Observer Rights Sample Clauses
The Observer Rights clause grants designated individuals the ability to attend and observe meetings of a company's board of directors or other governing bodies without having voting power. Typically, this clause outlines who may serve as an observer, the scope of their access to information, and any confidentiality obligations they must uphold. Its core function is to provide certain stakeholders, such as investors or minority shareholders, with transparency and insight into the company's decision-making processes, thereby fostering trust and informed oversight without altering governance control.
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Observer Rights. (a) As long as the ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Foundation (“Foundation”) owns not less than 412,000 shares of Series C-1 Stock (or an equivalent amount of Class A Common Stock issued or issuable upon conversion thereof and, in any event, subject to appropriate adjustment for stock splits, stock dividends, combinations or the like), the Company and its majority-owned subsidiaries shall invite a representative of Foundation to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall provide copies of all minutes and consents of such Board of Directors to such representative; provided, however, that such representative shall agree to hold such information in confidence and trust; and, provided further, that the 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 the Company and its counsel or would result in disclosure of trade secrets or a conflict of interest.
(b) As long as Canaan VIII L.P. (“Canaan”) owns not less than 250,000 shares of Series C Stock (or an equivalent amount of Class A Common Stock issued or issuable upon conversion thereof and, in any event, subject to appropriate adjustment for stock splits, stock dividends, combinations or the like), the Company and its majority-owned subsidiaries shall invite a representative of Canaan to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall provide copies of all minutes and consents of such Board of Directors to such representative; provided, however, that such representative shall agree to hold such information in confidence and trust; and, provided further, that the 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 the Company and its counsel or would result in disclosure of trade secrets.
(c) As long as New Enterprise Associates 12, Limited Partnership, together with its affiliates, (“NEA”) owns not less than 250,000 shares of Series B Stock (or an equivalent amount of Class A Common Stock issued or issuable upon conversion thereof and, in any event, subject to appropriate adjustment for stock splits, stock dividend...
Observer Rights. (a) HCV VII shall have the right to appoint an observer to the Board (the “HCV Observer”) as long as HCV VII, together with members of the HCV Group, holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by HCV VII and members of the HCV Group pursuant to the Purchase Agreement. The HCV Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the HCV Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereof.
(b) Saints Capital IV, L.P. (“Saints”) shall have the right to appoint an observer to the Board (the “Saints Observer”) as long as Saints, together with other members of the Saints/Oxford Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Saints and the other member of the Saints/Oxford Group pursuant to the Purchase Agreement. The Saints Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Saints Observer all materials provided to the members of the Board and notice of s...
Observer Rights. As long as the DLB Investor or any of its Affiliates owns not less than twenty-five percent (25%) of the Series B Preferred Shares it purchased under the Series B Share Purchase Agreement (or an equivalent amount of Common Shares issued upon conversion thereof), the Company shall invite a representative of the DLB Investor to attend all regular meetings of the Company’s board of advisors (the “Advisory Board”) in an observer capacity and, in this respect, shall give such representatives copies of all materials that it provides to its advisors on such Advisory Board; and as long as the Broadline Investor or any of its Affiliates owns not less than twenty-five percent (25%) of the Series B Preferred Shares Broadline Investor purchased under the Series B Share Purchase Agreement (or an equivalent amount of Common Shares issued upon conversion thereof), the Company shall invite a representative of the Broadline Investor to attend all regular meetings of the Company’s Advisory Board in an observer capacity and, in this respect, shall give such representatives copies of all materials that it provides to its advisors on such Advisory Board; provided, however, that, in each case such representatives 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, in each case, the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if the DLB Investor, the Broadline Investor or their representatives are competitors of the Company.
Observer Rights. As long as any Major Investor together with its affiliates owns not less than fifty percent (50%) of the shares of the Preferred Stock it originally purchased or is purchasing under the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof, the Company shall invite a representative of each such Major Investor to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors (collectively, “Company Board Materials”); provided, however, that such representatives shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all Company Board Materials so provided; and, provided further, that the 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 the Company and its counsel or would result in disclosure of trade secrets or a conflict of interest, or if such Major Investor or its representative is a direct competitor of the Company.
Observer Rights. (a) As long as Longitude Venture Partners IV, L.P. (together with its Affiliates, “Longitude”) owns shares of the Preferred Stock, the Company shall invite a representative of Longitude (the “Longitude Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the Longitude Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that Longitude Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the Longitude Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the Longitude Observer.
(b) As long as Red Tree Venture Fund, L.P. (together with its Affiliates, “Red Tree”) owns shares of the Preferred Stock, the Company shall invite a representative of Red Tree (the “Red Tree Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the Red Tree Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that Red Tree Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the Red Tree Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the Red Tree Observer or if Red Tree or its representative is or is affiliated with a direct competitor of the Company.
(c) As long as RA Capital Healthcare Fund, L.P. and/or RA Capital Nexus Fund II, L.P. (together with their Affiliates, “RA Capital”) owns shares of the Preferred Stock, the Company shall invite a representative of RA Capital (the “RA Capital Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the RA Capital Observe...
