Common use of Board Observation Clause in Contracts

Board Observation. Until the Obligations are Paid in Full, each Loan Party will give the Administrative Agent notice of (in the same manner notice is given to directors, managers, governors or individuals acting in similar capacities), and permit up to two representatives of the Administrative Agent (collectively, the “Board Observer”) to attend as an observer (but with no voting rights), each meeting (whether telephonic or in-person) of such Loan Party’s board of directors, board of governors or managers, or other similar governing body, and each executive and other committee meetings thereof; provided, however, in connection with the foregoing, such Loan Party shall provide the Administrative Agent with any and all materials provided to the board of directors (or similar governing body) of such Loan Party with respect to each such meeting, at least 48 hours in advance of such meeting. Notwithstanding the foregoing, neither the Administrative Agent nor any such Board Observer designated shall have the right to receive (A) information directly and exclusively pertaining to strategy, negotiating positions or similar matters relating to the this Agreement (or other related documents or obligations), any refinancing or restructuring of the Obligations, or any other transaction or matter in which the Administrative Agent, Lenders or any of their respective Affiliates is adverse to the Company, (B) any information that would jeopardize or otherwise impair any Loan Party’s attorney-client privilege or (C) any information that would result in the disclosure of trade secrets or a conflict of interest. Neither the Administrative Agent nor any such Board Observer shall be entitled to be present (in-person or telephonically) at that portion of any meeting when any such information is discussed. The reasonable travel expenses incurred by the Board Observer in attending any board or committee meeting held in-person shall be promptly reimbursed by the Loan Parties to the Administrative Agent. Each Loan Party will cause its board of directors (or similar governing body) to meet telephonically or in-person not less often than once per Fiscal Quarter and in-person not less often than once per Fiscal Year. The Administrative Agent may elect, at its option, to have its Board Observer attend each meeting in-person or telephonically. Upon request of the Administrative Agent, the Loan Parties will participate in, and will use reasonable efforts to cause management personnel and their Affiliates to participate in, a meeting with Agent once during each calendar quarter, which meeting shall be held during normal business hours and at such place as may be reasonably requested by Agent or by conference call at the Administrative Agent’s discretion, to discuss, among other things, operating performance, strategy, business issues and any other matters reasonably requested by Agent.

Board Observation. Until For so long as the Obligations are Paid in Fulloutstanding and no Affiliate of ▇▇▇▇ Capital Partners, each Loan Party will give LP is serving on the Administrative Agent notice of Board, the Purchasers shall have the right to appoint ▇▇▇▇▇▇ ▇▇▇▇ Jr. (in or another ▇▇▇▇ Capital representative acceptable to the same manner notice is given to directors, managers, governors or individuals acting in similar capacitiesPurchasers), and permit up by written notice to two representatives of the Administrative Agent (collectivelyBorrower from time to time, the “Board Observer”) to attend as an observer (but with no voting rights), each meeting (whether telephonic or in-personthe “Observer”) of such Loan Party’s board of directors, board of governors or managers, or other similar governing body, and each executive and other committee meetings thereof; provided, however, in connection with the foregoing, such Loan Party shall provide the Administrative Agent with any and all materials provided to the board of directors (or similar governing body) body of such Loan Party with respect to the Borrower and each such meeting, at least 48 hours in advance of such meetingits Subsidiaries (the “Board”). Notwithstanding the foregoing, neither the Administrative Agent nor any such Board The Observer designated shall have the right to receive attend (Awhich attendance may occur telephonically at the election of the Observer) information directly and exclusively pertaining participate in all meetings of the Board and any committees thereof. The Observer shall have no right to strategy, negotiating positions or similar matters relating vote on any matter presented to the this Agreement (Board or any committee thereof. The Borrower shall give the Observer written notice of each meeting thereof at the same time and in the same manner as the other related documents or obligations), any refinancing or restructuring members of the Obligations, Board or any other transaction or matter such committee receive notice of such meetings. The Borrower shall permit the Observer to attend and participate in which the Administrative Agent, Lenders or any of their respective Affiliates is adverse to the Company, (B) any information that would jeopardize or otherwise impair any Loan Party’s attorney-client privilege or (C) any information