Vulcan Ventures Incorporated Board Observer Sample Clauses

Vulcan Ventures Incorporated Board Observer. So long as Vulcan Ventures Incorporated ("Vulcan") or one of its affiliates holds at least 1,000,000 shares of the Company's Series D Preferred Stock or Common Stock, Vulcan shall have the right to appoint a representative (the "Vulcan Representative") who shall have the right to attend all meetings of the Company's Board of Directors in a nonvoting observer capacity, to receive notice of such meetings and to receive the information provided by the Company to the Board of Directors; provided, however, that the Company may require as a condition precedent to Vulcan's rights under this Section 3.5 that each person proposing to attend any meeting of the Company's Board of Directors and each person to have access to any of the information provided by the Company to the Board of Directors shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so received during such meetings or otherwise; and, provided further, that the Company reserves the right not to provide information and to exclude the Vulcan Representative from any meeting or portion thereof if delivery of such information or attendance at such meeting by such Vulcan Representative would result in disclosure of trade secrets to the Vulcan Representative or would adversely affect the attorney- client privilege between the Company and its counsel. Notwithstanding the foregoing, Vulcan shall have no rights under this Section 3.5 during any period in which an officer of Vulcan is serving as a director of the Company.
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Vulcan Ventures Incorporated Board Observer. So long as Vulcan Ventures Incorporated ("Vulcan") or one of its affiliates holds at least 1,000,000 shares of the Company's Series D Preferred Stock or Common Stock, Vulcan shall have the right to appoint a representative (the "Vulcan Representative") who shall have the right to attend all meetings of the Company's Board of Directors in a nonvoting observer capacity, to receive notice of such meetings and to receive the information provided by the Company to the Board of Directors; provided, however, that the Company may require as a condition precedent to Vulcan's rights under this Section 3.5 that each person proposing to attend any meeting of the Company's Board of Directors and each person to have access to any of the information provided by the Company to the Board of Directors shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so received during such meetings or otherwise; and, provided further, that the Company reserves the right not to provide information and to exclude
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Related to Vulcan Ventures Incorporated Board Observer

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  • Immunity of Incorporators Stockholders Officers and Directors Section 15.01 Immunity of Incorporators, Stockholders, Officers and Directors. No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any Security, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the obligations issued hereunder are solely corporate obligations, and that no personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders, officers or directors, as such, of the Company or any successor corporation, or any of them, because of the creation of the indebtedness hereby authorized, or under or by this Indenture or in any of the Securities or implied therefrom; and that any and all such personal liability of every name and nature, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer or director, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of such Securities.

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  • Recitals Incorporated The recitals of this Agreement are incorporated herein and made a part hereof.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

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