Board Observation Rights definition

Board Observation Rights. Such Obligor shall permit (i) a designated representative of the Administrative Agent and the Lenders (who may change from time to time at the sole discretion of Administrative Agent) (such representative, the “Representative”) to attend all meetings of Borrower’s board of directors as a non-voting observer and (ii) the Administrative Agent or any Lender to provide such Representative any and all materials delivered to the Administrative Agent or any Lender pursuant to Section 8.01(h), in each case of clause (i) and (ii), subject to such Representative entering into a form of confidentiality agreement reasonably acceptable to the Obligors to maintain as confidential the information received and reviewed in its capacity as Representative. Upon reasonable notice and at a scheduled meeting of Borrower’s board of directors or such other time, if any, as Borrower’s board of directors may determine in its reasonable discretion, the Representative may address Borrower’s board of directors with respect to a Lender’s concerns regarding business issues facing the Obligors and which such Lender deems significant. Notwithstanding anything herein to the contrary, Borrower may exclude the Representative from access to any board materials, meeting or portion thereof if Borrower’s board of directors concludes, after review with and based upon the advice of outside counsel, that (i) such exclusion is reasonably necessary to preserve the attorney-client or work product privilege between Borrower and its counsel (provided, however, that any such exclusion shall only apply to such portion of such material or meeting which would be required to preserve such privilege) or (ii) such board materials or discussion relates to Borrower’s relationship, contractual or otherwise, with Administrative Agent, any of the Lenders or any actual or potential transactions between or involving Borrower and Administrative Agent, any of the Lenders or any of their affiliates.”
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Board Observation Rights means the right to receive notice of, to attend and to observe the all meetings of the Board of Directors and all of its committees (including informal meetings, meetings at which less than a quorum of directors is present and telephonic meetings), and to receive any and all written materials distributed to members of the Board of Directors relating to such meetings or a proposed action by the Board of Directors by written consent in lieu of a meeting, but does not include any right to actively participate in such meetings, to vote on matters brought before the Board of Directors, or otherwise to exercise any of the powers of a duly-elected member of the Board of Directors.
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Board Observation Rights means the right to receive notice of, to attend and to observe the meetings of the Board of Directors, and to receive any and all written materials distributed to members of the Board of Directors relating to such meetings or a proposed action by the Board of Directors by written consent in lieu of a meeting, but does not include any right to actively participate in such meetings, to vote on matters brought before the Board of Directors, or otherwise to exercise any of the powers of a duly-elected member of the Board of Directors.
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Examples of Board Observation Rights in a sentence

  • The holders of Designated Preferred Stock shall not have any voting rights except as set forth below or as otherwise from time to time required by law.(b) Board Observation Rights.

  • The Board Observation Rights set forth in this Section shall automatically terminate and be of no further force or effect upon the indefeasibly payment in full of all Obligations (as defined in the Master Security Agreement).

  • The holders of Series C Preferred Stock shall not have any voting rights except as set forth below or as otherwise from time to time required by law.(b) Board Observation Rights.

  • Notwithstanding anything stated herein, inspection and observer rights of PMC-Sierra shall be as stated in the Board Observation Rights Letter that appears as Exhibit F to the Series D Agreement, unless and until PMC-Sierra and the Company mutually agree otherwise.

  • The Board Observation Rights set forth in this Section 6.17 shall automatically terminate and be of no further force or effect upon the earlier of (A) the indefeasibly payment in full of all Obligations (as defined in the Master Security Agreement) for indebtedness, or (B) until less than fifty percent (50%) of the principal amount of the Note is outstanding.

  • Board Observation Rights: The Carlyle Investors, Xxxx Investors and Spectrum Investors shall have the right to appoint, in the aggregate, four (4) non-voting observers to the Parent Board (each, an “Observer”).

  • Scynexis shall have fully executed and delivered to Merial Limited (“Merial”) that certain Board Observation Rights Agreement by and between Scynexis and Merial, substantially in the same form as the form attached hereto as Exhibit B, no later than on 6 March 2013 (the “Merial Observer Agreement”, together with the Sanofi Observer Agreement, the “Observer Agreements”).

  • Scynexis shall have fully executed and delivered to Sanofi that certain Board Observation Rights Agreement by and between Parties, substantially in the same form as the form attached hereto as Exhibit A, no later than on March 2013 (the “Sanofi Observer Agreement”).

  • Xxxxx Title: Managing Partner Board Observation Rights Agreement ANNEX A FORM OF CONFIDENTIALITY AGREEMENT , 20 Select Energy Services, Inc.

