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 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Partners II, L.P. together with its affiliates (collectively, “TMP”) holds at least fifty percent (50%) of the shares of Series A Preferred Stock purchased by TMP from the Company, the Company shall invite a representative of TMP to attend all meetings of the Board in a non-voting 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 that such representative shall agree to hold in confidence and trust all information so provided; and provided further that the Company reserves the right to exclude such representative from access to any of such materials or meetings or portions thereof if and to the extent that (i) in the good faith judgment of a majority of the directors of the Company after obtaining the advice of counsel such exclusion is reasonably necessary to preserve the attorney-client privilege, (ii) in the good faith judgment of a majority of the directors of the Company, such access would materially impair the due consideration by the Board of any matter, or (iii) any third party has, with respect to materials or information to be distributed to or considered by the Board, requested or required that such information not be shared beyond a group which does not include such representative. The Company shall reimburse such TMP representative for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board.
(b) With respect to any Holder of Series C Preferred Stock originally purchased from the Company (an “Original Series C Investor”) which continues to hold (together with its Affiliates) at least 2,000,000 shares of Series C Preferred Stock (as adjusted for stock splits, recapitalizations, etc.), other than TMP (which is addressed in Section 3.5(a) above) as well as any other Original Series C Investor for so long as such Original Series C Investor has the right (considered together with its Affiliates and whether pursuant to a contractual right, ownership of the requisite shares, or otherwise) to have its nominee elected to the Board, the Company shall invite a representative of such Original Series C Investor to attend all meetings of the Board in a non-voting capacity and, in this respect, shall give such representative copies of all notices, mi...
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. (a) As long as ARE owns all of the shares of the Series A Preferred Stock it purchased under the Series A Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), all of the shares of Series B Preferred Stock it purchased pursuant to the Purchase Agreement and all of the shares of capital stock it purchases in any future financings of the Company, the Company shall invite a representative of ARE to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(a) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate.
(b) For so long as Lundbeck owns of record at least fifty percent (50%) of the shares of capital stock issued to Lundbeck in accordance with Section 4.2 of the Exclusive License Agreement, the Company shall invite a designee of Lundbeck to attend all meetings of the Board of Directors or any committee thereof in a non-voting observer capacity and, in this respect, shall give such designee 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, it being understood that such representative may disclose the information so provided to Lundb...
Observer Rights. Each of the Index Holder, New Leaf Holder, Advent Holder, Aisling Holder, Sofinnova Holder and Amunix, so long it owns at least 1,000,000 shares of Preferred Stock (subject to appropriate adjustment for stock splits, stock dividends, combinations or the like) (or an equivalent amount of Common Stock issued upon conversion thereof), shall be entitled to have a representative attend all meetings of the Board in a nonvoting observer capacity and, in this respect, the Company 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 would result in disclosure of trade secrets to such representative or if such Investor or its representative is or is affiliated with a Competitor.
Observer Rights. As long as any shares of the Series A Preferred Stock, the Series A-1 Preferred Stock, or the Series B Preferred are outstanding, the holders of a majority of the Series A Preferred, the Series A-1 Preferred, and the Series B Preferred shall have the right, by a vote of a majority of the holders of such series of Preferred Stock, voting together as a single class on an as converted to Common Stock basis, to designate one (1) representative thereof who shall be invited by the Company to attend all meetings of the Board in a nonvoting observer capacity and, in this respect, shall be given copies of all notices, minutes, consents, and other materials that the Company provides to the Board, such materials to be made available to such representative at or about the time as such materials are provided to the Board; provided, however, that such representative shall agree to hold in confidence all information so provided (it being understood that such representative shall be entitled to provide such information to the holders of the outstanding shares of the Series A Preferred Stock, the Series A-1 Preferred Stock, and the Series B Preferred, subject to the confidentiality and the other restrictions set forth in this Agreement); provided, further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if the Board has determined that such representative is a Competitor and/or if the representative’s 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 a conflict of interest or disclosure of trade secrets; and provided, further, that the Company may instruct such representative to withhold (and such representative shall withhold) such information from any holder of shares of the Series A Preferred Stock, the Series A-1 Preferred Stock, and/or the Series B Preferred if the Board has determined that such holder is a Competitor.
Observer Rights. (a) As long as Point ▇▇▇▇▇▇ Venture Fund III, L.P., Point ▇▇▇▇▇▇ Venture Fund III (Q.P.), L.P. and their affiliates (together, “Point ▇▇▇▇▇▇”) own at least 50% of the shares of Series B-1 Preferred Stock originally acquired by Point ▇▇▇▇▇▇ pursuant to the Purchase Agreement or an equivalent amount of Common Stock issued upon conversion thereof (as appropriately adjusted for any stock split, dividend, combination or other recapitalization), the Company shall invite a representative of Point ▇▇▇▇▇▇ to attend all meetings of its 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 would result in disclosure of trade secrets to such representative or if such Investor or its representative is or is affiliated with a direct competitor of the Company.
(b) As long as Coyote Ridge Partners LLC and its affiliates (“Coyote Ridge”) owns at least owns at least 50% of the shares of Series B-1 Preferred Stock originally acquired by Coyote Ridge pursuant to the Purchase Agreement or an equivalent amount of Common Stock issued upon conversion thereof (as appropriately adjusted for any stock split, dividend, combination or other recapitalization), the Company shall invite a representative of Coyote Ridge to attend all meetings of its 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 i...
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. (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. (a) GTTI (and (i) EMEA, in the event EMEA commences regularly scheduled board meetings, and (ii) any of GTTI’s other Subsidiaries, to the extent any outside directors become members of such Board of Directors or similar governing body) shall allow a representative designated by Agent to attend in a non-voting observer capacity all meetings of the Board of Directors of GTTI (and EMEA and any of GTTI’s other Subsidiaries, if applicable) (each, a “Board Observer”); provided, however, that such party reserves the right to exclude the Board Observer from access to any material or meeting or portion thereof if such Note Party reasonably believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege between such Note Party and its counsel, or if such potion of a meeting is an executive session limited solely to members of the Board of Directors and its legal counsel. Subject to the foregoing, GTTI, or EMEA or any of GTTI’s other Subsidiaries, if applicable, shall (i) give each Purchaser notice of all such meetings, at the same time as furnished to its respective directors, (ii) provide to each Purchaser all notices, documents and information furnished to the directors of each entity, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors (including with respect to meetings of an executive session in which the Board Observer is or was not in attendance), (iii) notify each Purchaser and permit each such Board Observer to participate by telephone in, emergency meetings of each such Board of Directors, or (iv) provide each Purchaser copies of the minutes of all such meetings at the time such minutes are furnished to the members of the applicable Board of Directors (including with respect to meetings of an executive session in which the Board Observer was not in attendance). Borrower shall reimburse all reasonable out-of-pocket expenses incurred by the Board Observer in connection with attending any such meetings.
(b) Board Observer will agree in writing, to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to the Board Observer in connection with Board Observer’s rights except to the extent in the public domain at the time of such provision, subsequently released into the public domain (through no fault of Board Observer), or otherwise required by law and any other regulatory process t...
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.