Board Observer Clause Samples
A Board Observer clause grants a designated individual the right to attend and observe meetings of a company's board of directors without having voting rights. Typically, this observer may receive board materials and participate in discussions, but cannot formally influence decisions. The clause is often used by investors or stakeholders who want oversight and insight into board activities without taking on the responsibilities or liabilities of a full board member. Its core function is to provide transparency and information access to key parties, ensuring they remain informed about the company's governance and strategic direction.
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Board Observer. (a) Priceline shall have the right, exercisable by delivering notice to the Company, to designate one observer to attend any meetings of the Board and each committee thereof (the “Board Observer”) for so long as (i) Priceline and its Subsidiaries beneficially own at least the Board Observer Threshold Shareholding in the Company, (ii) Priceline and its Subsidiaries comply in all material respects with the provisions of Section 2.1, (iii) Priceline and its Subsidiaries comply in all material respects with the provisions of Section 3.1(a) and (iv) the Marketing Agreement is in full force and effect and ▇▇▇▇▇▇▇.▇▇▇ B.V. complies in all material respects with the provisions thereof (the “Board Observer Right”).
(b) The Board Observer shall be entitled (i) to receive notice of each meeting (including telephonic meetings) of the Board and any committee thereof in the same form and manner as is given to the members of the Board and the same materials as and when provided to such members (both before or after a meeting, including copies of minutes thereof), including materials provided other than in connection with a meeting, and neither the Board nor any committee thereof shall conduct any business by written consent without giving such prior notice to the Board Observer and a copy of the proposed consent, any exhibits, annexes or schedules thereto and any related materials and (ii) at the Board Observer’s discretion, to attend each Board meeting or meeting of any committee thereof, either in person or by telephonic conference, and to participate fully in all discussions among directors of the Board at such meetings, and the Company covenants to take reasonable measures to facilitate such attendance and discussion; provided that, notwithstanding any other provision of this Section 3.2, (A) the Board Observer shall agree to hold in confidence all information provided (provided that the Board Observer shall not be restricted in any confidential communications or discussions with or the confidential provision of information to Priceline and its Subsidiaries and their respective directors, officers, employees, accountants, agents, counsel and other representatives), (B) such Board Observer and Priceline shall be subject to the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies and procedures and shall sign an acknowledgement form stating that he or she and it agree to comply with such policies and procedures (it being understood that such ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies and procedures shall...
Board Observer. From the date hereof until the earlier to occur of (i) the date on which all outstanding Obligations (other than unasserted contingent indemnification Obligations) have been paid in full and the Commitments are irrevocably terminated hereunder, or (ii) the date on which neither Beyond nor any of its Affiliates is a Lender or Agent hereunder, the Loan Parties shall cause Beyond to have the right to appoint one (1) individual as a non-voting observer to the board of managers of Parent (the “Board” and such observer, the “Board Observer”), and shall cause the Board Observer to be entitled to attend meetings of the Board and any committee of the Board and to receive all information provided to the members of the Board or its committees (including minutes of previous meetings of the Board or such committees); provided, that (i) the Board Observer shall not be entitled to vote on any matter submitted to the Board or any of its committees nor to offer any motions or resolutions to the Board or such committees; and (ii) the Board may withhold information or materials from the Board Observer and exclude the Board Observer from any meeting or portion thereof (x) if (as reasonably determined by the Board) access to such information or materials or attendance at such meeting would (A) adversely affect the attorney-client or work product privilege between the Parent and its counsel or (B) result in a conflict of interest or is otherwise required to avoid any disclosure that is restricted by any agreement with another Person or (y) (A) when any Agent, any Lender, the Loan Documents or the Obligations are the subject matter under discussion or (B) when such board materials or discussion relate directly to any Loan Party’s relationship, contractual or otherwise, with Beyond or any of its Affiliates, any Agent or the Lenders or any actual or potential transactions between or involving any Loan Party and Beyond or any of its Affiliates, any Agent or the Lenders. For the avoidance of doubt, the Board Observer (x) shall not constitute a manager and/or member of a Board committee and (y) shall not be entitled to any rights other than those provided by this Section 6.20.