that would result in the disclosure of trade secrets or a conflict of interestall meetings thereof. Neither the Administrative Agent nor any such Board The Observer shall be entitled to receive all written materials and other information given to other members of the Board and such committees in connection with such meeting or otherwise (including, for the avoidance of doubt, such monthly information rights in the same manner and scope prepared for use by management and the Board), at the same time such materials and information are given to the other members of the Board and such committees, and the Observer shall keep such materials and information confidential, and shall abide by the Borrower’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy. If the Borrower or any Subsidiary proposes to take any action by written consent in lieu of a meeting of the Board, then the Borrower shall give written notice thereof to the Observer describing the nature and substance of such action and including the text of such written consents. The Borrower shall pay and reimburse the reasonable and documented out-of-pocket costs and expenses of the Observer incurred in connection with traveling to and attending such meetings of the Board and committees. Notwithstanding anything contained in this Section 8.17 to the contrary, the Observer designated hereunder may be present (in-person or telephonically) at that portion of excluded from any meeting when (or portion thereof), or denied access to any such information is discussed. The reasonable travel expenses incurred by materials, if and to the extent the Board Observer reasonably and in attending good faith determines (i) such recusal is reasonably necessary based on the advice of counsel to preserve attorney-client privilege, (ii) there exists, with respect to any deliberation or board or committee meeting held in-person shall be promptly reimbursed by materials, an actual or potential conflict of interest between the Loan Parties to the Administrative Agent. Each Loan Party will cause its board of directors (or similar governing body) to meet telephonically or in-person not less often than once per Fiscal Quarter and in-person not less often than once per Fiscal Year. The Administrative Agent may elect, at its option, to have its Board Observer attend each meeting in-person or telephonically. Upon request of the Administrative Agent, the Loan Parties will participate inObserver, and will use reasonable efforts to cause management personnel and their Affiliates to participate inthe Borrower or its Subsidiaries, a meeting with Agent once during each calendar quarteras applicable, which meeting shall be held during normal business hours and at or (iii) based on the advice of counsel, such place as may be reasonably requested recusal is required by Agent or by conference call at the Administrative Agent’s discretion, to discuss, among other things, operating performance, strategy, business issues and any other matters reasonably requested by AgentApplicable Laws.

Board Observation. Until (a) The Executive shall have the Obligations are Paid right to participate in Full, each Loan Party will give the Administrative Agent notice of (in the same manner notice is given to directors, managers, governors or individuals acting in similar capacities), and permit up to two representatives meetings of the Administrative Agent Board, but solely as an observer (collectively, the a “Board Observer”), and not in any other capacity, for the Board Observer Period (as defined below). (b) The Company agrees that it will invite Executive in such capacity as a Board Observer to attend, in a non-voting observer capacity, all meetings of the Board and any and all committees thereof (the “Committees”) for the purposes of permitting Board Observer to have current information with respect to the affairs of the Company and the actions taken by the Board and Board Observer to provide input and advice with respect thereto. Board Observer shall have the right to be heard at any such meeting, but in no event shall Board Observer: (i) be deemed to be a member of the Board or such Committees; (ii) have the right to vote on any matter under consideration by the Board or such Committees or otherwise have any power to cause the Company to take, or not to take, any action; or (iii) except as expressly set forth herein, have or be deemed to have, or otherwise be subject to, any duties (fiduciary or otherwise) to attend as an observer the Company or its stockholders or any duties (but fiduciary or otherwise) otherwise applicable to the directors of the Company. As a non-voting observer, Board Observer will also be provided (concurrently with no voting rightsdelivery to the directors of the Company) copies of all notices, minutes, consents, and all other materials or information (financial or otherwise) that are provided to the directors with respect to a meeting of the Board or any of the Committees or any written consent in lieu of meeting of the Board or any of the Committees (except to the extent Board Observer has been excluded therefrom pursuant to clause (d) below). (c) If a meeting of the Board or any of the Committees is conducted via telephone or other electronic medium (e.g., videoconference), each Board Observer may