Observer Rights definition

Observer Rights shall have the meaning set forth in Section 8 hereof.

Observer Rights means the right to be admitted to all Board of Director meetings, except for compensation and/or executive session discussions.

Observer Rights has the meaning set forth in Section 9.2(a).

Examples of Observer Rights in a sentence

• Subject to the provisions of this Section 8.4, so long as Advantage Capital Missouri Partners I, L.P., Advantage Capital Missouri Partners II, L.P. and their Affiliates hold at least an aggregate of 940,875 shares the Company's Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (subject to adjustment for any stock split, reverse stock split and the like), they shall have the right to appoint a total of one representative who shall have Observer Rights.

• The Company may require as a condition precedent to granting Observer Rights under this Section 8.4 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.

• The Company also reserves the right not to provide information and to exclude persons having Observer Rights from any meeting or portion thereof (a) if the Company believes upon advice of counsel and with reasonable notice to the persons having Observer Rights that attendance at such meeting by such persons would adversely affect the attorney-client privilege or the Board's fiduciary duties, or (b) to protect confidential or competitively sensitive information.

• Subject to the provisions of this Section 8.4, so long as White Pines Limited Partnership I and Pacific Capital, L.P. hold at least an aggregate of 1,104,526 shares the Company's Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (subject to adjustment for any stock split, reverse stock split and the like), they shall have the right to appoint a total of one representative who shall have Observer Rights.

• Except for this Agreement and the Observer Rights Agreement, dated as of October 26, 2018, between MidSouth and the Shareholder (the “Observer Rights Agreement”), the Shareholder is not, and no affiliate of the Shareholder is, a party to any voting agreement, voting trust or any other contract with respect to the voting, transfer or ownership of any Shares.

More Definitions of Observer Rights

Observer Rights and, in this respect, shall give the Representative copies of all notices to all meetings; provided, however, that Essex hereby agrees for itself and on behalf of the Representative to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided or disclosed in such meetings; and provided further that the Company reserves the right to withhold information and to exclude the Representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to such representative. The Observer Rights shall not be assignable in any manner, through operation of law or otherwise.

Observer Rights is defined in Section 2.1(a)(xii).

Observer Rights has the meaning provided in Section 4.1(c).

Observer Rights. As long as (i) Longitude Capital owns not less than 250,000 shares of Series A Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof and (ii) Arboretum Ventures II, L.P. and Arboretum Ventures IIA, L.P. (together with Arboretum Ventures II, L.P., “Arboretum Ventures”) hold an aggregate of not less than 250,000 shares of Series A Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof, the Company shall invite one representative from each of Longitude Capital and Arboretum Ventures to attend all meetings of its Board of Directors, including executive sessions thereof, in a nonvoting observer capacity and, in this respect, shall give such representatives copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that such representatives shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company.”

Observer Rights. So long as The Regents (through Shellwater or otherwise)

Observer Rights. So long as The Regents (through Shellwater or otherwise) owns Shares or Antidilution Shares (or any securities issued upon exchange thereof), the Licensee will permit a representative of The Regents to attend (whether in person, via telephone, teleconference or otherwise) all meetings of the Licensee’s Board of Directors and committees thereof in a non-voting, observer capacity. The Licensee will also provide to The Regents all notices, minutes and other written or tangible materials provided to the Licensee’s Board of Directors and committees thereof, at the same time and in the same manner as are provided to the Licensee’s Board of Directors and committees thereof.

Observer Rights means (i) the right to attend, at the discretion of the Board, meetings of the Company’s Board of Directors in a nonvoting, observer capacity (i.e., observe and learn but not participate in the dialogue unless input is requested by a Board member or Company management), and (ii) the right to receive copies of all notices, minutes, consents, and other materials that the Company provides to all of its Board members at the same time and in the same manner as provided to such Board members; provided, however, that any Person with Observer Rights shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude any Person with Observer Rights from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest or is designated as Traffic Light Protocol Red (as defined in the Membership Agreement) or other similar confidential designation.