Right to Appoint an Observer Sample Clauses
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Right to Appoint an Observer. For the period of two years from the effective date (as that term is defined in Section 9), the Representative shall have the right to send a representative (who need not be the same individual from meeting to meeting) to observe each meeting of the Board of Directors of the Company; provided that in each instance (i) the Company shall give the Representative reasonable, advance written notice of each meeting of the Board of Directors of the Company; (ii) the Representative shall give the Company reasonable, advance written notice of the representative attending any such meeting; (iii) such representative shall sign a Regulation FD compliant confidentiality agreement which is reasonably acceptable to the Representative and its counsel in connection with such representative's attendance at meetings of the Board of Directors; and (iv) such representative shall be reasonably acceptable to the Company except that upon reasonable, advance written notice to the Underwriters, the Company may exclude the representative from meetings where, in the opinion of counsel for the Company, the representative's presence may cause the loss of attorney-client privilege, or if, in the opinion of the Company’s Board of Directors, it would be in the best interest of the Company to exclude the observer for such portion of the meeting. The Company hereby agrees to give the Representative reasonable, advance written notice of each such meeting and to provide the Representative with an agenda and minutes of the meeting no later than it gives such notice and provides such items to the other directors.
Right to Appoint an Observer. For the period of two years from the Effective Date (as that term is defined in Section 9), upon notice from the Representative to the Company, the Representative shall have the right to send a representative (who need not be the same individual from meeting to meeting, provided that in each instance the Company is given reasonable, advance notice of the representative attending any such meeting and such person is reasonably acceptable to the Company) to observe each meeting of the Board of Directors of the Company; provided that such representative shall sign a Regulation FD compliant confidentiality agreement which is reasonably acceptable to the Representative and its counsel in connection with such representative’s attendance at meetings of the Board of Directors; and provided further that upon written notice to the Underwriters, the Company may exclude the representative from meetings where, in the opinion of counsel for the Company, the representative’s presence may cause the loss of attorney-client privilege or if, in the opinion of the Company’s Board of Directors, it would be in the best interest of the Company to exclude the observer for such portion of the meeting. The Company agrees to give the Representative written notice of each such meeting and to provide the Representative with an agenda and minutes of the meeting no later than it gives such notice and provides such items to the other directors.
Right to Appoint an Observer. For so long as at least 3,961,774 shares of Series A Preferred Stock (subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like) are outstanding, the Investors (other than the Lead Investor) shall have the right to appoint and remove a representative to attend as an observer at:
(a) every meeting of the Board of Directors; and
(b) every meeting of any committee of the Board of Directors, provided that an observer shall not be entitled to vote at any such meeting. The appointment and removal of any representative pursuant to this Section shall be by written notice from the Investors (other than the Lead Investor) and shall take effect upon delivery of written notice thereof at the Company’s registered office or at any meeting of the relevant Board of Directors or any committee thereof. The individual initially designated by the Investors (other than the Lead Investor) shall be made known to the Company on or before the Closing Date and the Investors (other than the Lead Investor) agree to discuss with the Company the appointment or removal of any representative pursuant to this Section prior to such appointment or removal.
Right to Appoint an Observer. Until achievement of the Funding Threshold, TRDF shall be entitled to designate one observer (“Observer”) to attend all meetings of Microbot’s Board of Directors, or any committees thereof, in a nonvoting observer capacity. Microbot reserves the right to, and may exclude the Observer from any Board of Directors meeting or portion thereof if (a) the Board of Directors determines, in its reasonable discretion, that attendance by the Observer could conflict with the Board of Director’s fiduciary obligations to Microbot or, (b) in the judgment of the Microbot’s counsel, attendance by the Observer could adversely affect the attorney-client privilege between Microbot and its counsel or (c) the Board of Directors determines, in its reasonable discretion, that attendance by the Observer could place the Observer in a conflict of interest with Microbot. The Observer shall be given copies of all notices, minutes, and consents of Microbot’s Board of Directors meetings, and other materials that are provided to the members of the Board of Directors of Microbot in connection with Board of Directors Meetings; provided that Microbot may redact from any such material information that (a) in the judgment of the Microbot’s counsel could adversely effect the attorney-client privilege between Microbot and its counsel or (b) could place the Observer in a conflict of interest with Microbot. The Observer shall sign a confidentiality agreement, in a form reasonably acceptable to Microbot, to cover information distributed to Observer and information disclosed in Microbot’s Board of Directors’ meetings.