Common use of Observer Rights Clause in Contracts

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 the DLB Investor or any of RA Capital Healthcare Fund, L.P. (“RA Capital”) and its Affiliates owns not less than twenty-five continue to own beneficially at least fifty percent (2550%) of the shares of Series B Preferred Shares it purchased under Stock that RA Capital purchases at the Series B Share Initial Closing (as defined in the Purchase Agreement Agreement) (or an equivalent amount of Common Shares Stock issued upon conversion thereof), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like, the Company shall invite a representative of the DLB Investor RA Capital to attend all regular meetings of the Company’s board its Board of advisors (the “Advisory Board”) Directors in an a nonvoting observer capacity and, in this respect, shall give such representatives representative copies of all notices, minutes, consents, and other materials that it provides to its advisors on directors at the same time and in the same manner as provided to Table of Contents 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 Boarddirectors; provided, however, that, in each case that such representatives 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, in each case, that the Company reserves the right to withhold any information and to exclude such representatives 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 the DLB Investor, the Broadline such Investor or their representatives are competitors its representative is a competitor of the Company. Notwithstanding the foregoing, if RA Capital becomes a Defaulting Purchaser (as defined in the Purchase Agreement), it shall no longer have the right under this Section 3.3 to appoint an observer to the Board or to receive the information contemplated under this Section 3.3.

Observer Rights. As long as the DLB Investor or any of GPP – Connecture, LLC and its Affiliates (“GPP”) owns not less than twenty-five percent (25%) 5,000,000 shares of the Series B Preferred Shares it purchased under the Series B Share Purchase Agreement Stock (or an equivalent amount of Common Shares 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 the DLB Investor GPP to attend all regular meetings of the Company’s board of advisors its Board (the and any committee thereof) in a nonvoting observer capacity. As long as SSM Venture Partners II, L.P. and its Affiliates (“Advisory BoardSSM”) 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%) 2,500,000 shares of the Series B Preferred Shares Broadline Investor purchased under the Series B Share Purchase Agreement A Stock (or an equivalent amount of Common Shares 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 the Broadline Investor SSM to attend all regular meetings of the Company’s Advisory its Board (and any committee thereof) in an a nonvoting observer capacity andcapacity. 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 this respecteach 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 advisors on directors at the same time and in the same manner as provided to such Advisory Boarddirectors; 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, that the Company reserves the right to withhold any information and to exclude such representatives 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, or if the DLB Investor, the Broadline Investor or their representatives are competitors 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 the DLB Investor or any of its Affiliates owns "Series D Investors" collectively own not less than twenty-five percent (25%) 727,500 shares of Series D Preferred Stock of the Series B Preferred Shares it purchased under the Series B Share Purchase Agreement Company (or an equivalent amount of Common Shares Stock issued upon conversion thereof), the Company shall invite a representative designated by the holders of a majority of the DLB Investor Registrable Securities held by such Series D Investors to attend all regular meetings of the Company’s board its Board of advisors (the “Advisory Board”) Directors in an a nonvoting observer capacity and, in this respect, (it being understood and the Company hereby agrees that such representative shall give alternate between a representative of Hancxxx Xxxture Partners IV - Direct Fund L.P. and a representative of Pioneer Ventures Limited Partnership as such representatives copies of all materials that it provides entities may from time to its advisors on such Advisory Board; and as time determine). As long as the Broadline Investor or any of its Affiliates MeriTech collectively owns not less than twenty-five percent (25%) 333,334 shares of Series F Preferred Stock of the Series B Preferred Shares Broadline Investor purchased under the Series B Share Purchase Agreement Company (or an equivalent amount of Common Shares Stock issued upon conversion thereof), the Company shall invite a representative of the Broadline Investor designated by MeriTech to attend all regular meetings of the Company’s Advisory its Board of Directors in an a nonvoting observer capacity and, in this respect, capacity. The Company shall give such representatives provide to each representative copies of all notices, minutes, consents, and other materials that it provides to its advisors on such Advisory Boarddirectors; provided, however, that, in that each case such representatives representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and and, provided further, that, in each case, that the Company reserves the right to withhold any information and to exclude such representatives a 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 to such representative if the DLB Investor, the Broadline such Investor or their representatives are competitors its representative is a direct competitor of the Company.

