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.
(b) An Observer shall not have the right to vote on any matter presented to the Board or the board of directors of any Subsidiary or any committee thereof. The Company shall give each Observer written notice of each meeting thereof at the same time and in the same manner as the members of the Board or board of directors of any Subsidiary or any committee thereof receive notice of such meetings, and the Company shall permit each Observer to attend as an observer all meetings thereof; provided, that in the case of telephonic meetings, such Observer need receive only actual notice thereof at the same time and in the same manner as notice is given to the directors.
(c) Each Observer shall be entitled to receive all written materials and other information given to directors in connection with such meetings at the same time such materials and information are given to directors, and each Observer shall keep such materials and information confidential. If the Company (or any Significant Subsidiary) proposes to take any action by written consent in lieu of a meeting of its board of directors, the Company (or such Significant Subsidiary) shall give written notice thereof to each Observer prior to the effective date of such consent describing the nature and substance of such action.
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. 10 4.2 Financial Statements and Other Information............. 10 4.3
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. 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. 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.
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. (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.
(b) So long as Roj or his Permitted Transferees owns the lesser of (i) five percent (5%) of the Common Stock outstanding or (ii) the number of Shares held as of the Closing, if Roj or his designee under Section 5.2(a) hereof is a member of the Company's Board of Directors, Roj or such Permitted Transferee shall have the right to designate one observer (the "Roj Observer," and together with the Fund Observers, the "Observers") to attend meetings of the Company's Board of Directors and committees thereof. Notwithstanding the foregoing, if at any time each of Roj or any of his Permitted Transferee(s) own greater than (x) five percent (5%) of the Common Stock outstanding or (y) the number of Shares held as of the Closing, the rights granted in this Section 4.1(b) shall only apply with respect to the entity, among Roj and his Permitted Transferee(s), which owns the most shares of Common Stock.
(c) 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 mater...
Observers' Rights. Section 5.6(a) of the Agreement shall be deleted in its entirety and replaced with the following
(a) In the event the Institutional Stockholders elect not to exercise, or are prohibited by applicable law from exercising, their rights to designate the Institutional Directors, or once appointed, the Institutional Stockholders desire to remove all of the Institutional Directors, the Institutional Stockholders shall have the right to have one (1) individual (each, an "Observer") attend any meeting of the Board or any committee thereof. So long as CMF owns at least 1% of the Common Stock outstanding (on a fully diluted basis) (assuming full exercise of the CMF Warrant), CMF shall have the right to have one (1) Observer attend any meeting of the Board or any committee thereof. In addition, the Institutional 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."
Observers' Rights. Employee shall be provided notice of all regular and special Board meetings in the same manner as to be provided to directors under Employer's bylaws and applicable law, and Employee shall be entitled to attend any and all such Board meetings; provided, that Employee shall not have the right or power to vote on any matter which may come before the Board.
