Observers' Rights. ADP Atlantic, Inc. or its successors or permitted assigns (collectively, “ADP”) and PaineWebber Capital Inc. or its successors or permitted assigns (collectively, “PW”) shall each have the right to designate one individual as an observer member of the Board (an “Observer”). An Observer shall have all the rights of the members of the Board except that an Observer shall not have the right to vote on any matter presented to the Board. The Company shall give to each Observer notice of each meeting of the Board of Directors of the Company at the same time and in the same manner as notice is given to directors, and each Observer shall be entitled to attend in person all meetings held in person and to participate in telephone meetings of the Board of Directors of the Company, as an observer, solely for the purpose of allowing each such Observer to have current information with respect to the affairs of the Company. The Company shall provide to each Observer, in connection with each meeting he or she is entitled to attend, whether or not present at such meeting, copies of all notices, minutes, consents and all other materials or information that the Company provides to the directors of the Company with respect to such meeting, at the same time such materials and information are given to directors of the Company (except that materials and information provided to directors of the Company at a meeting at which the relevant Observer is not present shall be provided to such Observer promptly after the meeting). If the Board of Directors proposes to take any action by written consent in lieu of a meeting, the Company shall give written notice thereof to each Observer in the same manner provided to the Board, describing in reasonable detail the nature and substance of such action. The reasonable out-of-pocket expenses incurred by each Observer in connection with attending any meeting of the Board shall be reimbursable to the extent that the Company reimburses the members of the Board for the reasonable out-of-pocket expenses incurred by them in connection with attending any meeting of the Board. An Observer does not owe to the Company or its shareholders any fiduciary duty, duty of loyalty or duty of care. Notwithstanding anything to the contrary in this Agreement, each Observer shall be required to execute a confidentiality agreement prior to any exercise of or entitlement to the foregoing rights and powers, which such agreement shall prohibit such Observer from disclos...
Observers' Rights. (a) In the event (i) the 399 Stockholders elect not to exercise, or are prohibited by applicable law from exercising, their rights to designate either or both of the 399 Directors, or once appointed, the 399 Stockholders desire to remove one or both of the 399 Directors, the 399 Stockholders shall have the right to have one individual (an "Observer") attend any meeting of the Board or any committee thereof. The 399 Stockholders shall have the right to appoint an Observer to the board of directors of any Subsidiary in lieu of designating a director thereto as provided by Section 5.5. In addition, the CMP Stockholders shall have the right to appoint an Observer to attend any meeting of the Board or any committee thereof, such Observer to have all rights and obligations set forth in this Section 5.6.
Observers' Rights. One (1) representative from time to time designated by each of NutraCea and AF (each, an “Observer”) shall have the right to attend all meetings of the Management Committee, and any committee thereof, in a nonvoting observer capacity and, in this respect, the Company shall provide such representatives copies of all notices, minutes, consents and all other materials provided to the Management Committee members, at the time such materials are provided to the Management Committee members. The Company shall pay all reasonable out-of-pocket expenses incurred by the Observers in attending these meetings. Any Observer attending meetings of the Management Committee or otherwise receiving information regarding the Company and its prospects shall keep all information so obtained confidential and shall not disclose such information unless required by applicable law.
Observers' Rights. 14 5.2 Financial Statements and Other Information.......................15 5.3
Observers' Rights. At any time and from time to time, upon written notice from Lender to Borrower, Borrower shall provide Lender and its authorized representatives with "observers rights" with respect to Borrower's board of directors (including, without limitation, committees thereof) and shareholders, which rights shall include, by way of illustration and not of limitation, not less than five (5) Business Days prior written notice of any board (including, without limitation, committee) or shareholder meeting, and the right to attend and listen to said meeting, as well as access to and delivery of any and all communications, materials and information prepared and/or provided from time to time in connection therewith to the participants thereof.
