Common use of Board Observer Clause in Contracts

Board Observer. Hospital shall be entitled to have one representative of Hospital (the “Hospital Observer”) attend all regularly held and special meetings of the Board of Directors of Company (the “Board”) in a nonvoting observer capacity and to receive notice of all meetings of the Board, and Company shall give such Hospital Observer copies of all notices, minutes, consents and other material that it provides to its directors at or about the same time as delivered to such directors; provided, however, that: (a) Company reserves the right to exclude the Hospital Observer from any meeting or portion thereof of the Board or from access to any material or portion thereof if Company reasonably believes that such exclusion or withholding of information with respect thereto is reasonably necessary (i) to preserve attorney-client privilege, (ii) in the event the Board intends to discuss or vote upon any circumstances or matters where there is a material actual or material potential conflict of interest between Company and Hospital, including without limitation any discussion of the Parties’ rights and obligations under this Agreement, or (iii) to comply with the terms and conditions of confidentiality agreements with third parties; (b) the Hospital Observer shall be an Executive Director, Director, or Sr. Business Strategy & Licensing Manager from Hospital’s Office of Research Ventures & Licensing; the identity of the Hospital Observer shall be subject to the approval of Company’s Board, which approval shall not to be unreasonably withheld or delayed; and (c) the Hospital, on behalf of Hospital Observer, shall enter into a confidentiality agreement with Company in form and substance reasonably satisfactory to Company requiring the Hospital and Hospital Observer to maintain the confidentiality of Company information disclosed to the Hospital Observer. Hospital’s right under this Section 12.9 shall expire upon the earlier of (A) the closing of the initial public offering of Company’s capital stock, (B) a Change of Control or (C) if the investors in a Series B preferred stock sale (or a subsequent round ) by the Company object to the continuation of the Hospital Observer, the initial closing of such Series B preferred stock sale, provided the Parties shall agree on alternative arrangements to keep Hospital informed of the activities of the Company above the current reporting requirements.

Board Observer. Hospital (a) The Company shall be entitled to have allow one representative of Hospital (the “Hospital Observer”) designated by NGP to attend all regularly held and special meetings of the Board of Directors of Company in a nonvoting capacity (the “BoardObserver Rights”) in a nonvoting observer capacity and to receive notice of all meetings of the Board), and in connection therewith, the Company shall give such Hospital Observer representatives copies of all notices, minutes, consents and other material that it materials, financial or otherwise, which the Company provides to its directors at or about the same time as delivered to such directorsBoard; provided, however, that: (a) that such representative shall sign a confidentiality agreement in a form that is agreeable to both Angeleno and the Company; and provided further that the Company reserves the right to exclude the Hospital Observer from any meeting or portion thereof of the Board or such representative from access to any material or meeting or portion thereof if the Company reasonably believes upon advice of counsel that such exclusion or withholding of information with respect thereto is reasonably necessary (i) to preserve the attorney-client privilege. Notwithstanding anything to the contrary contained herein, (iiif at any time an individual nominated by Angeleno pursuant to Section 5.3(b)(iii) in the event the Board intends to discuss or vote upon any circumstances or matters where there is a material actual or material potential conflict of interest between Company and Hospital, including without limitation any discussion of the Parties’ rights and obligations ROFR Agreement is not a director of the Company, then at such time the Company shall allow one representative designated by Angeleno to have the same Observer Rights as provided to NGP under this Agreement, or (iii) subject to comply with fulfillment by such representative of the terms and same conditions of confidentiality agreements with third parties; imposed upon the representative designated by NGP under this Agreement. (b) the Hospital Observer GE shall be an Executive Director, Director, entitled to receive copies of all materials provided at regular or Sr. Business Strategy & Licensing Manager from Hospital’s Office of Research Ventures & Licensing; the identity special meetings of the Hospital Observer Board as and when such materials are provided to members of the Board, which such information may be redacted by the Company, in its reasonable discretion, in the same manner described in Section 3.1(e) above (the “GE Board Materials”). The Board shall invite up to three (3) representatives designated by GE to meet with management of the Company on each date the Board holds a meeting (such meetings to take place no less often than on a quarterly basis). On each such date, the Company shall cause management to be available to meet with