Observer Rights. As For so long as at least 1,750,000 shares of Series A-2 Preferred Stock remain outstanding, the DLB Investor or any Company shall allow one representative of its Affiliates the holders of a majority of Series A-2 Preferred Stock to attend all meetings of the Board in a nonvoting observer capacity, which representative shall initially be Xxxxx Xxxxxx. In addition, the Company shall allow one representative of Altitude Life Science Ventures Fund II, L.P. and Altitude Life Science Ventures Side Fund II, L.P. (collectively, “Altitude”), for so long as Altitude owns not less than twenty-five twenty percent (2520%) of the shares of the Series B A-1 Preferred Shares Stock it purchased is purchasing under the Series B Share Purchase Agreement and does not have one (or an equivalent amount of Common Shares issued upon conversion thereof)1) Affiliate then serving on the Board, the Company shall invite a representative of the DLB Investor to attend all regular meetings of the Company’s board of advisors (Board in a nonvoting observer capacity. Each observer appointed pursuant to this Agreement or pursuant to any management rights letter or other agreement issued or entered into by the Company on or about the date hereof, are referred to herein as an “Observer”, and collectively, the “Advisory BoardObservers”) in an observer capacity and, in this respect, . The Company shall give such representatives the Observers copies of all notices, minutes, consents, and other materials that it provides to its advisors on directors at the same time and in the same manner as provided to 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 directors. Observers 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 . The Company reserves the right to withhold any information and to exclude such representatives an Observer from any meeting or portion thereof if reasonably determined that 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 such Investor or their representatives are competitors its representative is a Competitor of the Company.

Observer Rights. As long as the DLB Investor or any affiliates of its Affiliates owns Softbank own not less than twenty-five fifty percent (2550%) of the Series B Preferred Shares it purchased under shares of the Series B Share Purchase Agreement D Preferred it is purchasing on an even date herewith (or an equivalent amount of Common Shares Stock issued upon conversion thereof), the Company shall invite a representative of the DLB Investor Softbank to attend all regular meetings of the Company’s board of advisors (the “Advisory Board”) in be 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 Observer As long as the Broadline Investor or any of its Affiliates funds affiliated with Sequoia Capital ("Sequoia") owns not less than twenty-five fifty percent (2550%) of the Series B Preferred Shares Broadline Investor purchased under shares of the Series B Share Purchase Agreement D Preferred it is purchasing on an even date herewith (or an equivalent amount of Common Shares Stock issued upon conversion thereof), the Company shall invite a representative of Sequoia to be an Observer. As long as any funds affiliated with Technology Partners ("Technology Partners") owns not less than fifty percent (50%) of the Broadline Investor shares of the Series C Preferred Stock it purchased on December 18, 1997 (or an equivalent amount of Common Stock or Series C-1 Preferred Stock issued upon conversion thereof), the Company shall invite a representative of Technology Partners to be an Observer. For purposes of this Agreement, an Observer shall attend all regular meetings of the Company’s Advisory its Board of Directors in an a nonvoting observer capacity and, in this respect, shall give such representatives be given copies of all notices, minutes, consents, and other materials that it the Company provides to its advisors on such Advisory Boarddirectors; provided, however, that, in each case such representatives that the Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and and, provided further, that, in each case, that the Company reserves the right to withhold any information and to exclude such representatives the 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 would result in disclosure of trade secrets to the Observer or a conflict of interestif Softbank, Sequoia or Technology Partners, or if the DLB Investor, the Broadline Investor or their representatives are competitors Observer is a direct competitor of the Company.