attend such meeting via the same medium. (whether telephonic d) Notwithstanding the foregoing, the Company may exclude Board Observer from access to any material or inmeeting or portion thereof if: (i) the Board concludes in good faith, upon advice of the Company’s counsel, that such exclusion is reasonably necessary to preserve the attorney-person) of client privilege between the Company and such Loan Party’s board of directors, board of governors or managers, or other similar governing body, and each executive and other committee meetings thereofcounsel; provided, however, in connection with the foregoing, such Loan Party shall provide the Administrative Agent with any and all materials provided to the board of directors (or similar governing body) of such Loan Party with respect to each such meeting, at least 48 hours in advance of such meeting. Notwithstanding the foregoing, neither the Administrative Agent nor that any such exclusion shall apply only to such portion of the material or such portion of the meeting which would be required to preserve such privilege and not to any other portion thereof; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board, the Corporate Secretary, legal counsel and/or independent auditors, as the Board may designate. (e) The rights described in this Section 9 shall terminate upon: (i) the termination of the Observer designated shall have Period, as provided below; (ii) any material violation of the right to receive (A) information directly and exclusively pertaining to strategy, negotiating positions or similar matters relating to the terms of this Agreement (or other related documents or obligations), any refinancing or restructuring of the Obligations, or any other transaction or matter in which the Administrative Agent, Lenders or any of their respective Affiliates is adverse to the Company, (B) any information that would jeopardize or otherwise impair any Loan Party’s attorney-client privilege or (C) any information that would result in the disclosure of trade secrets or a conflict of interest. Neither the Administrative Agent nor any such Board Observer shall be entitled to be present (in-person or telephonically) at that portion of any meeting when any such information is discussed. The reasonable travel expenses incurred by the Board Observer in attending any board which (A) remains uncured within 30 days after receipt of notice thereof, or committee meeting held in-person shall be promptly reimbursed by the Loan Parties (B) directly causes material harm to the Administrative Agent. Each Loan Party will cause its board Company which is not capable of directors cure; or (or similar governing bodyiii) to meet telephonically or in-person not less often than once per Fiscal Quarter and in-person not less often than once per Fiscal Yearthe death of Board Observer. The Administrative Agent may elect“Observer Period” shall mean the period of time from the Effective Date until February 1, at its option, to have its 2024. Board Observer attend each meeting in-person or telephonically. Upon request of may terminate the Administrative Agent, Observer Period at any time upon written notice to the Loan Parties will participate in, and will use reasonable efforts to cause management personnel and their Affiliates to participate in, a meeting with Agent once during each calendar quarter, which meeting shall be held during normal business hours and at such place as may be reasonably requested by Agent or by conference call at the Administrative Agent’s discretion, to discuss, among other things, operating performance, strategy, business issues and any other matters reasonably requested by AgentCompany.

Board Observation. Until the Obligations are Paid in FullThe Company shall, each Loan Party will and shall cause its Subsidiaries to, give the Administrative Agent holder of this Warrant notice of (in the same manner notice is given to directors, managers, governors or individuals acting in similar capacities), and permit up to two representatives one representative of the Administrative Agent holder of this Warrant (collectively, the “Board Observer”) to attend as an observer (but with no voting rights), each meeting (whether telephonic or in-person) of such Loan Partythe Company’s and it Subsidiaries’ board of directors, board of governors or managers, or other similar governing body, and each executive and other committee meetings thereof; provided, however, in connection with the foregoing, such Loan Party the Company shall, and shall cause its Subsidiaries to, provide the Administrative Agent holder of this Warrant with any and all materials provided to the board of directors (or similar governing body) of such Loan Party the Company and its Subsidiaries with respect to each such meeting, at least 48 hours in advance of such meeting. Notwithstanding the foregoing, neither the Administrative Agent nor any such Board Observer designated shall not have the right to receive (A) information directly and exclusively pertaining to strategy, negotiating positions or similar matters relating to the this Agreement (or other related documents or obligations), any refinancing or restructuring of the Obligations, or any other transaction or matter in which the Administrative Agent, Lenders or any of their