representative’s use only, and it shall not use such confidential information in violation of the Exchange Act or reproduce, disclose or disseminate such information to any other person (other than employees having a need to know the contents of such information, and its attorneys), except in connection with the exercise of rights under this Agreement, unless the Company has made such information available to the public generally or such Holder is required to disclose such information by a governmental authority. All notices provided to any Representative shall be sent to Sequoia’s or IVP’s address, as applicable, as provided to the Company.
Observer Rights. As long as any Major Investor together with its affiliates owns not less than fifty percent (50%) of the shares of the Preferred Stock it originally purchased or is purchasing under the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof, the Company shall invite a representative of each such Major Investor to attend all meetings 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 (collectively, “Company Board Materials”); provided, however, that such representatives shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all Company Board Materials so provided; and, provided further, 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 would result in disclosure of trade secrets or a conflict of interest, or if such Major Investor or its representative is a direct competitor of the Company.
Observer Rights. (a) As long as Institutional Venture Partners XV Executive Fund, L.P. and Institutional Venture Partners XV, L.P. (collectively with their Affiliates, “IVP”) own not less than 664,496 shares of the Series C Preferred Stock it purchased under the Series C Stock Purchase Agreement dated on or around June 16, 2017 (or an equivalent amount of Common Stock issued upon conversion thereof) (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), the Company shall invite a representative of IVP to attend all meetings 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 at the same time and in the same manner as provided to such 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 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 or a conflict of interest.
(b) As long as Jasmine Ventures Pte. Ltd (“GIC”) owns not less than 314,143 shares of the Series E Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof) (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), the Company shall invite a representative of GIC to attend all meetings 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 at the same time and in the same manner as provided to such 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 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 a...
Observer Rights. (a) Each of 5AM Ventures V, L.P. (“5AM”), New Enterprise Associates 16, L.P. (“NEA”), Sofinnova Venture Partners X, L.P. (“Sofinnova”), Partners Innovation Fund, LLC and Partners Innovation Fund II, L.P. (“Partners”), Novartis Bioventures Ltd. (“Novartis”) and RA Capital Healthcare Fund, L.P. (“RA Capital”) shall be entitled to designate one representative each to attend all meetings of the Company’s Board of Directors in a nonvoting observer capacity, in each case for so long as each such Investor or group of affiliated Investors qualify as Major Investors hereunder. The representatives appointed as board observers shall initially be Jamil Beg for 5AM, ▇▇▇▇▇ ▇▇▇▇▇▇ for NEA, ▇▇▇ ▇▇▇▇▇▇▇ for Partners, ▇▇▇▇▇ ▇▇▇▇▇▇ for Sofinnova, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ for Novartis, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ for RA Capital.
(b) As long as Pivotal owns not less than 3,160,889 shares of Series B Preferred Stock, Pivotal shall be entitled to invite one representative to attend all meetings of the Company’s Board of Directors in a nonvoting observer capacity, who shall initially be ▇▇▇ ▇▇▇▇▇▇▇.
(c) The Company shall give such representatives designated in accordance with clauses (a) and (b) above copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representatives 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 the Company reserves the right to withhold any information and to exclude any 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 or a conflict of interest, or if any such representative (or the Major Investor designating him or her) is a Competitor.
Observer Rights. (a) Prior to an Initial Public Offering, Collateral Agent shall have the right to have a single representative attend all meetings of the Board, as an observer without the right to vote (the “Observer”). Initially, the Observer shall be ▇▇▇▇ ▇▇▇▇▇. Observer shall be provided written notice (which may be via email) of all regular or special meetings of the Board at the same time as provided to all directors. Parent shall concurrently provide Observer with copies of all notices, minutes, consents and other materials it provides to any member of the Board or any committee thereof, provided that any materials protected from discovery by the attorney-client privilege or the attorney work product privilege, any materials necessary or advisable in the good faith determination of the Board to avoid a conflict of interest between Borrowers, on the one hand, and Agents and Lenders, on the other hand, confidential compensation information and any trade secrets may be excluded. All Confidential Information provided to Observer pursuant to this Section 5.12 shall be subject to the confidentiality obligations under Section 13.11.
(b) In addition to any other rights or remedies to which the Collateral Agent may be entitled, Borrower agrees to and will indemnify and hold harmless Agents, Lenders, Observer, their Affiliates and all of their respective successors, assigns, officers, directors, employees, attorneys, and agents from and against any and all losses, claims, obligations, liabilities, deficiencies, diminutions in value, penalties, causes of action, damages, costs, and expenses (including, without limitation, costs of investigation and defense, reasonable attorneys' fees and expenses) that they, or any of them, may suffer, incur, or be responsible for, arising or resulting from the exercise of rights pursuant to Section 5.12(a) and/or service or status as an “Observer”; provided that Borrower will not be required to reimburse Observer for out-of-pocket expenses incurred by Observer in connection with Observer’s attendance at any meetings of Parent’s Board.
Observer Rights. During the period commencing on the Closing Date and ending on the earlier of (x) June 7, 2005, or (y) the date Seller first becomes the record holder of shares of Public Entity Stock constituting Minimum Stock Ownership (as defined in subparagraph (d) below), as a result of the conversion of the Promissory Note in accordance with its terms or the issuance of shares of Public Entity Stock pursuant to Section 1.5(c)(iv) hereof, the Buyer and WESCO International covenant and agree as follows:
(a) Each of the Buyer and WESCO International hereby covenant that the Seller shall have the right to have one representative (such representative, an "OBSERVER") present at all meetings of the Board of Directors of each of Buyer and WESCO International. Such right shall from time to time be exercisable by delivery to Buyer of written notice from Seller specifying the name of the Observer.
(b) Each of Buyer and WESCO International will give Observer reasonable prior notice (it being agreed that the same prior notice given to the Board of Directors shall be deemed reasonable prior notice) in any manner permitted in Buyer's or WESCO International's Bylaws for notice to directors of the time and place of any proposed meeting of the Board of Directors of Buyer or WESCO International, such notice in all cases to include true and complete copies of all documents furnished to any Director in connection with such meeting. Observer will be entitled to be present in person as an observer at any such meeting or, if a meeting is held by telephone conference, to participate therein for the purpose of listening thereto but shall not be a member of the Board of Directors and shall not have any right to vote on matters before the Board of Directors and the presence or absence of such Observer shall not be considered in determining whether a quorum of the Board of Director is present.
(c) Buyer will deliver to Observer copies of all papers which may be distributed from time to time to the directors of the Buyer or WESCO International at such time as such papers are so distributed to them, including copies of any written consent; provided that all such information shall be held in strictest confidence by the Observer.
(d) For the purposes hereof, "Minimum Stock Ownership" shall mean shares of Public Entity Stock having a value, on the date Seller first acquires record ownership of such shares, of at least $50.0 million, based on the purchase price paid or deemed to be paid by Seller for ...