Observer Rights. As long as each of (a) Asia Ventures III L.P. and F-Prime Capital Partners Healthcare Fund IV LP (collectively, “Fidelity”) together with its Affiliates, (b) BC dcyto Limited (“3E-Bio”) together with its Affiliates (which shall include Bencao 3E Bioventures Limited provided that Bencao 3E Bioventures Limited holds any shares of the DLB Investor or any of Series B Preferred Stock), (c) Orbimed together with its Affiliates, and (d) LYFE Mount Hood Limited (“LYFE”) together with its Affiliates owns not less than twenty-five percent (25%) 1,000,000 shares of the Series B Preferred Shares it purchased under the Series B Share Purchase Agreement (Stock or an equivalent amount number of shares of Common Shares Stock issued upon conversion thereofthereof (subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations), the Company shall invite a representative of the DLB Investor Fidelity, a representative of 3E-Bio, a representative of Orbimed and a representative of LYFE to attend all regular meetings of the Company’s board its Board of advisors (the “Advisory Board”) Directors in an a nonvoting observer capacity and, in this respect, shall give such representatives copies of all notices, minutes, consents, and other materials that it provides to its advisors on directors at the same time and in the same manner as provided to 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 Boarddirectors; provided, however, that, in each case 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, in each case, that 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 such Investor or their representatives are competitors of the Companyits representative is a Competitor.

Observer Rights. As long as the DLB Investor or any of Accel Europe, L.P. (“Accel”), together with its Affiliates affiliates, owns not less than twenty-five at least ten percent (2510%) of the Series B Preferred Shares it purchased under outstanding shares of the Series B Share Purchase Agreement A Preferred Stock (or an equivalent amount of Common Shares Stock issued upon conversion thereof) owned by Accel immediately following the Closing (as defined in the Series A Agreement) (as adjusted for stock splits, stock dividends, recapitalizations or the like) and Jerusalem Venture Partners, L.P. (“JVP”), together with its affiliates, owns at least ten percent (10%) of the outstanding shares of Series A Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof) owned by JVP immediately following the Closing, and Svenska Industrifonden (“Industrifonden”) owns at least ten percent (10%) of the outstanding shares of Series AA Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof) (as adjusted for stock splits, stock dividends, recapitalizations or the like), the Company shall invite a representative of the DLB Investor each of Accel, JVP and Industrifonden to attend all regular meetings of the Company’s board its Board of advisors (the “Advisory Board”) Directors in an a nonvoting observer capacity and, in this respect, shall give such representatives representative copies of all notices, minutes, consents and other 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 Boarddirectors; provided, however, that, in each case that such representatives representative shall agree in writing to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and and, provided further, that, in each case, that the Company reserves the right to withhold any information and to exclude such representatives 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, to such representative or if the DLB Investor, the Broadline such Investor or their representatives are competitors its representative is or is affiliated with a direct competitor of the Company.

Observer Rights. As long as the DLB Investor or any affiliates of its Affiliates owns Softbank own not less than twenty-five fifty percent (2550%) of the shares of the Series B D Preferred Shares it purchased under the Series B Share Purchase Agreement on September 4, 1998 (or an equivalent amount of Common Shares Stock issued upon conversion thereof), the Company shall invite a representative of the DLB Investor Softbank to attend all regular meetings of the Company’s board of advisors (the “Advisory Board”) in be 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 Observer As long as the Broadline Investor or any of its Affiliates funds affiliated with Sequoia Capital ("Sequoia") owns not less than twenty-five fifty percent (2550%) of the Series B Preferred Shares Broadline Investor purchased under shares of the Series B Share Purchase Agreement D Preferred it purchased on September 4, 1998 (or an equivalent amount of Common Shares Stock issued upon conversion thereof), the Company shall invite a representative of Sequoia to be an Observer. As long as any funds affiliated with Technology Partners ("Technology Partners") owns not less than fifty percent (50%) of the Broadline Investor shares of the Series C Preferred Stock it purchased on December 18, 1997 (or an equivalent amount of Common Stock or Series C-1 Preferred Stock issued upon conversion thereof), the Company shall invite a representative of Technology Partners to be an Observer. For purposes of this Agreement, an Observer shall attend all regular meetings of the Company’s Advisory its Board of Directors in an a nonvoting observer capacity and, in this respect, shall give such representatives be given copies of all notices, minutes, consents, and other materials that it the Company provides to its advisors on such Advisory Boarddirectors; provided, however, that, in each case such representatives that the Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and and, provided further, that, in each case, that the Company reserves the right to withhold any information and to exclude such representatives the 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 would result in disclosure of trade secrets to the Observer or a conflict of interestif Softbank, Sequoia or Technology Partners, or if the DLB Investor, the Broadline Investor or their representatives are competitors Observer is a direct competitor of the Company.