respective Affiliates is adverse to the Company, (B) any information that would jeopardize or otherwise impair any Loan Partythe Company’s or its direct or indirect Subsidiaries’ attorney-client privilege or (CB) any information that would result in the disclosure of trade secrets or a conflict of interest. Neither the Administrative Agent nor any such The Board Observer shall not be entitled to be present (in-person or telephonically) at that portion of any meeting when any such information is discussed. The reasonable travel expenses incurred by the Board Observer in attending any board or committee meeting held in-person shall be promptly reimbursed by the Loan Parties to the Administrative AgentCompany. Each Loan Party The Company will, and will cause its Subsidiaries to, cause its board of directors (or similar governing body) to meet telephonically or in-person not less often than once per Fiscal Quarter fiscal quarter and in-person not less often than once per Fiscal Yearfiscal year. The Administrative Agent holder of this Warrant may elect, at its option, to have its Board Observer attend each meeting in-person or telephonically. Upon request of the Administrative Agent, the Loan Parties will participate inThe Company shall, and will use reasonable efforts to shall cause management personnel and their Affiliates to participate inits Subsidiaries to, enter into a meeting Board Observer Agreement with Agent once during each calendar quarter, which meeting shall be held during normal business hours and at such place Holder in the form attached hereto as may be reasonably requested by Agent or by conference call at the Administrative Agent’s discretion, to discuss, among other things, operating performance, strategy, business issues and any other matters reasonably requested by AgentExhibit 9.10.

Board Observation. Until the Obligations are Paid in FullThe Company shall, each Loan Party will and shall cause its Subsidiaries to, give the Administrative Agent holder of this Warrant notice of (in the same manner notice is given to directors, managers, governors or individuals acting in similar capacities), and permit up to two representatives one representative of the Administrative Agent holder of this Warrant (collectively, the “Board Observer”) to attend as an observer (but with no voting rights), each meeting (whether telephonic or in-person) of such Loan Partythe Company’s and it Subsidiaries’ board of directors, board of governors or managers, or other similar governing body, and each executive and other committee meetings thereof; provided, however, in connection with the foregoing, such Loan Party the Company shall, and shall cause its Subsidiaries to, provide the Administrative Agent holder of this Warrant with any and all materials provided to the board of directors (or similar governing body) of such Loan Party the Company and its Subsidiaries with respect to each such meeting, at least 48 hours in advance of such meeting. Notwithstanding the foregoing, neither the Administrative Agent nor any such Board Observer designated shall not have the right to receive (A) information directly and exclusively pertaining to strategy, negotiating positions or similar matters relating to the this Agreement (or other related documents or obligations), any refinancing or restructuring of the Obligations, or any other transaction or matter in which the Administrative Agent, Lenders or any of their respective Affiliates is adverse to the Company, (B) any information that would jeopardize or otherwise impair any Loan Partythe Company’s or its direct or indirect Subsidiaries’ attorney-client privilege or (CB) any information that would result in the disclosure of trade secrets or a conflict of interest. Neither the Administrative Agent nor any such The Board Observer shall not be entitled to be present (in-person or telephonically) at that portion of any meeting when any such information is discussed. The reasonable travel expenses incurred by the Board Observer in attending any board or committee meeting held in-person shall be promptly reimbursed by the Loan Parties to the Administrative AgentCompany. Each Loan Party The Company will, and will cause its Subsidiaries to, cause its board of directors (or similar governing body) to meet telephonically or in-person not less often than once per Fiscal Quarter fiscal quarter and in-person not less often than once per Fiscal Yearfiscal year. The Administrative Agent holder of this Warrant may elect, at its option, to have its Board Observer attend each meeting in-person or telephonically. Upon request of the Administrative Agent, the Loan Parties will participate inThe Company shall, and will use reasonable efforts to shall cause management personnel and their Affiliates to participate inits Subsidiaries to, enter into a meeting Board Observer Agreement with Agent once during each calendar quarter, which meeting shall be held during normal business hours and at such place as may be reasonably requested by Agent or by conference call at the Administrative Agent’s discretion, to discuss, among other things, operating performance, strategy, business issues Initial Holder (and any other matters reasonably requested by AgentHolder upon its request) in the form attached hereto as Exhibit 9.10.