GE for a period of time reasonably sufficient to discuss the GE Board Materials and any other business of the Company that the Company determines, in its reasonable discretion, does not relate to any competitive aspect of the wind energy industry (including, without limitation, any specific subsidiary, facility or portion thereof, customer or prospective customer that relates to the wind energy industry). In addition, the Board may invite one representative designated by GE to attend any meetings of the Board (and, if applicable, portions thereof) during which no matters relating to any competitive aspect of the wind energy industry (including, without limitation, any specific subsidiary, facility or portion thereof, customer or prospective customer that relates to the wind energy industry) will be discussed, in a nonvoting capacity; provided, however, that any information disclosed during such meetings (or, if applicable, portions thereof) shall be subject to the approval of Company’s Board, which approval shall not to be unreasonably withheld or delayedGE Confidentiality Agreement; and provided, further, that the Company reserves the right to exclude such representative from access to any material or meeting or portion thereof (cA) if the HospitalCompany believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege or (B) that relates to any competitive aspect of the wind energy industry (including, on behalf of Hospital Observerwithout limitation, shall enter into any specific subsidiary, facility or portion thereof, customer or prospective customer that relates to the wind energy industry). Subject to signing a confidentiality agreement with Company in a form that is reasonably agreeable to both the Holders of Series B Preferred and substance reasonably satisfactory to Company requiring the Hospital Company, each Holder of Series B Preferred holding not less than one hundred (100) shares of Series B Preferred and Hospital Observer to maintain each Holder of Series B-1 Preferred holding not less than one hundred (100) shares of Series B-1 Preferred (in each case, as adjusted for stock dividends, combinations, splits, recapitalizations and the confidentiality of Company information disclosed like), in addition to the Hospital Observer. Hospital’s right under this Section 12.9 GE designee described above, shall expire upon be entitled to receive the earlier GE Board Materials and to participate in any such meetings with members of (A) the closing management of the initial public offering of Company’s capital stock, (B) a Change of Control or (C) if the investors in a Series B preferred stock sale (or a subsequent round ) by the Company object to the continuation of the Hospital Observer, the initial closing of such Series B preferred stock sale, provided the Parties shall agree on alternative arrangements to keep Hospital informed of the activities of the Company above the current reporting requirements.

Board Observer. Hospital shall be entitled to have one representative of Hospital (the “Hospital Observer”) attend all regularly held and special meetings of the Board of Directors of Company (the “Board”) in a nonvoting observer capacity and to receive notice of all meetings of the Board, and Company shall give such Hospital Observer copies of all notices, minutes, consents and other material that it provides to its directors at or about the same time as delivered to such directors; provided, however, that: (a) Company reserves the right to exclude the Hospital Observer from any meeting or portion thereof of the Board or from access to any material or portion thereof if Company reasonably believes that such exclusion or withholding of information with respect thereto is reasonably necessary (i) to preserve attorney-client privilege, (ii) in the event the Board intends to discuss or vote upon any circumstances or matters where there is a material actual or material potential conflict of interest between Company and Hospital, including without limitation any discussion of the Parties’ rights and obligations under this Agreement, or (iii) to comply with the terms and conditions of confidentiality agreements with third parties; (b) the Hospital Observer shall be an Executive Director, Director, or Sr. Business Strategy & Licensing Manager from Hospital’s Office of Research Ventures & LicensingInnovation Office; the identity of the Hospital Observer shall be subject to the approval of Company’s Board, which approval shall not to be unreasonably withheld or delayed; and (c) the Hospital, on behalf of Hospital Observer, shall enter into a confidentiality agreement with Company in form and substance reasonably satisfactory to Company requiring the Hospital and Hospital Observer to maintain the confidentiality of Company information disclosed to the Hospital Observer. Hospital’s right under this Section 12.9 shall expire upon the earlier of (A) the closing of the initial public offering of Company’s capital stock, (B) a Change of Control or (C) if the investors in a Series B preferred stock sale (or a subsequent round ) by the Company object to the continuation of the Hospital Observer, the initial closing of such Series B preferred stock sale, provided the Parties shall agree on alternative arrangements to keep Hospital informed of the activities of the Company above the current reporting requirements.