Observer Rights. As long as Atlas owns not less than fifty percent (50%) of the DLB Investor or any shares of Series Seed 3 Preferred Stock it holds as of the date hereof, the Company shall invite a representative of Atlas to attend all meetings of its Affiliates Board of Directors in a nonvoting observer capacity. As long as NEA owns not less than fifty percent (50%) of the shares of Series Seed 3 Preferred Stock it holds as of the date hereof, the Company shall invite a representative of NEA to attend all meetings of its Board of Directors in a nonvoting observer capacity. As long as MPH holds at least 50% of the shares of Series A Preferred Stock purchased by it under that certain Series A Preferred Stock Purchase Agreement, the Company shall invite a representative of MPH to attend all meetings of its Board of Directors in a nonvoting observer capacity. As long as Surveyor owns not less than twenty-five percent (25%) of the Series B Preferred Shares it purchased under shares of the Series B Share Purchase Agreement A Preferred Stock it holds as of the date hereof (or an equivalent amount of Common Shares Stock issued upon conversion thereof), the Company shall invite a representative of the DLB Investor Surveyor to attend all regular meetings of the Company’s board Board of advisors (the “Advisory Board”) Directors in an a nonvoting observer capacity and, in capacity. In this respect, the Company shall give such representatives copies of all notices, minutes, consents and other materials that it provides to its advisors on directors at the same time and in the same manner as provided to 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 Boarddirectors; provided, however, that, in each case that such representatives 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 provided, further, that, in each case, that the Company reserves the right to withhold any information and to exclude such representatives 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 the DLB Investor, the Broadline such Investor or their representatives are competitors its representative is a Competitor of the Company.

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 The Company shall invite a one representative of the DLB Investor each of Braemar Energy Ventures II, LP (“Braemar”), Lightspeed Venture Partners (“Lightspeed”) and The Roda Group (“Roda”) to attend all regular meetings of the Company’s board its Board of advisors (the “Advisory Board”) Directors in an a nonvoting observer capacity and, in this respect, shall give such representatives representative copies of all notices, minutes, consents, and other materials that it provides to its advisors on directors at the same time and in the same manner as provided to 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 Boarddirectors; provided, however, that, in each case that such representatives 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, in each case, that the Company reserves the right to withhold any information and to exclude such representatives representative from any meeting or portion thereof if the Company in good faith believes that access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or counsel, result in disclosure of trade secrets or a conflict of interest, or if the DLB Investor, the Broadline that such Investor or their representatives are competitors its representative is a competitor of the Company. Without limiting the generality of the foregoing, no representative under this Section 3.5 may disclose to any person (including a partner, member or shareholder of Braemar, Lightspeed or Roda, as the case may be) who is either a board member or board observer of a competitor of the Company (as determined by the Company) any proprietary or confidential information provided by the Company to such representative. In addition, no representative under this Section 3.5 may be a board member or board observer of a competitor of the Company. Notwithstanding the provisions of Section 3.6, the Company’s obligation to any Holder pursuant to this Section 3.5 shall terminate upon the earlier of (i) the date of the closing of the Qualified IPO and (ii) the date on which such Holder no longer holds at least fifty percent (50%) of the shares of Preferred Stock or Common Stock issued upon conversion thereof held by such Holder as of the last Closing under the Purchase Agreement.