Board Observer. (A) The Original Borrower and the Borrower (from the First Effective Date only) shall procure that, at all times from and including the Closing Date (or the First Effective Date, in the case of the Borrower) until and excluding the First Effective Date in the case of the Original Borrower or the SPAC Listing Date in the case of the Borrower (each, the “Relevant Time”), a representative of the Agent or the Original Lender (or the Arranger acting on its behalf), or Eleuthera SPC (the “Board Observer”) shall be entitled to attend each Board Meeting on behalf of the Lenders on the condition that the Board Observer shall attend Board Meetings as an observer only and shall not:
(1) have any rights or liabilities in relation to the direction or conduct of any management of any member of the Group as a result of attending Board Meetings; or
(B) be entitled to vote at, or count in the quorum for, any Board Meeting. At all times during the Relevant Time, the Borrower and/or Original Borrower (as the case may be) shall procure that the Board Observer is given notice of Board Meetings:
(1) as soon as reasonably practicable;
(2) no later than the time that notice of the relevant Board Meeting is given to members of the board of directors of the Borrower generally;
(3) no later than the time that notice of the relevant Board Meeting is required to be given pursuant to the constitutional documents of the Borrower; and
(4) in any event, no later than 10 Business Days prior to the relevant Board Meeting (unless the Chairman of the Board of Directors reasonably deems it important for the commercial interest of the Borrower to convene the Board Meeting earlier than this).
(C) At all times during the Relevant Time, the Borrower (or the Original Borrower, prior to the First Effective Date) shall procure that the Board Observer is supplied with a copy of all relevant board papers which are dispatched to members of the board of directors of the Borrower for the purposes of a Board Meeting generally at the same time as they are dispatched to those members of the board of directors of the Borrower (or the Original Borrower, as the case may be).
(D) The Agent, the Original Lender (or the Arranger acting on its behalf) or Eleuthera SPC agree that as a condition to their representative acting as a Board Observer, such person shall undertake to cooperate with the Borrower and fulfil any and all necessary formalities requested by the competent authorities or by applicable laws, as well...
Board Observer. (a) The Company shall allow one representative designated by NGP to attend all meetings of the Board in a nonvoting capacity (the “Observer Rights”), and in connection therewith, the Company shall give such representatives copies of all notices, minutes, consents and other materials, financial or otherwise, which the Company provides to its Board; provided, however, that such representative shall sign a confidentiality agreement in a form that is agreeable to both Angeleno and the Company; and provided further that the Company reserves the right to exclude such representative from access to any material or meeting or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege. Notwithstanding anything to the contrary contained herein, if at any time an individual nominated by Angeleno pursuant to Section 5.3(b)(iii) of the ROFR Agreement is not a director of the Company, then at such time the Company shall allow one representative designated by Angeleno to have the same Observer Rights as provided to NGP under this Agreement, subject to fulfillment by such representative of the same conditions imposed upon the representative designated by NGP under this Agreement.
(b) GE shall be entitled to receive copies of all materials provided at regular or special meetings of the Board as and when such materials are provided to members of the Board, which such information may be redacted by the Company, in its reasonable discretion, in the same manner described in Section 3.1(e) above (the “GE Board Materials”). The Board shall invite up to three (3) representatives designated by GE to meet with management of the Company on each date the Board holds a meeting (such meetings to take place no less often than on a quarterly basis). On each such date, the Company shall cause management to be available to meet with GE for a period of time reasonably sufficient to discuss the GE Board Materials and any other business of the Company that the Company determines, in its reasonable discretion, does not relate to any competitive aspect of the wind energy industry (including, without limitation, any specific subsidiary, facility or portion thereof, customer or prospective customer that relates to the wind energy industry). In addition, the Board may invite one representative designated by GE to attend any meetings of the Board (and, if applicable, portions thereof) during which no matters re...
