Board Observers definition
Examples of Board Observers in a sentence
For purposes of Section 4.07 (Rights to Appoint Board Observers) of each SPV LLC Agreement, for so long as both the FRBNY and the UST own or hold any AIA/ALICO Preferred Units or AIA/ALICO Preferred Interests, the total number of Observers that the Consent Holder may appoint to the Board of Managers (as such terms are defined in the relevant SPV LLC Agreement) of each SPV shall be increased from two to four, and each of the FRBNY and the UST shall be entitled to appoint two individuals as “Observers”.
All meetings of the Board (and any Committees) pertaining to the self-regulatory function of the Company (including disciplinary matters) shall be closed to all Persons other than Directors, Board Observers, Officers, staff, counsel or other advisors whose participation is necessary or appropriate to the proper discharge of such regulatory functions and any representatives of the SEC.
Board Observers shall not have the right to vote on any matter and the attendance of the Board Observers shall not be required for purposes of taking any action at any meeting of the Board or for determining the existence of a quorum.
The designees of the Observing Investor Holdco Members which have the right to appoint Board Observers as of the Effective Date shall be appointed when the Board is initially constituted.
The Board shall maintain a schedule of all Directors and Board Observers with their respective notice addresses (the “Directors and Observers Schedule”), and shall update the Directors and Observers Schedule upon the removal or replacement of any Director or Board Observer in accordance with this Section 7.3 and Section 7.6, as applicable.