Common use of Observer Rights Clause in Contracts

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.

Observer Rights. (a) HCV VII The Majority G3 Investors shall have the right to appoint an one observer to the Board (the “HCV G3 Observer”) ), provided, however, that in order for any G3 Investor to be eligible to participate in the appointment of an individual as long as HCV VIIthe G3 Observer, such G3 Investor, together with members of the HCV such G3 Investor’s Group, holds must continue to hold greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by HCV VII such G3 Investor and members of the HCV such G3 Investor’s Group pursuant to the Series A-1 Stock Purchase Agreement and greater than seventy five percent (75%) of the Series B Preferred Stock originally purchased by such G3 Investor and members of such G3 Investor’s Group pursuant to the Stock Purchase Agreement. The HCV G3 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 G3 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 The rights of each G3 Investor under this Section 4.2(a4.3(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII such G3 Investor to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints the Majority G3 Investors appoint any person to be the HCV G3 Observer under this Section 4.2(a4.3(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 G3 Observer from access to any meeting, or any portion thereof, and/or deny the HCV G3 Observer access to any information and documents, or any portions thereof.

Observer Rights. (amm) HCV VII The Majority G3 Investors shall have the right to appoint an one observer to the Board (the “HCV G3 Observer”) ), provided, however, that in order for any G3 Investor to be eligible to participate in the appointment of an individual as long as HCV VIIthe G3 Observer, such G3 Investor, together with members of the HCV such G3 Investor’s Group, holds must continue to hold greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by HCV VII such G3 Investor and members of the HCV such G3 Investor’s Group pursuant to the Series A-1 Stock Purchase Agreement and greater than seventy five percent (75%) of the Series B Preferred Stock originally purchased by such G3 Investor and members of such G3 Investor’s Group pursuant to the Series B Stock Purchase Agreement. The HCV G3 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 G3 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 The rights of each G3 Investor under this Section 4.2(a4.3(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII such G3 Investor to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints the Majority G3 Investors appoint any person to be the HCV G3 Observer under this Section 4.2(a4.3(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 G3 Observer from access to any meeting, or any portion thereof, and/or deny the HCV G3 Observer access to any information and documents, or any portions thereof.

Observer Rights. (a) HCV VII Each Principal Stockholder shall have the right to appoint an one (1) non-voting board observer to the (each, a “Board (the “HCV Observer”) as for so long as HCV VIIeach Principal Stockholder, together with members of the HCV Grouprespectively, 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 is entitled to designate a director pursuant to the Purchase AgreementSection 5.1(b). The HCV Each Board Observer shall have the right to (i) attend all meetings of the Board in a non-voting voting, observer capacitycapacity and (ii) receive copies of all notices, minutes, consents and other materials that the Corporation shall provide Company provides to the HCV Observer all Board in the same manner as such materials are 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, howeverthat, that the Corporation reserves the (x) a Principal Stockholder’s right to appoint a Board Observer is non-transferable and shall automatically be terminated without any further action required upon the occurrence of a Principal Stockholder Trigger Event, (y) a Board Observer shall not be entitled to vote on any matter submitted to the Board nor to offer any motions or resolutions to the Board, and a Board Observer's presence or absence at any meeting of the Board will not be relevant for purposes of determining whether there is a quorum, and (z) the Company may withhold information or materials from a Board Observer and exclude such representatives a Board Observer from any executive sessions and/or all or any portion of any meeting or discussion of the Board, in each case of this clause (z), if the Board determines in good faith that access to any material such information and/or materials or attendance at such meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve would (A) adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, (B) adversely affect the disclosure of which should not be made Company or its Affiliates under governmental regulations or other applicable laws. The Company shall provide virtual access to any person who does not have a fiduciary or other similar duty meeting of the Board for any Board Observer. Each Board Observer shall be subject to the Corporation. The decision same obligations as the members of the Board with respect to the privileged confidentiality and conflicts of interest (and shall provide, prior to attending any meetings 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 receiving any information and documentsor materials, or any portions thereofsuch reasonable assurances to such effect as may be requested by the Company).

Observer Rights. (a) HCV Devon Park Bioventures, L.P., Bessemer Venture Partners VII shall have L.P., MPM Bio IV NVS Strategic Fund, LP, TVM Life Science Ventures VI, L.P., Skyline Venture Partners Qualified Purchaser Fund IV, L.P., Prism Venture Partners V, L.P., Intersouth Partners VI, L.P., Deerfield Private Design Fund III, L.P., Abingworth Bioventures VI LP, Pharmstandard International S.A., and the right to appoint an observer to the Board (the “HCV Observer”) as long as HCV VII, together with members holders of a majority of the HCV Group, holds greater than seventy five percent outstanding shares of capital stock held by the Key Holders (75%as defined in the Voting Agreement) of the Series A-1 Preferred Stock originally purchased by HCV VII and members of the HCV Group pursuant shall each be entitled to the Purchase Agreement. The HCV Observer shall have the right designate one person to attend all meetings of the Company’s Board of Directors in a non-voting nonvoting observer capacitycapacity and, in this respect, the Company shall give such designees copies of all notices, minutes, consents, and other materials that it provides to its directors at the Corporation shall provide to same time and in the HCV Observer all materials same manner as 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 Boarddirectors; provided, however, that each such designee 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 Corporation Company reserves the right to withhold any information and to exclude any such representatives designee from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the result in disclosure of which should not be made to any person who does not have trade secrets or a fiduciary or other similar duty to the Corporationconflict of interest. The decision right of the holders of a majority of the outstanding shares of capital stock held by the Key Holders to designate a Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s rights observer under this Section 4.2(a) may only be assigned in connection with section shall terminate on the transfer of all date on which the Key Holders, as of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoingeffective date of this Agreement, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(ahold collectively less than five percent (5%) who, in the good faith determination of the Board, has conflicting interests with total issued and outstanding voting capital stock of 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 thereofCompany.

