Board Observation Rights definition

Board Observation Rights. ICF shall permit one representative on behalf of the Creditor Parties to attend all meetings of the board of directors of ICF (the “Board of Directors”) in a non-voting observer capacity, which observation right shall include the ability to observe discussions of the Board of Directors, and shall provide such representative with copies of all notices, minutes, written consents, and other materials that it provides to members of the Board of Directors, at the time it provides them to such members. The observation right may be exercised in person or via telephone or videophone participation. Each Creditor Party agrees, on behalf of itself and any representative exercising the observation rights set forth herein, that so long as it shall exercise its observation right (a) it shall hold in strict confidence pursuant to a confidentiality and non-disclosure agreement (in form and substance satisfactory to such Creditor Party) all information and materials that it may receive or be given access to in connection with meetings of the Board of Directors and to act in a fiduciary manner with respect to all information so provided (provided that this shall not limit its ability to discuss such matters with its officers, directors or legal counsel, as necessary), and (b) the Board of Directors may withhold from it certain information or material furnished or made available to the Board of Directors or exclude it from certain confidential “closed sessions” of the Board of Directors if the furnishing or availability of such information or material or its presence at such “closed sessions” would jeopardize ICF’s attorney-client privilege or if the Board of Directors otherwise reasonably so requires. The Board Observation Rights set forth in this Section 6.31 shall automatically terminate and be of no further force or effect upon the indefeasibly payment in full of all Obligations (as defined in each Security Document) for indebtedness.
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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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Examples of Board Observation Rights in a sentence

  • 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.

  • 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”).

  • 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.

  • 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.

  • By: /s/ Yves Ribeill Name: Yves Ribeill Title: President and CEO By: /s/ Xxxxxx Contamine Name: Xxxxxx Contamine Title: Executive Vice President, Chief Financial Officer This Board Observation Rights Agreement (this “Agreement”) is made and entered into as of 8 March 2013 (the “Effective Date”) by and between Merial Limited, a company domesticated in Delaware (“Merial”), and Scynexis, Inc., a Delaware corporation (“Scynexis”, together with Merial, the “Parties”).

  • Licensee will, concurrent with its execution and delivery of this Agreement to University, execute and deliver to University a Board Observation Rights Letter Agreement pertaining to board observer rights for the University.

  • 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.

  • By: /s/ Yves Ribeill Name: Yves Ribeill Title: President and CEO By: /s/ Xxxxxx Contamine Name: Xxxxxx Contamine Title: Executive Vice President, Chief Financial Officer This Board Observation Rights Agreement (this “Agreement”) is made and entered into as of 5 March 2013 (the “Effective Date”) by and between Sanofi, a French Société Anonyme (“Sanofi”), and Scynexis, Inc,, a Delaware corporation (“Scynexis”, together with Sanofi, the “Parties”).

  • 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”).


More Definitions of Board Observation Rights

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 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. 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.
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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.
Sample 1

Related to Board Observation Rights

  • Transferable development right means a right to develop and use land that

  • 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 the national government or a national government entity authorised to control or spend money under this Act or an incorporated or unincorporated body not otherwise authorised to control or spend money under 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.

  • 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.

  • Further Competition Award Criteria means the award criteria set out in Part 2 of Framework Schedule 6 (Award Criteria);

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

  • 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 means: 1.1.10.1 a transfer of Company Personal Data from any Company Group Member to a Contracted Processor; or 1.1.10.2 an onward transfer of Company Personal Data from a Contracted Processor to a Contracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws) in the absence of the Standard Contractual Clauses to be established under section [6.4.3 or] 12 below;

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

  • Incentive Distribution Right means a Limited Partner Interest having the rights and obligations specified with respect to Incentive Distribution Rights in this Agreement (and no other rights otherwise available to or other obligations of a holder of a Partnership Interest).

  • 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 Shares awarded pursuant to the provisions of Article 12.

  • 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.

  • Stockholders Agreement means the Stockholders Agreement, dated as of the date hereof, by and among the Company and the other parties thereto.