Information and Observer Rights (a) As long as the Purchaser owns at least five percent (5%) of the Securities originally purchased hereunder, Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by Company pursuant to the Exchange Act. As long as the Purchaser owns at least five percent (5%) of the Securities originally purchased hereunder, if Company is not required to file reports pursuant to such laws, it will prepare and furnish to the Purchaser and simultaneously make publicly available in accordance with Rule 144(c) such information as is required for the Purchaser to sell the Securities under Rule 144. Company further covenants that it will take such further action as any holder of Securities may reasonably request, all to the extent required from time to time to enable the Purchaser to sell the Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144. If Company fails to remain current in its reporting obligations or to provide currently publicly available information in accordance with Rule 144(c) and such failure extends for a period of more than fifteen Trading Days (the date which such fifteen Trading Day-period is exceeded, being referred to as “Event Date”), then in addition to any other rights the Purchaser may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the information failure is cured, Company shall pay to the Purchaser an amount in cash, as partial liquidated damages and not as a penalty, equal to one percent (1%) of purchase price paid for the Securities held by the Purchaser at the Event Date. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an information failure (except in the case of the first Event Date). (b) As long as the Purchaser owns at least five percent (5%) of the Securities, if the Purchaser notifies Company that it wishes to attend meetings of Company’s Board of Directors, Company shall invite a designated representative of the Purchaser to attend all meetings of Company’s Board of Directors in a nonvoting observer capacity and, in this respect, and subject to the Purchaser’s having informed Company that it wishes to attend, Company shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between Company and its counsel or result in disclosure of trade secrets or a conflict of interest.
Informal Observations A. An informal observation is an observation that is not required to be pre-scheduled. B. An evaluator may conduct any number of informal observations. C. Observations do not have to be in the classroom. For example, department or collegial meetings may be used for informal observations. D. Informal observations may serve as an opportunity for formative feedback. If there are concerns regarding the teacher’s/educator’s level of performance based upon informal observations, the evaluator will document the concern and schedule a time to discuss with the employee.
Communications and Operations Management a. Network Penetration Testing - DST shall, on approximately an annual basis, contract with an independent third party to conduct a network penetration test on its network having access to or holding or containing Fund Data. DST shall have a process to review and evaluate high risk findings resulting from this testing.
Formal Observations At least two (2) formal observations per year are required for ancillary staff members in Track I, at least sixty (60) days apart. In the case of a first-year or second-year Track I ancillary staff employee, at least one (1) observation shall be made prior to the ancillary staff employee’s mid- year progress report. Annual evaluations shall include in-room observations of all aspects of the ancillary staff employee’s instructional practice. Observations shall be conducted by the ancillary staff employee’s supervisor. An observation shall be at least one (1) complete lesson, based on the lesson plans provided by the ancillary staff employee. Observations shall be scheduled at least five (5) work days in advance for a three-day window in which the observation would take place. If an observation needs to be rescheduled, the ancillary staff employee shall be notified of the date of the rescheduled observation no later than one (1) day prior to the end of the week in which the observation should have taken place, so as to accommodate lesson planning. A pre-observation conference shall be held to review the ancillary staff employee’s IDP and those areas which might be observed. All monitoring or observation of the work of the teacher shall be conducted openly and with the knowledge of the ancillary staff employee. The parties agree that during an observation every effort will be made to maintain the normal teaching-learning process. An observation shall include assessment of the ancillary staff employee’s skill and ability in the observed domains of the “Framework for Professional Practice”. A post-observation conference shall be held within five (5) work days of the observation unless the ancillary staff employee agrees in writing to extend the time to conduct the conference, not to exceed thirty (30) days. In the event the meeting does not occur as a result of administrator unavailability within thirty-five (35) days of the observation, negative comments or concerns shall be excluded from the observation. The ancillary staff employee teacher shall bring a completed Post-Observation Reflection Form to this conference, and the administrator shall bring the completed Classroom Observation Form. The ancillary staff employee teacher and the administrator shall each retain copies of both forms. As a result of this post-observation conference, identified areas of concern, together with suggested ways in which the ancillary staff employee is to improve, and identification of assistance to be given, may be addressed in the teacher’s IDP.
Termination of Information and Observer Rights The covenants set forth in Subsection 3.1, Subsection 3.2 and Subsection 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.