Observation Rights The Companies shall invite (by written notice given to Purchaser) two (2) representatives of Purchaser to attend in a non-voting observer capacity all meetings of the Board of Directors of the Companies and committees thereof including all executive sessions of the Boards and committees, and all meetings of the stockholders of the Companies, provided, however, that no such representatives shall attend meetings of independent directors of the Companies only, so long as exclusion from such meetings is required by the Sxxxxxxx-Xxxxx Act of 2002 as evidenced by a legal opinion delivered by outside legal counsel chosen by the Parent and reasonably agreed to by the Purchaser (with the cost of such legal opinion being borne by the Parent), or portions of the meetings of the Board of Directors of the Parent where the Parent discusses refinancing options and other matters in each case related to Purchaser. Notice of such meetings shall be given to Purchaser in the same manner and at the same time as to the directors, committee members and/or stockholders of the Companies, as the case may be (which in any event shall not be less then forty-eight (48) hours prior to such meeting unless otherwise agreed to by Purchaser in writing). Purchaser shall be provided with copies of all information (including a meeting agenda, if one is prepared) that is provided to such directors, committee members and/or stockholders (whether prior to, at, or subsequent to any such meetings), at the same time as such materials are provided to such directors, committee members and/or stockholders, and (c) copies of the minutes of all meetings of such directors, committee members and/or stockholders (other than meetings of the Board of Directors of the Companies and/or Parent or portions thereof which the Purchaser’s representatives are prohibited from attending pursuant to the first sentence of this Section 2.1), concurrently with the distribution of such minutes to such directors, committee members and/or stockholders, but in no event later than forty-five (45) days after each such meeting. Each of the Companies shall ensure that no board, committee or other governing body of it meets in any informal capacity without a representative of Purchaser in observance. Purchaser’s rights under this Section 2.1 shall be effective until the later of (i) the payment by the Parent of all of its outstanding obligations under the Notes and (ii) the rights under this Section 2.1 are no longer necessary to qualify under the “Venture Capital Operating Company” exemption of the Employee Retirement Income Security Act of 1934, to be determined in the sole discretion of the Purchaser.
Publication Rights The right to publish and distribute printed versions of the Script owned or controlled by Script Owner in book form, whether hardcover or soft-cover, and in magazine or other periodicals, whether in installments or otherwise subject to Buyer's rights as provided for in Section 1, supra.
Proprietary Rights Notices Licensee agrees that it will not remove, alter or otherwise obscure any proprietary rights notices appearing in the PS Licensed Products, Omega Browser, PS SDK, PS Development Environment and PS Materials. Further, Licensee agrees that it will cause to appear on the container or label for each unit of the Licensee Products manufactured hereunder appropriate patent and copyright notices and proprietary data legends as contained in the PS Licensed Products, Omega Browser, PS SDK, PS Development Environment and PS Materials delivered by PalmSource or as otherwise reasonably required by PalmSource.
Anti-Dilution Rights (a) If at any time after the date hereof the Company declares or authorizes any dividend (other than a cash dividend), stock split, reverse stock split, combination, exchange of Shares, or there occurs any recapitalization, reclassification (including any consolidation or merger), sale or acquisition of property or stock, reorganization or liquidation, or if the outstanding Shares are changed into the same or a different number of Shares of the same or another class or classes of stock of the Company, then the Company shall cause effective provision to be made so that the Holder shall, upon exercise of this Warrant following such event, be entitled to receive the number of shares of stock or other securities or the cash or property of the Company (or of the successor corporation or other entity resulting from any consolidation or merger) to which the Warrant Shares (and any other securities) deliverable upon the exercise of this Warrant would have been entitled if this Warrant had been exercised immediately prior to the earlier of (i) such event and (ii) the record date, if any, set for determining the stockholders entitled to participate in such event, and the Exercise Price shall be adjusted appropriately so that the aggregate amount payable by the Holder upon the full exercise of this Warrant remains the same. The Company shall not effect any recapitalization, reclassification (including any consolidation or merger) unless, upon the consummation thereof, the successor corporation or entity shall assume by written instrument the obligation to deliver to the Holder the shares of stock, securities, cash or property that the Holder shall be entitled to acquire in accordance with the foregoing provisions, which instrument shall contain provisions calculated to ensure for the Holder, to the greatest extent practicable, the benefits provided for in this Warrant.
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.
Development Rights The Employee agrees and declares that all proprietary information including but not limited to trade secrets, know-how, patents and other rights in connection therewith developed by or with the contribution of Employee's efforts during his employment with the Company shall be the sole property of the Company. Upon the Company's request (whenever made), Employee shall execute and assign to the Company all the rights in the proprietary information.
Consent Rights (a) For so long as TPG, together with its Affiliates, Beneficially Owns at least five percent (5%) of the outstanding Common Stock on the basis of the number of shares of Common Stock issued and outstanding, prior written consent of TPG will be required for:
Information Rights So long as the Holder holds this Warrant and/or any of the Shares, the Company shall deliver to the Holder (a) promptly after mailing, copies of all notices or other written communications to the shareholders of the Company, (b) within ninety (90) days after the end of each fiscal year of the Company, the annual audited financial statements of the Company certified by independent public accountants of recognized standing and (c) within forty-five (45) days after the end of each of the first three quarters of each fiscal year, the Company's quarterly, unaudited financial statements.
Put Rights The Warrantholder shall have the following Put Rights:
Option Rights Except as provided below, the Option shall be valid for a term commencing on the Grant Date and ending 10 years after the Grant Date (the "EXPIRATION DATE").