Observer Rights. (a) HCV VII shall have the right to An RH Appointing Shareholder may appoint an observer to the Board (the “HCV Observer”) as long as HCV VIIone non-voting observer, 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 (including telephonic meetings) of the ITC Investments Board in a and its committees. Provided that ITC or its Subsidiaries are not the beneficiary of an independence adder, an RH Shareholder who is not an RH Appointing Shareholder may appoint one non-voting observer, to attend all meetings (including telephonic meetings) of the ITC Investments Board and its committees and, provided, however, such observer capacityshall not be a board member of any other Market Participant and such observer shall be subject to the mutual agreement of FortisUS and ITC, whose approval shall not be unreasonably withheld. An RH Appointing Shareholder’s rights under this Section 4.1(e) shall be independent of and the Corporation in addition to its right to designate any RH Director. In addition, ITC Investments shall provide to each observer appointed under this Section 4.1(e) and, in the HCV Observer case of clauses (x) and (y) of this sentence, each RH Shareholder, with (x) notice of all materials provided meetings of the ITC Investments Board and its committees, (y) all information delivered to the members of the ITC Investments Board and notice of its committees in connection with such meetings, all in except for non-public transmission function information subject to the manner Federal Energy Regulatory Commission’s standards of conduct for transmission providers codified at 18 C.F.R. Part 358 and the orders issued by the Federal Energy Regulatory Commission pursuant thereto (“Standards of Conduct”), at the same time provided such notice and information is delivered to the members of the BoardITC Investments Board and its committees and (z) reimbursement for all reasonable travel and out-of-pocket expenses in connection with attending such meetings. Notwithstanding the foregoing, ITC Investments shall be entitled to (a) excuse any observer from any portion of a ITC Investments Board meeting or a meeting of the committees to the extent such observer’s participation in such meeting is reasonably likely to adversely affect the attorney/client privilege of ITC Investments and its legal advisors or result in the disclosure to the observer or an RH Shareholder of non-public transmission function information subject to the Standards of Conduct; providedand (b) withhold information from any observer or RH Shareholder delivered to the ITC Investments Board or any of the committees prior to a meeting of the ITC Investments Board or, howeveras the case may be, such committee, in each case if ITC Investments believes there is a reasonable likelihood 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 receipt of such information shall be final by the observer or an RH Shareholder may adversely affect the attorney/client privilege of ITC Investments 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 thereofits legal advisors.

Observer Rights. (a) HCV VII 15.2.1 During the Term, Lockheed Mxxxxx shall have the right be entitled to appoint an designate one observer to the Board (the “HCV Board Observer”) as long as HCV VII, together with members of the HCV Group, holds greater than seventy five percent to attend any regular meeting (75%a “BOD Meeting”) of the Series A-1 Preferred Stock originally purchased Terran Board (or, in each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by HCV VII and members the Terran Board (or any relevant committee thereof) at any such meetings. The Board Observer shall be timely notified of the HCV Group pursuant time and place of any BOD Meetings and will be given written notice of all proposed actions to be taken by the Purchase AgreementTerran Board (or any relevant committee thereof) as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting). The HCV Board Observer shall have the right to attend receive all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the HCV Observer all materials information provided to the members of the Terran Board or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Company in anticipation of or at such meeting (regular or special and notice whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meetingsmeeting, all in the manner and at the time when provided to the members members, and the Board Observer shall keep such materials and information confidential in accordance with Section 12.07 of the Board; providedPurchase Agreement (for the avoidance of doubt, however, that Lockheed Mxxxxx shall be entitled to receive any such materials and information from 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 Board Observer as an Affiliate of the Board Observer in accordance with respect to Section 12.07 of the privileged or confidential nature of Purchase Agreement and shall keep such information confidential in accordance therewith). The Company shall be final reimburse the Board Observer for all reasonable out-of-pocket costs and binding. HCV VII’s rights under this Section 4.2(a) may only be assigned expenses incurred 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, its participation 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 thereofsuch BOD Meeting.

Observer Rights. (a) HCV VII The Majority G3 Investors shall have the right to appoint an one observer to the Board (the “HCV G3 Observer”) ), provided, however, that in order for any G3 Investor to be eligible to participate in the appointment of an individual as long as HCV VIIthe G3 Observer, such G3 Investor, together with members of the HCV such G3 Investor’s Group, holds must continue to hold greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by HCV VII such G3 Investor and members of the HCV such G3 Investor’s Group pursuant to the Series A-1 Stock Purchase Agreement and greater than seventy five percent (75%) of the Series B Preferred Stock originally purchased by such G3 Investor and members of such G3 Investor’s Group pursuant to the Series B Stock Purchase Agreement. The HCV G3 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 G3 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 The rights of each G3 Investor under this Section 4.2(a4.3(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII such G3 Investor to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints the Majority G3 Investors appoint any person to be the HCV G3 Observer under this Section 4.2(a4.3(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 G3 Observer from access to any meeting, or any portion thereof, and/or deny the HCV G3 Observer access to any information and documents, or any portions thereof.