Board Observer. (a) Subject to the terms and conditions of this Agreement, from and after the Effective Date and until a Termination Event (as defined below) shall have occurred, the Shareholder shall have the right, effective immediately, to designate one person to be appointed as a board observer (“Board Observer”). The Shareholder shall exercise these rights, in its sole discretion, from time to time by providing written notice to the Company. ▇▇▇▇▇▇ ▇. ▇▇▇▇ is hereby designated by the Shareholder to serve as a Board Observer, effective as of the Effective Date.
(b) The Board Observer shall have the right to attend and participate in all meetings of the Board in a non-voting capacity, and the Company shall provide such Board Observer copies of all notices, consents, minutes and other materials, financial or otherwise, which the Company provides to the Board, provided, however, that if the Board Observer does not, upon the written request of the Company, before attending any meetings of the Board, execute and deliver to the Company an agreement to abide by all Company policies applicable to members of the Board and a confidentiality agreement reasonably acceptable to the Company, the Board Observer may be excluded from access to any material or meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that such exclusion is reasonably necessary to protect highly confidential proprietary information of the Company or confidential proprietary information of third parties that the Company is required to hold in confidence, or for other similar reasons. The Shareholder may revoke the designation of any person as the Board Observer at any time upon written notice to the Company after which the Shareholder shall be entitled to designate a replacement Board Observer.
(c) The Board Observer shall serve under the terms of the Board Observer and Indemnification Agreement attached hereto as Exhibit 1 with such changes as may be agreed upon by the Company and the Board Observer.
(d) The Company shall pay the reasonable, documented out-of-pocket expenses incurred by the Board Observer in connection with his or her services provided to or on behalf of the Company, including attending meetings (including committee meetings) or events attended on behalf of the Company at the Company’s request.
(e) The Company shall (i) purchase directors’ and officers’ liability insurance in an amount determined by the Board to be reasonable and customary and (ii) for so...
Board Observer. Each Loan Party will continue to permit the Agents to have a representative (the “Board Observer”) present (whether in person or by telephone) in an observer capacity at all duly convened meetings of the Board of Directors or managers of each Loan Party and any committee meetings thereof. The Board Observer must be approved by the U.S. Borrower (such approval not to be unreasonably withheld, conditioned or delayed). Each Loan Party shall provide the Board Observer representative with a notice and agenda of each duly convened meeting of the Board of Directors and any committee thereof at least seven (7) days (or such lesser time as agreed to by the Board Observer) in advance of such meeting, and all of the information and other materials that are distributed to the Board of Directors or any committee thereof, as applicable, at the same time and in the same manner as such notices, agendas, information and other materials are provided to the members of the Board of Directors or any committee thereof; provided, however, that the Loan Parties reserve the right to withhold any information and to exclude the Board Observer from any meeting or portion thereof if (x) access to such information or attendance at such meeting would, upon advice of the Loan Parties’ counsel, adversely affect the attorney-client privilege between the Loan Parties and their counsel or (y) in the reasonable judgment of the Loan Parties, access to such information or attendance at such meeting could result in a conflict of interest between the Secured Parties and the Loan Parties. The Loan Parties shall reimburse the Board Observer for the reasonable out-of-pocket expenses (including travel expenses) incurred by the Board Observer in connection with the Board Observer attending any meetings of the Board of Directors or any committees thereof. The Parent shall hold at least one meeting of its Board of Directors each month.
Board Observer. At the Closing, the Purchasers shall be irrevocably and unconditionally (subject to the express terms hereof) granted the right to appoint one non-voting observer to the Company’s board of directors (the “Observer”) pursuant to the Observer Agreement, which agreement and appointment will become effective as of the Closing.