Observer Rights. In the case of a Qualified Investor, for so long as such Qualified Investor retains a number of shares of Common Stock equal to at least a majority of the shares of Common Stock owned by such Person immediately following the date hereof (subject to equitable adjustments for stock splits, stock combinations and similar events), such Person will have right to send one Representative on its behalf (the "Observer") to attend all meetings of the Board of Directors, including all committees thereof (other than meetings at which confidential matters related to the Qualified Investor or its Observer are discussed and other than confidential audit and compensation committee meetings), solely in a non-voting observer capacity. The Company will furnish to the Observer copies of all notices, minutes, consents and other materials that it generally makes available to its directors. The Observer may participate in discussions of matters under consideration by the Board of Directors and any matters brought before any committee thereof but will not be entitled to vote on any matter presented to the Board of Directors. Any Qualified Investor will have the right to remove and replace its Observer in its sole discretion and to designate a substitute representative if its Observer is unable or unwilling to attend any of the Board's meetings, including any committees thereof. In no event shall there be at any time more than three Observers (in addition to any Observer under Section 6.3(b) without the approval of a majority of the directors not designated by Heartland Industrial Partners, L.P. Notwithstanding the foregoing, if the Company is advised by counsel that the rules of the Securities and Exchange Commission or other applicable securities laws require that the Observer and/or the Qualified Investor appointing the same be subject to a confidentiality agreement, then such Observer and/or the Qualified Investor shall enter into such reasonable form of confidentiality agreement that the Company shall request.
Observer Rights. (a) As long as Aisling Capital IV, LP (“Aisling”) is a Major Investor, the Company shall invite a representative of Aisling to attend all meetings of the Board in a nonvoting observer capacity and, in this respect, 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 the 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 the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company.
(b) As long as Vertex Global HC Fund II Pte. Ltd. (“Vertex”) is a Major Investor, the Company shall invite a representative of Vertex to attend all meetings of the Board in a nonvoting observer capacity and, in this respect, 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 the 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 the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company.
(c) As long as BVF Partners L.P. (“BVF”) is a Major Investor, the Company shall invite a representative of BVF to attend all meetings of the Board in a nonvoting observer capacity and, in this respect, 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 represe...
Observer Rights. (a) Each of 5AM Ventures V, L.P. (“5AM”), New Enterprise Associates 16, L.P. (“NEA”), Sofinnova Venture Partners X, L.P. (“Sofinnova”), Partners Innovation Fund, LLC and Partners Innovation Fund II, L.P. (“Partners”), Novartis Bioventures Ltd. (“Novartis”) and RA Capital Healthcare Fund, L.P. (“RA Capital”) shall be entitled to designate one representative each to attend all meetings of the Company’s Board of Directors in a nonvoting observer capacity, in each case for so long as each such Investor or group of affiliated Investors qualify as Major Investors hereunder. The representatives appointed as board observers shall initially be Jamil Beg for 5AM, ▇▇▇▇▇ ▇▇▇▇▇▇ for NEA, ▇▇▇ ▇▇▇▇▇▇▇ for Partners, ▇▇▇▇▇ ▇▇▇▇▇▇ for Sofinnova, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ for Novartis, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ for RA Capital.
(b) As long as Pivotal owns not less than 3,160,889 shares of Series B Preferred Stock, Pivotal shall be entitled to invite one representative to attend all meetings of the Company’s Board of Directors in a nonvoting observer capacity, who shall initially be ▇▇▇ ▇▇▇▇▇▇▇.
(c) The Company shall give such representatives designated in accordance with clauses (a) and (b) above 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 representatives 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 the Company reserves the right to withhold any information and to exclude any 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 the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if any such representative (or the Major Investor designating him or her) is a Competitor.
Observer Rights. As long as ▇▇▇▇▇▇▇▇▇ owns not less than twenty percent (20%) of the shares of Series B Preferred Stock it is purchasing under the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of ▇▇▇▇▇▇▇▇▇ to attend all meetings of the Board in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its 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 the 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 the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company.
Observer Rights. (a) As long as the ▇. ▇▇▇▇ Price Investors collectively hold at least 2,500,000 shares of Preferred Stock of the Company, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalization and the like, the Company shall invite a representative of ▇. ▇▇▇▇ Price to attend all meetings of its Board of Directors in a nonvoting observer capacity, and in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that all information so provided shall be subject to Section 3.5 below and the ▇. ▇▇▇▇ Price Investors shall be responsible for any breaches of Section 3.5 by such representative with respect to such information; and provided further, that the 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 the Company and its counsel or result in disclosure of trade secrets or a conflict of interest.
(b) As long as the Fidelity Investors collectively hold at least 2,500,000 shares of Preferred Stock of the Company, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalization and the like, the Company shall invite a representative of the Fidelity Investors to attend all meetings of its Board of Directors in a nonvoting observer capacity, and in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that all information so provided shall be subject to Section 3.5 below and the Fidelity Investors shall be responsible for any breaches of Section 3.5 by such representative with respect to such information; and provided further, that the 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 the Company and its counsel or result in disclosure of trade secrets or a conflict of interest.
(c) As long as Maveron Equity Partners V, L.P. (“Maveron”) holds at least 10,000,000 shares of Preferred Stock of the Company, which number is subject to appropriate adjustment for all stock splits, dividend...