Common use of Board Observation Clause in Contracts

Board Observation. Until the Facility Termination Date, the Borrower shall permit (x) one representative of up to three (3) Term Lenders holding (together with their affiliates) an aggregate of at least $100,000,000 of Term Loans outstanding at the applicable time and (y) one representative of the Revolving Lenders (each a “Board Observer” and, collectively, the “Board Observers”) to attend as an observer, each meeting (whether telephonic, by video conference or in-person) of ▇▇▇▇▇▇▇▇’s board of directors, and each meeting of the audit committee thereof and of any executive committee to which material decision-making responsibilities of the exiting board are delegated thereof (other than the HealthCare Oversight Committee). In connection with the foregoing, Borrower shall provide the Board Observers with notice of any such meeting, and with any and all materials, correspondence or communications provided to the board of directors (or applicable committee) with respect to each such meeting, substantially concurrently with notice and with the distribution of such materials to the members of the board of directors (or applicable committee). Notwithstanding the foregoing, neither the Administrative Agent nor any Lender nor any such Board Observer designated shall have the right to receive (and Board Observers may be recused from discussion regarding) (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, any change of control transaction or shareholder activist matter, or any other transaction or matter in which the Administrative Agent, Lenders or any of their respective Affiliates is adverse to the Credit Parties,

Board Observation. Until the Facility Termination Date, the Borrower shall permit (x) one representative of up to three (3) Term Lenders holding (together with their affiliates) an aggregate of at least $100,000,000 of Term Loans outstanding at the applicable time and (y) one representative of the Revolving Lenders (each a “Board Observer” and, collectively, the “Board Observers”) to attend as an observer, each meeting (whether telephonic, by video conference or in-person) of ▇▇▇▇▇▇▇▇’s board of directors, and each meeting of the audit committee thereof and of any executive committee to which material decision-making responsibilities of the exiting board are delegated thereof (other than the HealthCare Oversight Committee). In connection with the foregoing, Borrower shall provide the Board Observers with notice of any such meeting, and with any and all materials, correspondence or communications provided to the board of directors (or applicable committee) with respect to each such meeting, substantially concurrently with notice and with the distribution of such materials to the members of the board of directors (or applicable committee). Notwithstanding the foregoing, neither the Administrative Agent nor any Lender nor any such Board Observer designated shall have the right to receive (and Board Observers may be recused from discussion regarding) (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, any change of control transaction or shareholder activist matter, or any other transaction or matter in which the Administrative Agent, Lenders or any of their respective Affiliates is adverse to the Credit Parties,, (B) any information that would jeopardize, in the opinion of counsel, any Credit Party’s attorney-client privilege and any non-financial information that is competitively sensitive, including trade secrets, or (C) any information to the extent contrary to applicable law or applicable stock exchange rules. Neither the Administrative Agent nor any Lender nor any such Board Observer shall be entitled to be present (in-person, by videoconference 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 Credit Parties to the Administrative Agent or the Lenders, as applicable, unless reasonable provision is made for the Board Observers to attend by video-conference. Each applicable Lender may elect, at its option, to have its respective Board Observer attend each meeting in-person, by videoconference or telephonically. The Board Observers shall be bound by the confidentiality obligations applicable to all other members of the board of directors of the Borrower. At any time and from time to time while such a Lender has the right to designate a Board Observer, the Board Observer appointed by such ▇▇▇▇▇▇ may be removed or replaced by such Lender in its sole discretion. The Borrower agrees to take all necessary actions to effect such removal and/or replacement promptly following written notice by a Lender to the Borrower of such removal or replacement. No Board Observer shall, by virtue of his or her capacity as such, have or be deemed to have, or otherwise be subject to, any duties (fiduciary or otherwise) to any of the Credit Parties or their shareholders or any other person or entity or any duties (fiduciary or otherwise) otherwise applicable to the members of any board of directors (or similar governing body or committee).

Board Observation. Until the Facility Termination Date, the Borrower shall permit (x) one representative of up to three (3) Term Lenders holding (together with their affiliates) an aggregate of at least $100,000,000 of Term Loans outstanding at the applicable time and (y) one representative of the Revolving Lenders (each a “Board Observer” and, collectively, the “Board Observers”) to attend as an observer, each meeting (whether telephonic, by video conference or in-person) of ▇▇▇▇▇▇▇▇’s board of directors, and each meeting of the audit committee thereof and of any executive committee to which material decision-making responsibilities of the exiting board are delegated thereof (other than the HealthCare Oversight Committee). In connection with the foregoing, Borrower shall provide the Board Observers with notice of any such meeting, and with any and all materials, correspondence or communications provided to the board of directors (or applicable committee) with respect to each such meeting, substantially concurrently with notice and with the distribution of such materials to the members of the board of directors (or applicable committee). Notwithstanding the foregoing, neither the Administrative Agent nor any Lender nor any such Board Observer designated shall have the right to receive (and Board Observers may be recused from discussion regarding) (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, any change of control transaction or shareholder activist matter, or any other transaction or matter in which the Administrative Agent, Lenders or any of their respective Affiliates is adverse to the Credit Parties,, (B) any information that would jeopardize, in the opinion of counsel, any Credit Party’s attorney-client privilege and any non-financial information that is competitively sensitive, including trade secrets, or (C) any information to the extent contrary to applicable law or applicable stock exchange rules. Neither the Administrative Agent nor any Lender nor any such Board Observer shall be entitled to be present (in-person, by videoconference 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 Credit Parties to the Administrative Agent or the Lenders, as applicable, unless reasonable provision is made for the Board Observers to attend by video- conference. Each applicable Lender may elect, at its option, to have its respective Board Observer attend each meeting in-person, by videoconference or telephonically. The Board Observers shall be bound by the confidentiality obligations applicable to all other members of the board of directors of the Borrower. At any time and from time to time while such a Lender has the right to designate a Board Observer, the Board Observer appointed by such ▇▇▇▇▇▇ may be removed or replaced by such Lender in its sole discretion. The Borrower agrees to take all necessary actions to effect such removal and/or replacement promptly following written notice by a Lender to the Borrower of such removal or replacement. No Board Observer shall, by virtue of his or her capacity as such, have or be deemed to have, or otherwise be subject to, any duties (fiduciary or otherwise) to any of the Credit Parties or their shareholders or any other person or entity or any duties (fiduciary or otherwise) otherwise applicable to the members of any board of directors (or similar governing body or committee).