Board Observer. Each Credit Party shall give Lenders notice of (in the same manner as notice is given to directors), and permit three persons designated by Agent to attend as an observer, all meetings of its Board of Directors and all executive and other committee meetings of its Board of Directors and shall provide to Lenders the same information concerning the Credit Parties and their Subsidiaries, and access thereto, provided to members of the Credit Parties’ respective Board of Directors and such committees, as applicable. The reasonable travel expenses incurred by any such designees of Lenders in attending any board or committee meetings shall be reimbursed by the Credit Parties; provided, that the Credit Parties will not be required to permit a person designated by Lenders to attend, as an observer, any committee meeting of its Board of Directors or provide information to Lenders as provided to such committees, unless the Lender has executed a confidentiality agreement satisfactory to Lender in its reasonable determination, or in the event the Board of Directors of the Credit Parties reasonably determines that a conflict of interest may exist between Agent and the Credit Parties.
Board Observer. So long as it holds any Shares, each of ▇▇▇▇▇▇▇▇ (provided that no ▇▇▇▇▇▇▇▇ Default has occurred), GS, CDH, Qiming, Ignition, JAFCO and Ctrip shall have the right, from time to time, and at any time, to designate one (1) individual (the “Observer”) to attend and speak at all meetings of the Board and all committees thereof (whether in person, by telephone or other) in a non-voting observer capacity. The initial Observer appointed by Ctrip shall be ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, effective as of the Closing Date. An Observer is entitled to receive all notices of meetings of the Board and all committees thereof as well as copies of all minutes, consents and other materials, financial or otherwise, concurrently and in the same manner as such notices, minutes, consents and other materials are provided to the members of the Board and all committees thereof. An Observer shall have full rights of audience and may speak at all meetings of the Board and all committees thereof, but shall not be entitled to vote or be counted towards the quorum at any such meetings. The Founder and the Company hereby irrevocably agree that each Observer is a nominee of the Investor who appoints him/her and that such Observer shall be entitled to, and the Investor who nominates him/her can require him/her to, report all matters concerning the Company and its Subsidiaries, including but not limited to, matters discussed at any meeting of the Board and all committees thereof, and that the Observer may take advice and obtain instructions from his/her nominating Investor.
Board Observer. (a) For so long as Durango has the right to receive Deferred Consideration (as defined in the MIPA) and, upon issuance of the Deferred Consideration, until the date that Durango ceases to hold (i) at least 6,000,000 OpCo Units or 6,000,000 shares of Class C Common Stock (in each case, subject to appropriate adjustment in the event of any split, combination, reclassification, recapitalization or other similar event) or (ii) if such OpCo Units and shares of Class C Common Stock have been exchanged pursuant to the terms of the Third Amended and Restated Limited Partnership Agreement of Purchaser (as may be amended from time to time), at least 6,000,000 shares of Class A Common Stock, par value $0.0001 per share, of the Parent (subject to appropriate adjustment in the event of any split, combination, reclassification, recapitalization or other similar event), Durango shall have the right to appoint one (1) non-voting board observer (the “Board Observer”) to the board of directors of the Parent (the “Board of Directors”). Durango shall notify the Parent in writing of the name of any Board Observer prior to designating such Board Observer. The Parent shall have the right to approve any Board Observer, provided that such approval shall not be unreasonably withheld, conditioned or delayed with respect to any Board Observer that, at the time of designation by Durango, such person is an employee of a MSEP Person (as defined in the MIPA), Durango or any of its affiliates. Any Board Observer appointed pursuant to this Agreement shall enter into a board observer agreement with confidentiality obligations in the form attached hereto as Exhibit A. Durango shall have the right to remove and/or replace a Board Observer at any time by providing written notice of such removal and/or replacement to the Parent. In no event shall the Board Observer (i) be deemed to be a member of the Board of Directors, (ii) without limitation of the obligations expressly set forth in this Agreement, have or be deemed to have, or otherwise be subject to, any duties (fiduciary or otherwise) to the Parent, Purchaser or their respective equity holders, affiliates and representatives, or (iii) have the right to vote on, or consent to, any matters presented to the Board of Directors or propose or offer any motions or resolutions to the Board of Directors. The presence of the Board Observer shall not be required for purposes of establishing a quorum at any meeting of the Board of Directors.
(b) The P...