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 long as the Board Observer serves in such capacity, maintain such coverage with respect to the Board Observer.
Appears in 1 contract
Board Observer. (a) Subject to the terms and conditions For purposes of this Agreement, from and after the Effective Date and until a Termination Event (as defined below) shall have occurredSection 9, the Shareholder shall have term “Company” refers to each of Community Shores and the rightBank. Commencing upon the closing of the Rights Offering, effective immediatelythe Company will permit the Backstop Party to designate, at its sole discretion, one (1) individual to designate one person to be appointed attend all Board of Directors meetings of the Company as a board an observer (the “Board Observer”)) for the periods specified in Subsection (a)(i) below. The Shareholder For the avoidance of doubt, the Board Observer shall exercise these rights, in its sole discretion, from time to time by providing written notice not have voting rights or fiduciary obligations to the Company. Company or its shareholders, but shall be bound by the same confidentiality and i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ obligations as the members of the Board.
i. The initial Board Observer designated by the Backstop Party shall be B▇▇▇▇ ▇. ▇▇▇▇ is hereby designated by ▇▇, ▇▇. (“Mr. Essex”), who may act as a Board Observer until the Shareholder Company’s annual meeting of the Board in May of 2016. At the 2016 Annual Meeting of the Board, the Backstop Party may designate Mr. Essex, or another individual subject to the prior approval of the Board, which shall not be unreasonably withheld, to continue to act as a Board Observer until the 2017 Annual Meeting of the Board. At the 2017 and 2018 Annual Meetings of the Board, the Backstop Party may designate an individual to serve as a Board Observer, effective but the Board may, in its sole discretion, elect to withhold the right of such individual, or any individual, to act (or to continue to act) as a Board Observer.
ii. The Company will provide the Board Observer with actual notice of all regular and special meetings of the Effective Date.
(b) Company’s Board of Directors in the same manner as provided to directors, and will provide to such Board Observer a copy of all materials and information distributed at or prior to such meetings or otherwise to the directors of the Company. Such meetings will be held in person at least quarterly. The Board Observer shall execute a confidentiality agreement in form and substance reasonably satisfactory to the Company prior to participating in a meeting of the Board or receiving related materials and information. Notwithstanding the foregoing, (1) the Board Observer may not attend any portion of a meeting of the Board during which a transaction or agreement with or for the benefit of the Backstop Party or any affiliate is being considered by the Board; (2) the Board shall have the right to attend and participate in all meetings of require 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 leave any meeting if the Board Observer does not, upon the written request of the Company, before attending any meetings of the Board, execute needs to deliberate independently; and deliver to the Company an agreement to abide by all Company policies applicable to members of (3) the Board and a confidentiality agreement reasonably acceptable to the Company, may exclude the Board Observer may be excluded from access to any material or meeting or portion thereof if access to information discussed or presented or attendance at such meeting would adversely affect the Board determines in good faith, upon advice of counsel, that such exclusion is reasonably necessary to protect highly confidential proprietary information of attorney-client privilege between the Company or confidential proprietary information and its counsel. Attendance 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 a 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 meeting of the Board Observer and Indemnification Agreement attached hereto as Exhibit 1 with shall not be required to establish a quorum for such changes as meeting.
b) The Backstop Party may, at any time, terminate its right under this Section 9 by providing written notice of such termination to the Company. The rights provided by this Section 9 may not be agreed upon assigned by the Company and the Board ObserverBackstop Party.
(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 long as the Board Observer serves in such capacity, maintain such coverage with respect to the Board Observer.
