Common use of Observer Clause in Contracts

Observer. During the period commencing upon the approval of the Shareholders Resolution and ending upon the earlier the Closing or the termination of this Agreement for any reason whatsoever, the Investors shall be entitled to appoint up to two (2) representatives who shall be entitled to participate in all meetings (whether in person, telephonic or otherwise) of the Board of Directors and its committees in a non-voting observer capacity and, in this respect, the Company shall give such representatives copies of all notices, minutes, consents, and other materials that it provides, and as and when it provides it, to the Board of Directors or a committee thereof; provided, however, that, as a condition to the right hereunder, such representatives shall agree to hold in confidence all information so provided, based on a customary form of confidentiality undertaking approved by the Investors; and provided further, 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 cause the Company to violate confidentiality obligations with a third party. The Company shall indicate in the materials sent to the representatives if any information has been omitted or withheld and shall notify the representatives of any exclusion from a meeting or portion thereof. The Company will not be obligated to reimburse any expenses of a representative pursuant hereto.

Observer. During So long as it owns any Company Securities, each Investor shall have the period commencing upon right to designate (and to replace), by written notice to the approval Company, one (1) individual to attend any meeting of the Shareholders Resolution Board (each, an “Observer”). No Observer shall have the right to vote on any matter presented to the Board, and ending upon no Observer shall be considered a “director” of the earlier the Closing or the termination of this Agreement Company for any reason whatsoeverpurpose hereunder, under the Investors Bye-laws or otherwise. The Company shall give each Observer notice of each meeting of the Board at the same time and in the same manner as the members of the Board receive notice of such meetings, and the Company shall permit each Observer to attend as an observer at all meetings thereof. The Observers shall be entitled to appoint up receive all written materials and other information given to two (2) representatives who shall be entitled the directors in connection with such meetings at the same time such materials and information are given to participate in all meetings (whether in personthe directors, telephonic or otherwise) and until the second anniversary of the Board earlier to occur of Directors (a) the closing of an initial public offering of the Company’s equity securities and its committees in (b) the consummation of a non-voting observer capacity and, in this respectSale Transaction, the Company Observers shall give keep such representatives copies of all noticesmaterials and information confidential, minutesexcept as otherwise required by applicable law, consentsrule or regulation or by any governmental, and other materials that it providesregulatory or self-regulatory authority having jurisdiction. Notwithstanding the foregoing, and as and when it provides it, to the Board of Directors or a committee thereof; provided, however, that, as a condition to the right hereunder, such representatives shall agree to hold in confidence all information so provided, based on a customary form of confidentiality undertaking approved by the Investors; and provided further, that the Company reserves the right not to withhold any provide information and to exclude such representatives any Observer from any meeting or portion thereof if access to the Company believes, based on the advice of counsel, that delivery of such information or attendance at such meeting could by such Observer would adversely affect the attorney-client privilege between the Company and its counsel, or cause the Company to violate confidentiality obligations with a third party. The Company shall indicate in the materials sent to the representatives if any information has been omitted or withheld and shall notify the representatives of any exclusion from a meeting or portion thereof. The Company will not be obligated to reimburse any expenses of a representative pursuant hereto.