Common use of Board Representative Clause in Contracts

Board Representative. (a) So long as Medtronic (together with its Affiliates) owns at least an aggregate of 10% of the issued and outstanding shares of Vista Common Stock (assuming conversion of all Vista Preferred Stock) (appropriately adjusted in the event of stock splits, reverse stock splits, or dividends paid in the form of Vista stock), Vista shall permit Medtronic to designate one representative reasonably acceptable to Vista as an observer to the Board of Directors or, anytime after December 31, 1997 if Medtronic so elects in its discretion, as a member of the Board of Directors. If Medtronic's representative has a change in employment responsibilities or ceases to be employed by Medtronic, Medtronic shall be entitled to designate a replacement for its representative. Medtronic's representative shall receive all notices, documents, and other information in the same time and manner as such information is supplied to members of the Board of Directors. Vista shall make reasonable efforts to permit Medtronic's representative to participate in or observe Board of Directors meetings by telephone if such representative is unable to attend in person. Vista agrees to pay the reasonable expenses incurred by Medtronic's representative in connection with attending Board of Directors meetings as a member of (but not as an observer to) the Board of Directors if and to the extent that Vista pays any expenses of any other member of the Board of Directors. (b) So long as Medtronic has the right to have a representative to the Board of Directors pursuant to (a) above and does not elect to have such representative become a member of the Board of Directors, Medtronic shall receive from Vista notices of all meetings of the Board of Directors, including without limitation telephonic meetings, and Medtronic shall receive, with such limitations provided herein, any materials distributed for such meeting, and may send one representative to such meetings. (c) Notwithstanding the foregoing subsection (a) and (b), Vista may require as a condition precedent that such Medtronic's representative proposing to attend any meeting of the Board of Directors shall agree to hold in confidence and trust, and to act in a fiduciary manner if such individual is a Board member with respect to all information so received during such meetings and may require that such representative sign a confidentiality agreement with Vista and; provided, further, that Vista reserves the right not to provide information and to exclude such representative from any meeting or portion thereof if attendance at such meeting by such representative or dissemination of any information at such meeting to such representative would, in the good faith judgment of the Board of Directors, would compromise or adversely affect the attorney-client privilege between Vista and its counsel, or would, in the good faith judgment of the Board of Directors, result in a conflict of interest situation. In no event shall any provision of this Section waive any obligation of confidentiality to Vista owed by any such representative or Medtronic. (d) Unless Medtronic elects to have its designee to act as a non-voting observer to the Board of Directors, from and after December 31, 1997, the Board of Directors agrees to nominate Medtronic's designee for election to the Board of Directors and Vista agrees to use its best efforts to cause Medtronic's designee to be so elected. (e) Medtronic's rights pursuant to this Section 2.2 shall terminate upon the earlier of (i) the closing of a public offering of Vista securities registered on Form S-1 or SB-2 (or comparable forms) which results in net proceeds to Vista of more than $15 million or (ii) if Vista has complied with Medtronic's "First Offer Purchase Rights" pursuant to Section 2.1 with respect to a Proposed Transaction and such Proposed Transaction has resulted in a Change of Control of Vista.

Board Representative. (a) So long as Medtronic (together with its Affiliates) owns at least an aggregate of 10% *** of the issued and outstanding shares of Vista Common Stock (assuming conversion of all Vista Preferred Stock) (appropriately adjusted in the event of stock splits, reverse stock splits, or dividends paid in the form of Vista stock), Vista shall permit Medtronic to designate one representative reasonably acceptable to Vista as an observer to the Board of Directors or, anytime after December 31, 1997 if Medtronic so elects in its discretion, as a member of the Board of Directors. If Medtronic's representative has a change in employment responsibilities or ceases to be employed by Medtronic, Medtronic shall be entitled to designate a replacement for its representative. Medtronic's representative shall receive all notices, documents, and other information in the same time and manner as such information is supplied to members of the Board of Directors. Vista shall make reasonable efforts to permit Medtronic's representative to participate in or observe Board of Directors meetings by telephone if such representative is unable to attend in person. Vista agrees to pay the reasonable expenses incurred by Medtronic's representative in connection with attending Board of Directors meetings as a member of (but not as an observer to) the Board of Directors if and to the extent that Vista pays any expenses of any other member of the Board of Directors. (b) So long as Medtronic has the right to have a representative to the Board of Directors pursuant to (a) above and does not elect to have such representative become a member of the Board of Directors, Medtronic shall receive from Vista notices of all meetings of the Board of Directors, including without limitation telephonic meetings, and Medtronic shall receive, with such limitations provided herein, any materials distributed for such meeting, and may send one representative to such meetings. (c) Notwithstanding the foregoing subsection (a) and (b), Vista may require as a condition precedent that such Medtronic's representative proposing to attend any meeting of the Board of Directors shall agree to hold in confidence and trust, and to act in a fiduciary manner if such individual is a Board member with respect to all information so received during such meetings and may require that such representative sign a confidentiality agreement with Vista and; provided, further, that Vista reserves the right not to provide information and to exclude such representative from any meeting or portion thereof if attendance at such meeting by such representative or dissemination of * * * Confidential Treatment Requested any information at such meeting to such representative would, in the good faith judgment of the Board of Directors, would compromise or adversely affect the attorney-client privilege between Vista and its counsel, or would, in the good faith judgment of the Board of Directors, result in a conflict of interest situation. In no event shall any provision of this Section waive any obligation of confidentiality to Vista owed by any such representative or Medtronic. (d) Unless Medtronic elects to have its designee to act as a non-voting observer to the Board of Directors, from and after December 31, 1997, the Board of Directors agrees to nominate Medtronic's designee for election to the Board of Directors and Vista agrees to use its best efforts to cause Medtronic's designee to be so elected. (e) Medtronic's rights pursuant to this Section 2.2 shall terminate upon the earlier of (i) the closing of a public offering of Vista securities registered on Form S-1 or SB-2 (or comparable forms) which results in net proceeds to Vista of more than $15 million *** * * * or (ii) if Vista has complied with Medtronic's "First Offer Purchase Rights" pursuant to Section 2.1 with respect to a Proposed Transaction and such Proposed Transaction has resulted in a Change of Control of Vista.