Appears in 1 contract
Sources: Share Purchase and Rights Offering Backstop Agreement (Community Shores Bank Corp)
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 A Board Observer appointed pursuant to Section 1 shall have the right to attend present matters for consideration by the Board and participate in all to speak on matters presented by others at such meetings of the Board in a non-voting capacity, and the Company shall provide such Board. A Board Observer copies shall not be entitled to attend meetings of all notices, consents, minutes and other materials, financial any Board committee except for meetings of special or otherwise, standing committees to which the Company provides to the Board, provided, however, that if the Board Observer does nothas been granted in writing by the Board the right to attend one or more such meetings. A Board Observer shall not have the right to vote on any matter presented to the Board or any committee thereof. Subject to the confidentiality provisions of this Section 3 and any applicable related person, upon the written request conflict of interest, recusal or similar policy or practice of the Company, before attending any meetings of the Board, execute Company shall cause the Board Observer to be provided with all communications and deliver materials that are provided by the Company or its consultants to the Company an agreement to abide by all Company policies applicable to members of the Board generally, at the same time and in the same manner that such communications and materials are provided to such members, including all notices, board packages, reports, presentations, minutes and consents. The Board Observer shall be entitled to meet and consult with the senior executive management team of the Company on a confidentiality agreement reasonably acceptable quarterly basis to discuss the quarterly and annual business plans of the Company and the Company’s subsidiaries and to review the progress of the Company and the Company’s subsidiaries in achieving their plans. In addition, upon request to the chief executive officer of the Company, the members of the senior executive management team of the Company shall make themselves available during normal business hours to meet with the Board Observer on an interim basis, as the Board Observer may be excluded reasonably request from access time to time, and as would not unreasonably interfere with the duties of the members of the senior executive management team of the Company. Notwithstanding any material or meeting or portion thereof if other provision of this Section 3 to the Board determines in good faithcontrary, upon advice of counsel, that such exclusion is reasonably necessary to protect highly confidential proprietary information of the Company or the Board shall have the right to keep confidential proprietary from the Board Observer for such period of time as the Company or the Board deems reasonable any information and copies of third parties that written materials the Company is required by law, rule, regulation or agreement with a third party to hold in confidence, or for other similar reasonskeep confidential. 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 hold in confidence and trust and not use or disclose any confidential information provided to or learned by him or her in connection with the Board Observer’s rights hereunder for any purpose other than the observation and participation rights contemplated hereby, unless otherwise required by law. As a condition of the exercise of his or her rights under this Section 3, the terms Board Observer shall enter into such further agreements or undertakings with the Company to maintain the confidentiality of information provided to them in connection with the exercise of such rights as the Company may reasonably request. The Shareholder will cause each Board Observer appointed by it to agree to abide by and be subject to the obligations imposed upon members 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 pursuant to or on behalf Article 12 of the Company, including attending meetings ’s bylaws (including committee meetingsor any successor provision thereto) or events attended on behalf and Section 3 of the Company at the Company’s requestCode of Business Conduct and Ethics (or any successor provision thereto).
(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 long as the Board Observer serves in such capacity, maintain such coverage with respect to the Board Observer.
Appears in 1 contract
Board Observer. (a) Subject to For as long as DIRECTV beneficially owns at least 75% of the terms and conditions total shares 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 Class A Common Stock to be appointed as issued on the Share Delivery Date (appropriately adjusted for stock splits or stock dividends or in connection with a board observer (“Board Observer”combination of shares, recapitalization, merger, consolidation or other reorganization). 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 DIRECTV shall have the right to attend and participate in all meetings of the Board in designate 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 observer to the Company an agreement to abide by all Company policies applicable to members of the Board and a confidentiality agreement ("DIRECTV Observer"), who is reasonably acceptable to the CompanyCompany Board, who shall have the right to notice of and attend all Company 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 reasonsmeetings. The Shareholder may revoke the designation of any person as the Board DIRECTV 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 receive and have full access to all information and materials provided to any of the members of the Company Board Observer and Indemnification Agreement attached hereto as Exhibit 1 with such changes as may be agreed upon (except where materials are provided only to a committee that was appointed by the Company Board) at the same time as the Company Board member(s) receive such materials subject to the following limitation: In the event that the matter being considered by the Company Board directly concerns a transaction with a domestic distributor of the Hallmark Channel, with a distributor outside of the United States where DIRECTV, Inc. or an Affiliate has operations or with an entity affiliated with DIRECTV, the Company Board may exclude the DIRECTV Observer from such portion of the Company Board meeting and redact such information and materials. However, if the Board Observer.
(d) The Company issues any Equity to any distributor of the Hallmark Channel, the Company shall pay give DIRECTV written notice of such issuance not less than ten (10) business days prior to such issuance and include therein the reasonableamount of Equity to be issued, documented out-of-pocket expenses incurred the obligations assumed by such distributor in exchange for the Board Observer Equity, including, without limitation, any obligations that are similar to those set forth on Schedule 10.11 hereof, the obligations of the Company and its Affiliates in connection with his such Equity issuance, and the Other Distributor Proportion. DIRECTV shall be and shall cause the DIRECTV Observer to be obligated to hold in confidence any and all information received in any Company Board meeting or her services otherwise in the DIRECTV Observer's capacity as such, except to the extent such information is publicly disclosed by the Company, provided that the DIRECTV Observer shall be entitled to or on behalf report any and all information to DIRECTV. DIRECTV shall not and DIRECTV shall ensure that the DIRECTV Observer shall not use such information for any purpose other than for DIRECTV's analysis of the Company's financial condition and operations and shall comply with all limitations of the law, including attending meetings (including committee meetings) or events attended on behalf securities laws, regarding the use of the Company at the Company’s requestsuch information.
(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 long as the Board Observer serves in such capacity, maintain such coverage with respect to the Board Observer.
