Board Observer Period definition

Board Observer Period means the period beginning on the Closing Date and ending on the later to occur of (a) the termination of the Call Right and ROFR Letter Agreement, dated as of the date hereof, by and among Buyer and Sellers or (b) the date on which the Founders Earnout Payment (as defined in the Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), by and among PIH, Buyer and the other entities party thereto) is paid in accordance with Section 2.06 of the Purchase Agreement.
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Board Observer Period means the period beginning on the Closing Date and ending on the later to occur of (a) the termination of the Call Right and ROFR Letter Agreement, dated as of the date hereof, by and among Buyer and Sellers or (b) the date on which the Founders Earnout Payment (as defined in the Purchase Agreement, dated as of the date hereof (the “ Purchase Agreement”), by and among PIH, Buyer and the other entities party thereto) is paid in accordance with Section 2.06 of the Purchase Agreement.
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Board Observer Period shall commence after the Initial Closing and shall continue until the earlier to occur of the following events: (i) Purchaser divests Shares resulting in Purchaser holding fewer than twenty million (20,000,000) Shares; (ii) the number of Shares held by Purchaser represents less than ten percent (10%) of the outstanding shares of Common Stock of the Company; or (iii) the sale of all or substantially all of the assets of the Company or a merger, consolidation or similar transaction in which the shareholders of the Company immediately before the transaction hold less than a majority of the outstanding shares of the Company (or its parent) immediately after consummation of the transaction. During the Board Observer Period, the Company shall allow a representative of Purchaser, reasonably satisfactory to the Company, to attend all meetings of the Board in a non-voting observer capacity (the “Observer”). The Observer shall (i) be entitled to attend each telephonic or in person meeting of the Board; (ii) not have any voting rights; and (iii) not be included for the purposes of determining the presence of a quorum at any meeting of the Board. The Company shall provide to Purchaser the same notices, minutes, consents and other materials that the Company provides to its directors at the same time and in the same manner as provided to such directors. The Company shall have the right to withhold any information and to exclude the Observer from any portion of a meeting if the Chairman of the Board or a majority of members of the Board reasonably and in good faith determine, upon advice of counsel, that access to such information or attendance would (i) jeopardize the attorney-client privilege between the Company and its counsel or (ii) result in a violation of any applicable law or would otherwise be inappropriate due to conflicting or differing interests between the Company and Purchaser or any Affiliate of Purchaser or any Person of which Purchaser is an Affiliate. The rights set forth in this Section are contingent upon the Observer and Purchaser agreeing to hold in confidence and trust all information provided to it or learned by it in connection with its rights under this Section. The Observer and Purchaser shall not disclose or use such information other than for a Company purpose or with the Company’s consent or use such information in connection with managing Purchaser’s investment in the Company. Purchaser acknowledges that it is aware that the United States s...
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Examples of Board Observer Period in a sentence

  • The Fidelity Stockholders may change the Observer Representative from time to time during the Fidelity Board Observer Period upon written notice to Parent, provided that each Observer Representative appointed from time to time shall be reasonably acceptable to Parent.

  • Company agrees for Executive to maintain his Company email address (for the exclusive use of providing services to the Company under this Agreement) and to provide Executive with Company computers and mobile devices along with IT support as provided to any other Executive of the Company or the Employer through the end of the latter of the Advisor Period or the Board Observer Period.

  • During the Fidelity Board Observer Period, the Fidelity Stockholders shall have the right to appoint one representative (the “Observer Representative”) to attend each meeting of the Board of Directors as a non-voting observer, whether such meeting is conducted in person or by teleconference.

  • During the Board Observer Period, for so long as the Board Observers serve as a non-voting observers, each Board Observer shall be provided copies of all notices, minutes, consents, and other written materials that are provided to its directors (“Board Materials”) at substantially the same time and in substantially the same manner as such materials are delivered to the Company’s directors in their roles as members of the Board.

  • Clean Socks, Bins and Buttonholes A beautiful dress and a smart suit, flowers and meaningful music, significant words and tearful guests – a party, a cake: I would be very surprised if, in one form or another, those weren’t included in some way in Harry and Meghan’s wedding.

  • During the Board Observer Period, the Company shall allow a representative of Purchaser, reasonably satisfactory to the Company, to attend all meetings of the Board in a non-voting observer capacity (the “Observer”).

  • At all times during the Board Observer Period, the Company shall permit a representative of Purchaser, at Purchaser’s expense, to visit and inspect the Company’s offices and discuss the Company’s affairs, finances and business with its officers, all at such reasonable times as may be requested by Purchaser.

  • After the expiration of the Initial Board Observer Period, the Board of Directors will have the right to approve the continuation of Dr. Xxxxxxxxx acting as a Board Observer or to terminate the Board Observer rights granted pursuant to this Section 5.5.