Observers' Rights. (a) So long as the Fund or its Permitted Transferees own at least five percent (5%) of the Common Stock outstanding, if no employee of the Fund or its Permitted Transferees is a member of the Company's Board of Directors, the Fund or such Permitted Transferee shall have the right to designate two observers (the "Fund Observers") to attend meetings of the Company's Board of Directors and committees thereof. If only one employee of the Fund or its Permitted Transferees is a member of the Company's Board of Directors, the Fund or its Permitted Transferees shall have the right to designate one observer to attend meetings of the Company's Board of Directors and committees thereof. Notwithstanding the foregoing, if at any time each of the Fund and any of its Permitted Transferee(s) own greater than five percent (5%) of the Common Stock outstanding, the rights granted in this Section 4.1 shall only apply with respect to the entity, among the Fund and its Permitted Transferee(s), which owns the most shares of Common Stock.
Observers' Rights. So long as Sterling or its Affiliates own at least 10% of the Common Stock outstanding, if no employee of Sterling or its Affiliates is a member of the Company's Board of Directors, Sterling shall have the right to designate two observers (the "Observers") to attend meetings of the Company's Board of Directors and committees thereof. If only one employee of Sterling is a member of the Company's Board of Directors, Sterling shall have the right to designate one Observer to attend meetings of the Company's Board of Directors and committees thereof. So long as NSC or its Affiliates own at least 10% of the Common Stock outstanding, if no officer of NSC is a member of the Company's Board of Directors, NSC shall have the right to designate one Observer to attend meetings of the Company's Board of Directors and committees thereof. The Observers shall not have the right to vote on any matter presented to the Board of Directors or any committee thereof. The Company shall give each Observer written notice of each meeting of the Board of Directors and committees thereof at the same time and in the same manner as the members of the Board of Directors or such committee receive notice of such meetings, and the Company shall permit each Observer to attend as an observer all meetings of its Board of Directors and committees thereof. Each Observer shall be entitled to receive all written materials and
Observers' Rights. Section 5.6(a) of the Agreement shall be deleted in its entirety and replaced with the following
Observers' Rights. In the event that representatives of Brookside Capital Partners Fund, L.P. ("Brookside"), CB Capital LP, Mednut LLC, Weisx Xxxk & Xreex xxx/or Reuters are not elected by the holders of Class B Preferred to serve as Class B Directors, the Corporation shall permit representatives of Brookside, CB Capital LP, Fred Xxxxxxxx xx behalf of Mednut, Weisx Xxxk & Xreex xxx/or Reuters (the "REPRESENTATIVES"), as the case may be, to attend all meetings of the Board of Directors (whether in person, telephonic or other) in a nonvoting fully participating observer capacity, and shall provide to such Representatives notice and other information with respect to such meetings as are delivered to the directors of the Corporation; provided however that the Corporation reserves the right to withhold any information or to exclude the Representatives from any meeting or portion thereof if delivery of such information or attendance by such Representatives could, in the sole opinion of the Corporation and its counsel, conflict with the Board of Directors' fiduciary obligations to the Corporation's stockholders, adversely affect the attorney-client privilege between the Corporation and its counsel or pose an actual or potential conflict of interest for Brookside, CB Capital LP, Mednut LLC, Weisx Xxxk & Xreex xx Reuters, as the case may be. The rights granted hereunder shall terminate upon the earlier of (i) a Qualified Public Offering of the Common Stock of the Corporation, (ii) a Change of Control or (iii) such time as the number of shares of Preferred Stock (or securities issued upon conversion thereof) held by Brookside, CB Capital LP, Reuters or Weisx Xxxk & Xreex xx the case may be, falls below 400,000 (or 200,000 shares with respect to Mednut LLC)(as adjusted for any stock splits, stock dividends, combinations, recapitalizations or the like).
Observers' Rights. Section 5.2 of the Netting Agreement is hereby amended to grant Assignee the right to appoint one (1) Observer to Producer’s Board of Governors only (and not to any risk or other committees). Such Observer will however, as a matter of clarification, have the right to ask and to receive answers to questions during meetings of the Board of Governors.