Appears in 1 contract
Sources: Stock Purchase Agreement (Crown Media Holdings Inc)
Board Observer. (a) Subject to The Borrower shall permit a single designee of 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 Administrative Agent to be appointed as a board observer to the Borrower (the “Board Observer”). In such capacity, the Board Observer shall be entitled to attend all regularly scheduled meetings of the Board, including but not limited to regularly scheduled meetings occurring each fiscal quarter, and may attend all other meetings of the Board of the Borrower by invitation. The Shareholder Borrower shall exercise these rights, in its sole discretion, from ensure that the Board Observer is invited to each such meeting at the same time to as each other member of the Board and that such Board Observer receives all board materials at the same time as each other member of the Board (which board materials Administrative Agent shall share promptly with each Lender); provided that any such material may be redacted by providing written notice to the Company. ▇▇▇▇▇▇ ▇. ▇▇▇▇ is hereby designated by , and Borrower may exclude the Shareholder to serve as a Board Observer, effective as Observer from meetings of the Effective DateBoard, (i) 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, (ii) if such Board Observer is a competitor of the Company, (iii) in order to protect individually identifiable health information (as defined under HIPAA), or (iv) to the extent such materials or meetings relate to the executive committee or compensation audit committee; provided, further, that such redactions and the exclusion of the Board Observer are restricted so as to be only as extensive as is reasonably necessary in order to exclude or prevent access to the Board Observer to information described herein. If appointed, the Board Observer may resign or withdraw at any time, or, at the request of the Borrower or the Administrative Agent, be replaced by a designee of the Administrative Agent that is reasonably acceptable to the Borrower.
(b) The Board Observer shall have Without otherwise limiting the Administrative Agent’s and ▇▇▇▇▇▇▇’ 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 Companyexpense reimbursement hereunder, the Board Observer may be excluded from access to any material or meeting or portion thereof if Borrower shall reimburse 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 Administrative Agent 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 all reasonable 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) Administrative Agent 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 long as the Board Observer serves in such capacity, maintain such coverage attending any in-person meetings of the board of directors thereof or otherwise in connection with respect to the Board Observerexercise of their rights hereunder.
Appears in 1 contract
Board Observer. If the Aggregate Ownership of JBH and the JBH Subsidiaries falls below 10%, then, until the later of the date upon which (a) Subject to the terms Aggregate Ownership of JBH and conditions the JBH Subsidiaries falls below 5% or (b) that certain Transition Services Agreement between JBH and the Company dated as of this Agreement[_________], from and after the Effective Date and until a Termination Event 2008 (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, amended from time to time by providing written notice time) is terminated or expires according to the Company. ▇▇▇▇▇▇ ▇. ▇▇▇▇ is hereby designated by the Shareholder to serve as a Board Observerits terms, effective as of the Effective Date.
(b) The Board Observer JBH shall have the right to appoint a representative (the “Board Representative”) to attend and participate in all meetings each meeting of the Board in as a non-voting capacityobserver, whether such meeting is conducted in person or by teleconference. The Board Representative shall have the right to present matters for consideration by the Board and to speak on matters presented by others. Subject to the confidentiality provisions of this Section 3, the Company shall provide cause the Board Representative to be provided with all communications and materials that are provided by the Company or its consultants to the members of the Board generally, at the same time and in the same manner that such Board Observer copies of communications and materials are provided to such members, including all notices, consentsboard packages, reports, presentations, minutes and other materials, financial or otherwise, which consents. The Board Representative shall be entitled to meet and consult with the senior executive management team of the Company provides on a quarterly basis to discuss the quarterly and annual business plans of the Company and the Company’s subsidiaries and to review the progress of the Company and the Company’s subsidiaries in achieving their plans. In addition, upon request to the Board, provided, however, that if the Board Observer does not, upon the written request chief executive officer 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 senior executive management team of the Company shall make themselves available during normal business hours to meet with the Board Representative on an interim basis, as the Board Representative may reasonably request from time to time, and as would not unreasonably interfere with the duties of the members of the senior executive management team of the Company. Notwithstanding any other provision of this Section 3 to the contrary, the Company or the Board shall have the right to keep confidential proprietary from the Board Representative for such period of time as the Company or the Board deems reasonable any information and copies of third parties that written materials the Company is required by law or agreement with a third party to hold in confidencekeep confidential. As a condition of the exercise of their rights under this Section 3, 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 Representative shall enter into such agreements or undertakings with the Company after which to maintain the Shareholder shall be entitled confidentiality of information provided 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 them in connection with his or her services provided to or on behalf the exercise of the Company, including attending meetings (including committee meetings) or events attended on behalf of such rights as the Company at the Company’s may reasonably 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 long as the Board Observer serves in such capacity, maintain such coverage with respect to the Board Observer.
Appears in 1 contract