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. 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) 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 ▇▇▇▇▇▇▇▇▇ 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. As long as GPP – Connecture, LLC and its Affiliates (“GPP”) owns not less than 5,000,000 shares of Series B Stock (or equivalent amount of Common Stock issued upon conversion thereof, in each case subject to appropriate adjustment for stock splits, combinations, recapitalizations or the like with respect to such shares), and does not have a representative then serving on the Board, the Company shall invite a representative of GPP to attend all meetings of its Board (and any committee thereof) in a nonvoting observer capacity. As long as SSM Venture Partners II, L.P. and its Affiliates (“SSM”) owns not less than 2,500,000 shares of Series A Stock (or equivalent amount of Common Stock issued upon conversion thereof, in each case subject to appropriate adjustment for stock splits, combinations, recapitalizations or the like with respect to such shares), and does not have a representative then serving on the Board, the Company shall invite a representative of SSM to attend all meetings of its Board (and any committee thereof) in a nonvoting observer capacity. As long as Live Oak Equity Partners, L.P. and its Affiliates (“Live Oak”) owns not less than 2,500,000 shares of Series A Stock (or equivalent amount of Common Stock issued upon conversion thereof, in each case subject to appropriate adjustment for stock splits, combinations, recapitalizations or the like with respect to such shares), and does not have a representative then serving on the Board, the Company shall invite a representative of Live Oak to attend all meetings of its Board (and any committee thereof) in a nonvoting observer capacity. The Company shall give such representatives 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 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. The Company shall reimburse the reasonable costs and expenses of each observer of GPP, SSM and Live Oak incurred in attending meetings of the Board (including any meeting of committees of the Board) and any other meetings or events attended on behalf of the Company at the Company’s request.
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) In lieu of appointing any EDH Holder Company Designee to the Board, the EDH Holder may appoint a representative of the EDH Holder chosen by the EDH Holder in its sole discretion (the “Board Observer”) to attend all meetings of the Board and all committees thereof (whether in person, telephonic or other) in a non-voting, observer capacity, and in this respect the Company shall provide to the Board Observer complete copies of all notices, minutes, consents and other materials that are sent to the members of the Board or any committee thereof, at the same time such notices, minutes, consents and other materials are provided to the Company’s directors; provided, however, that such Board Observer shall agree to hold in confidence and trust all information so provided; and provided further that the Company reserves the right to withhold any information and to exclude such Board Observer 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) In lieu of appointing any EDH Holder Subsidiary Designee to the governing body of any Subsidiary of the Company, the EDH Holder may appoint a representative of the EDH Holder chosen by the EDH Holder in its sole discretion (in each case, a “Subsidiary Observer”) to attend all meetings of the governing body of any Subsidiary of the Company and all committees thereof (whether in person, telephonic or other) in a non-voting, observer capacity, and in this respect such Subsidiary of the Company shall provide to the Subsidiary Observer complete copies of all notices, minutes, consents and other materials that are sent to the members of the governing body of such Subsidiary of the Company or any committee thereof, at the same time such notices, minutes, consents and other materials are provided to such to the members of such Subsidiary’s governing body; provided, however, that such Subsidiary Observer shall agree to hold in confidence and trust all information so provided; and provided further that the Company reserves the right to withhold any information and to exclude such Subsidiary Observer from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between such Subsidiary and its counsel or result in disclosure of trade secrets or a con...
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. If and for so long as (a) SC Prosper Holdings LLC (along with any Affiliate thereof, collectively, “Sequoia”) holds at least 100,000 shares of Preferred Stock (as adjusted for any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event with respect to such shares) or (b) Institutional Venture Partners XIV, L.P. (along with any Affiliate thereof, collectively, “IVP”) holds at least 100,000 shares of Preferred Stock (as adjusted for any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event with respect to such shares), then Sequoia (if the condition set forth in subsection (a) is satisfied) and IVP (if the condition set forth in subsection (b) is satisfied) shall each be permitted to select a representative (a “Representative”). The Company shall invite each such Representative to attend, in a nonvoting capacity, all meetings of its Board of Directors, including executive sessions and all committees of its Board of Directors, and, in this respect, shall give to each such Representative copies of all notices, minutes, consents and other material that it provides to its Board of Directors; provided, however, that the Company reserves the right to exclude any Representative from access to any material or meeting or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege or to protect trade secrets of the Company. Each Representative acknowledges that the information received by it pursuant to this Agreement may be confidential and for the Representative’s use only, and it shall not use such confidential information in violation of the Exchange Act or reproduce, disclose or disseminate such information to any other person (other than employees having a need to know the contents of such information, and its attorneys), except in connection with the exercise of rights under this Agreement, unless the Company has made such information available to the public generally or such Holder is required to disclose such information by a governmental authority. All notices provided to any Representative shall be sent to Sequoia’s or IVP’s address, as applicable, as provided to the Company.
Observer Rights. (a) If HITN owns Stock representing less than 5% of the Voting Shares of the Company and no longer has a right to nominate the HITN Director pursuant to Section 8.02(a) above, the Company shall permit one representative of HITN to attend the meetings of the Company's Board of Directors in a non-voting observer capacity, and such observer shall receive such package of documents as are provided to all of the directors, including, but not limited to the financial information described in Section 9.01 hereof.
(b) If the Clearwire Stockholders own, in the aggregate, Stock representing less than 10% of the Voting Shares of the Company and no longer have a right to nominate the Clearwire Director pursuant to Section 8.02(b) above, the Company shall permit one representative of the Clearwire Stockholders to attend the meetings of the Company's Board of Directors in a non-voting observer capacity, and such observer shall receive such package of documents as are provided to all of the directors, including, but not limited to the financial information described in Section 9.01 hereof.
(c) If the Globespan Entities do not have a representative on the Company's Board of Directors, and as long as the Globespan Entities hold, in the aggregate, at least 66 2/3% of the aggregate Shares (i) acquired by them pursuant to the NextNet Merger (excluding any transfers pursuant to Section 6.02 hereof) and (ii) resulting from the exercise by them of warrants issued to them in connection with the NextNet Merger (in each case, as adjusted for stock dividends, stock splits, reverse stock splits or other distributions of shares made upon or in exchange for the Shares), the Company shall permit one representative of the Globespan Entities to attend the meetings of the Company's Board of Directors in a non-voting observer capacity, and such observer shall receive such package of documents as are provided to all of the directors, including, but not limited to the financial information described in Section 9.01 hereof. The initial representative of the Globespan Entities shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. Any successor representative shall be approved by FFW, which approval shall not be unreasonably withheld.
(d) Each of HITN, the Clearwire Stockholders and the Globespan Entities agree, that with respect to their respective rights in this Section 8.04, if, in the Board of Directors' good faith judgment, such Stockholder has a competitive conflict of interest with respect to the issue to be discusse...