  • During the Board Observer Period, unless agreed to otherwise by Purchaser, the Board of Directors shall meet at least two times per quarter in accordance with an agreed-upon schedule and reasonable accommodation shall be made to allow the Observer to participate.


More Definitions of Board Observer Period

Board Observer Period shall have the meaning specified in Section 4.15(a).
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Related to Board Observer Period

  • Board Observer has the meaning set forth in Section 2.1;

  • Observer means a person who is not enrolled in an Iowa medical school or osteopathic medical school, who observes care to patients in Iowa for a defined period of time and for a noncredit experience, and who is supervised and accompanied by an Iowa-licensed physician as defined in 9.2(3). An observer shall not provide or direct hands-on patient care, regardless of the observer’s level of training or supervision. The supervising physician may authorize an observer to read a chart, observe a patient interview or examination, or witness procedures, including surgery. An observer shall not chart; touch a patient as part of an examination; conduct an interview; order, prescribe or administer medications; make decisions that affect patient care; direct others in providing patient care; or conduct procedures, including surgery. Any of these activities requires licensure to practice in Iowa. An unlicensed physician observer or a medical student observer may touch a patient to verify a physical finding in the immediate presence of a physician but shall not conduct a more inclusive physical examination.

  • SOFR Observation Period means, in respect of an Interest Accrual Period, the period from (and including) the date falling the number of SOFR Observation Shift Days prior to the first day of such Interest Accrual Period to (but excluding) the date falling the number of SOFR Observation Shift Days prior to the Interest Period Date for such Interest Accrual Period;

  • Observers has the meaning set forth in Section 6.1(c).

  • Initial Observation Date means the Initial Observation Date as specified in § 1 of the Product and Underlying Data. If the Initial Observation Date is not a Calculation Date, the immediately following day, which is a Calculation Date shall be the Initial Observation Date.

  • Barrier Observation Date means each of the Barrier Observation Dates as specified in § 1 of the Product and Underlying Data. If a Barrier Observation Date is not a Calculation Date for one or more Basket Components, the immediately following day, which is a Calculation Date shall be the respective Barrier Observation Date for all Basket Components.

  • Final Observation Date means the Final Observation Date as specified in § 1 of the Product and Underlying Data. If the Final Observation Date is not a Calculation Date, the immediately following day, which is a Calculation Date shall be the Final Observation Date. The Final Payment Date will be postponed accordingly. Interest shall not be payable due to such postponement.

  • Standstill Period has the meaning set forth in Section 3.1.

  • (2) DIRECTOR.—The term Director’ means

  • Post-observation conference means a meeting, either in-person or remotely, between the supervisor who conducted the observation and the teaching staff member for the purpose of evaluation to discuss the data collected in the observation.

  • (1) DIRECTOR.—The term Director’ means

  • Series B Director means any director of the Company that the holders of record of the Series B Preferred Stock are entitled to elect pursuant to the Company’s Certificate of Incorporation.

  • (3) DIRECTOR.—The term Director’ means

  • Lead Director means, at any given time, the lead, independent member (if any) elected as such by the Board and occupying such position.

  • Whole Board means the total number of authorized directors whether or not there exist any vacancies or unfilled seats in previously authorized directorships.

  • Management Director means a Person selected in accordance with Article IV of this Agreement who shall have the powers and duties to manage the business and affairs of the Company and exercise its powers to the extent set forth in this Agreement, the Certificate and the Act. Each Management Director shall be a “manager” of the Company within the meaning of the Act.

  • Management Board means the management board of the Company.

  • SOFR Observation Shift Days means the number of U.S. Government Securities Business Days as specified in the applicable Pricing Supplement; and

  • Nomination Period means, in respect of a Nomination, the period from the Nomination Start Time to the Nomination End Time;

  • Permitted Holder Group shall have the meaning assigned to such term in the definition of “Permitted Holders.”

  • Consulting Period has the meaning assigned thereto in Section 14(f) hereof.

  • Non-Management Director means any Person selected in accordance with Article IV of this Agreement who is not a Management Director.

  • Standstill Termination Date means the earlier of (i) the first anniversary of the Board Rights Termination Date and (ii) the later of (A) the third anniversary of this Agreement or (B) the first anniversary of the date on which both the Purchaser Designated Director has resigned from the Board and the Purchaser has permanently waived and renounced the Purchaser’s Board observation rights and Board designation rights in Section 1 and Section 2 of this Agreement.

  • Independent Directors means the members of the Board of Directors who are not officers or employees of the Manager.

  • Nomination Date as herein used means twenty-fifth (25th) of the month preceding the movement; provided that if the twenty-fifth (25th) of such month falls on a weekend, the date shall be the preceding workday, and further provided that if the twenty-fifth (25th) of such month falls on a holiday the date shall be two (2) workdays prior to the holiday.

  • Permitted Holders means any or all of the following: