Observation Rights. The Issuer covenants and agrees, if requested in writing by the Collateral Manager and to the extent practicable under the circumstances, to notify the Collateral Manager of each meeting of the Board of Directors of the Issuer following the receipt of such request by the Issuer and to use commercially reasonable efforts to provide any materials distributed to the Board of Directors in connection with any such meeting and to afford a representative of the Collateral Manager the opportunity to be present at each such meeting, in person or by telephone at the option of the Collateral Manager.
Observation Rights. The Holder of this Warrant shall receive notice of and be entitled to attend or may send a representative to attend all meetings of the Company's Board of Directors in a non-voting observation capacity and shall receive a copy of all correspondence and information delivered to the Company's Board of Directors, from the date hereof until such time as the indebtedness evidenced by the Note has been paid in full.
Observation Rights. The Holder of this Warrant shall (a) receive ------------------ notice of and be entitled to attend or may send a representative to attend all meetings of the Company's Board of Directors in a non-voting observation capacity and (b) receive copies of all correspondence, notices, packages and documents and other information provided to members of the Company's Board of Directors (including actions taken or to be taken by the Board of Directors on written consent) from the date hereof until such time as the indebtedness evidenced by the Note has been paid in full. Holder acknowledges that the relationship between it and the Company places Holder in a position to learn confidential information, both written and oral, about the Company's business operations, financial condition, assets and affairs. For purposes of this agreement, all such information to be provided, together with any other information regarding the Company that has already been provided to Holder or its representative and employees, is hereinafter collectively referred to as the "Sensitive Material." Holder acknowledges that it is aware, and that it will advise its officers, directors, employees, advisors and other representatives that federal and state securities laws prohibit any person who has received from an issuer material, non-public information about the issuer and matters which are the subject of this Agreement from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. Neither the Company nor its affiliates nor their representatives, agents, employees or other related persons will have any liability to Holder, its employees, agents or representatives or any third parties resulting from the use of the Sensitive Material by Holder which Holder acknowledges to be the Company's property, to itself and agrees not to use, reveal, transfer, copy or disclose such Sensitive Material, directly or indirectly, to any other person for any purpose without the prior written consent of Company. Holder agrees to execute any additional confidentiality agreement reasonably required by the Company in connection with any Sensitive Material.
Observation Rights. The Companies shall invite (by written notice given to Purchaser) two (2) representatives of Purchaser to attend in a non-voting observer capacity all meetings of the Board of Directors of the Companies and committees thereof including all executive sessions of the Boards and committees, and all meetings of the stockholders of the Companies, provided, however, that no such representatives shall attend meetings of independent directors of the Companies only, so long as exclusion from such meetings is required by the Sxxxxxxx-Xxxxx Act of 2002 as evidenced by a legal opinion delivered by outside legal counsel chosen by the Parent and reasonably agreed to by the Purchaser (with the cost of such legal opinion being borne by the Parent), or portions of the meetings of the Board of Directors of the Parent where the Parent discusses refinancing options and other matters in each case related to Purchaser. Notice of such meetings shall be given to Purchaser in the same manner and at the same time as to the directors, committee members and/or stockholders of the Companies, as the case may be (which in any event shall not be less then forty-eight (48) hours prior to such meeting unless otherwise agreed to by Purchaser in writing). Purchaser shall be provided with copies of all information (including a meeting agenda, if one is prepared) that is provided to such directors, committee members and/or stockholders (whether prior to, at, or subsequent to any such meetings), at the same time as such materials are provided to such directors, committee members and/or stockholders, and (c) copies of the minutes of all meetings of such directors, committee members and/or stockholders (other than meetings of the Board of Directors of the Companies and/or Parent or portions thereof which the Purchaser’s representatives are prohibited from attending pursuant to the first sentence of this Section 2.1), concurrently with the distribution of such minutes to such directors, committee members and/or stockholders, but in no event later than forty-five (45) days after each such meeting. Each of the Companies shall ensure that no board, committee or other governing body of it meets in any informal capacity without a representative of Purchaser in observance. Purchaser’s rights under this Section 2.1 shall be effective until the later of (i) the payment by the Parent of all of its outstanding obligations under the Notes and (ii) the rights under this Section 2.1 are no longer necessary to ...
Observation Rights. The parties hereto acknowledge and affirm that the Buyers shall have Observation Rights (as defined in the Initial Securities Purchase Agreement) as set forth in Section 5.6 of the Initial Securities Purchase Agreement.
Observation Rights. 4.1 Without limiting any of the rights of the Investor in Article 3 hereinabove, if, at any time, less than three (3) Investor Representatives are serving on the Board for any reason, the Investor shall receive notice of and be entitled to have one (1) representative and one (1) advisor to such representative (or, at the Investor's election, two (2) representatives) attend as observers all meetings of the Board (except those portions thereof where confidential and non-public information will be disclosed or discussed) and of all committees thereof and at all meetings of the shareholders of the Corporation. Notice of such meetings shall be given to the Investor in the same manner and at the same time as to the members of the Board or such committees (which in any event shall not be less than forty-eight (48) hours prior to such meeting unless otherwise agreed to by the Investor in advance and in writing) and at the same time as to the shareholders of the Corporation, as the case may be. The Investor shall be provided with copies of (i) a meeting agenda, if any is prepared, (ii) all information that is provided to the members of the Board or such committees or to the shareholders of the Corporation (whether prior to, at, or subsequent to any such meetings), as the case may be, at the same time as such materials are provided to the members of the Board or such committee or to the shareholders of the Corporation, as the case may be, and (iii) copies of the minutes of all meetings of the Board and such committees and of all meetings of shareholders concurrently with the distribution of such minutes to one or more members of the Board or such committees or shareholders, as the case may be, but in no event later than forty-five (45) days after each such meeting.
Observation Rights. Without limiting any of the rights of LLCP in this Section 1, and whether or not any LLCP Representative is then serving on the Board, the Company shall invite two (2) representatives of LLCP or one (1) representative of LLCP plus one (1) advisor to attend in a non-voting observer capacity all meetings of the Board and the committees thereof and at all meetings of the shareholders of the Company. Notice of such meetings shall be given to LLCP in the same manner and at the same time as to the members of the Board or such committees or such shareholders, as the case may be (which in any event shall not be less then forty-eight (48) hours prior to such meeting unless otherwise agreed to by LLCP in advance and in writing). LLCP shall be provided with copies of (a) a meeting agenda, if any is prepared, (b) all information that is provided to the members of the Board or such committees or such shareholders (whether prior to, at, or subsequent to any such meetings), as the case may be, at the same time as such materials are provided to the members of the Board or such committee or such shareholders, as the case may be, and (c) copies of the minutes of all meetings of the Board and such committees or such shareholders concurrently with the distribution of such minutes to one or more members of the Board or such committees or such shareholders, as the case may be, but in no event later than forty-five (45) days after each such meeting.
Observation Rights. (a) Following the Closing and for such time as GM and DIRECTV (i) continue to hold, in the aggregate, in excess of 5% of the Common Stock Deemed Outstanding, or (ii) each retains the full amount of its original investment in the Company (whether or not converted into shares of Series A Convertible Preferred Stock or Class A Common Stock), GM or DIRECTV shall be allowed one observer at Board of Directors meetings to represent whichever company does not designate a member of the Board of Directors at that time.
Observation Rights. The Holder shall be entitled to appoint one Person (the “Holder Appointee”) to attend, as a non-voting observer, each meeting of the Board of Directors, or any committee thereof, whether such meeting is conducted in person or by telephone. The Holder Appointee shall be entitled to receive, with respect to each meeting of the Board of Directors or any committee thereof: (a)(i) written notice of each regular meeting at least ten (10) days in advance thereof and (ii) written notice of each special meeting at least two (2) Business Days in advance of such meeting, but, in any case involving any such regular or special meeting, such notice shall be delivered no later than the date on which the members of the Board of Directors or the committee, as applicable, are notified of such meeting, and (b) any and all information provided in connection with each such meeting to all other potential attendees of such meeting, in each case at the time and in the same manner as provided to such other attendees. Additionally, the Holder Appointee shall receive copies of all other notices, minutes, consents and other material items that the Company provides to its directors at the same time and in the same manner as provided to such directors. The Holder Appointee shall receive reimbursement from the Company for any and all reasonable out-of-pocket expenses incurred in connection with attending any and all meetings of the Board of Directors or any committee thereof. The Holder shall be entitled to fill any vacancy caused by the resignation, death or removal of a prior Holder Appointee. As of the date hereof, the Holder has elected not to appoint a Holder Appointee.
Observation Rights. The Holder of this Warrant shall (a) receive notice of and be entitled to attend or may send a representative to attend all meetings of the Company's Board of Directors in a non-voting observation capacity, (b) receive copies of all notices, packages and documents provided to members of the Company's Board of Directors for each board of directors meeting, and (c) receive copies of all actions taken by written consent by the Company's Board of Directors, from the date hereof until such time as the indebtedness evidenced by the Note has been paid in full; provided, however, that if the Company fails to comply with the notice provisions of this Section, such failure by the Company shall not be a breach hereunder and shall not effect any action taken by the Company's Board of Directors if such action had no adverse or disproportionate effect on Holder.