  • Notwithstanding anything herein to the contrary, one representative designated by the Purchasers will be an observer entitled to Board Observation Rights.


More Definitions of Board Observation Rights

Board Observation Rights means the right to present matters for consideration by the Board and to speak on matters presented by others at such meetings of the Board.
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Board Observation Rights. Northwestern and B of A will each be entitled to attend Operating Company and Holding Company board meetings as an observer.
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Board Observation Rights shall have the meaning provided in Section 9.07(d).
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Board Observation Rights. Any holder of Shares equal to or greater than a 5% ownership interest in the Company shall be entitled to observation rights at meetings of the Board of Directors. PLACEMENT AGENT: EVEREN Securities, Inc.
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Related to Board Observation Rights

  • Director Option means an Option granted pursuant to Section 6.

  • Share Appreciation Right means the right pursuant to an Award granted under Section 8 below to receive an amount equal to the excess, if any, of (i) the aggregate Fair Market Value, as of the date such Award or portion thereof is surrendered, of the Shares covered by such Award or such portion thereof, over (ii) the aggregate Exercise Price of such Award or such portion thereof.

  • Option Right means the right to purchase Common Shares upon exercise of an option granted pursuant to Section 4 of this Plan.

  • Restricted Holder means (i) a holder that is an affiliate of the Company within the meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary course of such holder’s business, (iii) a holder who has arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing Exchange Securities and (iv) a holder that is a broker-dealer, but only with respect to Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities acquired by the broker-dealer directly from the Company.

  • Incentive Share Option means an Option that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto.

  • Grant Recipient means a nonprofit or governmental organization that receives funds to operate a center pursuant to this act.

  • Stock Options means the collective reference to "Incentive Stock Options" and "Other Stock Options".

  • Tandem Appreciation Right means an Appreciation Right granted pursuant to Section 5 of this Plan that is granted in tandem with an Option Right.

  • Governance Rights means all of a Member's rights as a member of the LLC other than Financial Rights.

  • Termination Right have the respective meanings given in the PRA Contractual Stay Rules.

  • INDEPENDENT STOCK APPRECIATION RIGHT or "INDEPENDENT RIGHT" means a right granted pursuant to subsection 8(b)(3) of the Plan.

  • Incentive Distribution Rights has the meaning assigned to such term in the Partnership Agreement.

  • Tencent means Tencent Mobility Limited.

  • Permitted Transferees means a person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, under the Insider Letter and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.

  • SARS means the South African Revenue Service.

  • Restricted Transfer a transfer of Personal Data which is undergoing processing or which is intended to be processed after transfer, to a country or territory to which such transfer is prohibited or subject to any requirement to take additional steps to adequately protect the Personal Data processed under this Agreement for the transfer to be lawful under the Data Protection Legislation;

  • Other Stockholder means the persons that own Common Stock, other than the Participant.

  • Incentive Distribution Right means a non-voting Limited Partner Interest issued to the General Partner, which Partnership Interest will confer upon the holder thereof only the rights and obligations specifically provided in this Agreement with respect to Incentive Distribution Rights (and no other rights otherwise available to or other obligations of a holder of a Partnership Interest). Notwithstanding anything in this Agreement to the contrary, the holder of an Incentive Distribution Right shall not be entitled to vote such Incentive Distribution Right on any Partnership matter except as may otherwise be required by law.

  • Non-Tandem Stock Appreciation Right means the right to receive an amount in cash and/or stock equal to the difference between (x) the Fair Market Value of a share of Common Stock on the date such right is exercised, and (y) the aggregate exercise price of such right, otherwise than on surrender of a Stock Option.

  • Appreciation Right means a right granted pursuant to Section 5 of this Plan, and shall include both Tandem Appreciation Rights and Free-Standing Appreciation Rights.

  • Put Right has the meaning set forth in Section 8.05(a).

  • Acceleration Right means the Participant’s right, in certain circumstances, to exercise its outstanding Option as to all or any of the Common Shares in respect of which such Option has not previously been exercised and which the Participant is entitled to exercise, including in respect of Common Shares not otherwise vested at such time;

  • Registration Rights means the rights of the Holders to cause the Company to Register Registrable Securities pursuant to this Agreement.

  • Incentive Shares means an award of shares granted pursuant to Section XIII.

  • License holder means an individual, corporation, partnership, governmental unit, association or any other entity to whom a license was issued under Iowa Code chapter 137C, 137D or 137F.