Board Observer. Hospital Following the Closing, and no later than 10 Business Days following the entry into a commercial agreement pursuant to the terms of Section 5.5 hereof, the Company shall use its reasonable best efforts to (1) identify, together with the Purchaser, one authorized representative of the Purchaser who shall be acceptable to both the Company and the Purchaser, and (2) use its good faith efforts to seek the approval of the Board to designate such representative as an observer to the Board (the “Observer”), who shall be, subject to the exceptions set forth below, invited to attend all meetings of the Board and in connection therewith shall be entitled to have one representative of Hospital (the “Hospital Observer”) attend all regularly held and special meetings of the Board of Directors of Company (the “Board”) in a nonvoting observer capacity and to receive notice of all meetings of the Board, and Company shall give such Hospital Observer copies of all notices, minutes, consents consents, and other material materials that it the Company provides to its directors at or about on the same time terms and in the same manner as delivered provided to such directors; providedthe other members of the Board (the “Board Documents”). The Observer may participate in discussions of matters brought before the Board, however, that: (a) but shall in all other respects be a nonvoting observer. The Company reserves shall have the right at its sole discretion to exclude the Hospital Observer from any portion or all of any meeting of the Board, or withhold a portion thereof of the Board Documents, on a case-by-case basis, if required by law or from access to if the Board or any material or portion thereof if officer of the Company reasonably believes determines that such exclusion or withholding of information with respect thereto the Observer is reasonably necessary (i) to preserve the attorney-client privilegeprivilege between the Company and its counsel, (ii) in to prevent disclosure of trade secrets to the event the Board intends to discuss or vote upon any circumstances or matters where there is a material actual or material potential conflict of interest between Company and Hospital, including without limitation any discussion of the Parties’ rights and obligations under this AgreementObserver, or (iii) to comply with prevent disclosure of any other information to the terms and conditions of confidentiality agreements with third parties; (b) Observer, which information the Hospital Observer shall be an Executive Director, Director, Board or Sr. Business Strategy & Licensing Manager from Hospital’s Office of Research Ventures & Licensing; the identity any officer of the Hospital Observer shall be subject Company reasonably believes would result in disclosure the Company is not prepared to disclose to any third party at such time. The Company and the approval Purchaser agree that upon the appointment of Company’s Board, which approval shall not to be unreasonably withheld or delayed; and (c) the Hospital, on behalf of Hospital any such Observer, the Company and the Purchaser shall negotiate, and shall use good faith efforts to cause the Observer to enter into into, a confidentiality agreement with Company in form and substance any other agreements reasonably satisfactory to Company requiring the Hospital and Hospital Observer to maintain the confidentiality of Company information disclosed to the Hospital Observer. Hospital’s right under this Section 12.9 shall expire upon the earlier of (A) the closing of the initial public offering of Company’s capital stock, (B) a Change of Control or (C) if the investors in a Series B preferred stock sale (or a subsequent round ) deemed necessary by the Company object to approve the continuation appointment of the Hospital Observer. Upon the resignation of any Observer, the initial closing Company and the Purchaser shall use their good faith efforts to appoint a replacement representative as Observer in accordance with the procedures set forth above, in each case within 30 calendar days of any such Series B preferred stock sale, provided Observer resignation. Purchaser shall maintain the Parties shall agree on alternative arrangements right to keep Hospital informed designate one Observer pursuant to this Section 5.4 only so long as it continues to hold at least fifty percent (50%) of the activities shares of Common Stock purchased at the Closing and any Observer shall lose all rights set forth above upon the sale by Purchaser of fifty percent (50%) or more of the Company above shares of Common Stock purchased at the current reporting requirementsClosing.