Common use of Board Observer Rights Clause in Contracts

Board Observer Rights. The Company shall permit one representative of Lightspeed Venture Partners VIII, L.P. (“Lightspeed”) (the “Board Observer”), the right to attend all meetings of the Board (whether in person, telephonic or otherwise) in a non-voting, observer capacity and receive all information distributed to the Board (the “Board Observer Rights”); provided, however, that (a) if in the opinion of counsel to the Company, exclusion of the Board Observer, or withholding of the information to be provided to the Board Observer in connection with the Board Observer Rights, is reasonably necessary to preserve attorney-client privilege with respect to a material matter or (b) if the Board reasonably determines that exclusion of the Board Observer, or withholding of the information to be provided to the Board Observer in connection with the Board Observer Rights, is necessary in order to protect highly confidential information the disclosure of which to the Board Observer would be materially injurious to the Company in such circumstances, then the Company shall have the right to exclude such Board Observer from only those portions of meetings of the Board or the committees thereof in which such information is discussed, or withhold such information from such Board Observer, in each case to the extent deemed necessary by the Board. Subject to the provisions of Section 3.10 hereof, the Board Observer shall keep all confidential information regarding the Company that the Board Observer receives in connection with the Board Observer Rights in strict confidence, except information (i) that is communicated to it free of any obligation of confidentiality, (ii) that enters the public domain through no fault of the Board Observer, (iii) that is developed by the Board Observer or Lightspeed or their respective agents independently of and without reference to any confidential information communicated by the Company, (iv) in response to any order or requirement of any court or other governmental body, provided that such Board Observer provides the Company with prompt notice of such court order or requirement to the Company to enable the Company to seek a protective order or otherwise to prevent or restrict such disclosure; (v) in connection with the enforcement of this Agreement or rights under this Agreement; or (vi) to comply with applicable law. Lightspeed is entitled to appoint a Board Observer for so long as it holds at least 2,000,000 shares of Series B Stock, as adjusted for any dividends, split-ups, recapitalizations, reclassifications, combination of shares or the like occurring after the date of this Agreement. Initially, the Board Observer shall be Xxxxx Xxxxxx.

Board Observer Rights. The Company For so long as the Pfizer Post-Closing Shareholder holds at least twenty percent (20%) of the Equivalent Shares held by it as of the Closing, the Pfizer Post-Closing Shareholder shall permit one representative of Lightspeed Venture Partners VIII, L.P. (“Lightspeed”) (the “Board Observer”), have the right to designate one (1) natural person reasonably acceptable to the Company to attend all meetings each regularly scheduled, special and other meeting (including telephonic meetings) of the Board (whether in person, telephonic or otherwise) in and any committees thereof as a non-votingvoting observer (in such capacity, observer capacity and receive all information distributed to the Board (the a “Board Observer RightsNon-Voting Observer”); provided, however, that (a) if in the opinion of counsel Non-Voting Observer shall enter into a customary confidentiality agreement with the Company on terms reasonably acceptable to the Company, exclusion which shall be no less favorable to the Company than the confidentiality provisions applicable to the Pfizer Post-Closing Shareholder under Section 4.7. Notice of the Board Observertime and place of each such meeting shall be given to the Non-Voting Observer in the same manner and at the same time as notice is given to the Directors. The Non-Voting Observer shall be given copies of all notices, or withholding of reports, minutes, consents and other documents and materials at the information to be time and in the manner as are provided to the Board or the applicable committee thereof. Notwithstanding the foregoing, the Non-Voting Observer may be excluded from access to the portion of any meeting of the Board or any committee thereof or the portion of material relating thereto if the Board or such committee reasonably determines in connection good faith that such access would be reasonably likely to (a) prevent the members of the Board or such committee from engaging in attorney-client privileged communication with counsel, or (b) result in a material conflict of interest with the Board Company or one or more of its subsidiaries, so long as, in each case, the Company promptly notifies the Non-Voting Observer Rights, is reasonably necessary of such determination and provides the Non-Voting Observer a general description of the information or materials that have been withheld to preserve the extent that providing such description does not jeopardize the attorney-client privilege with respect to a material matter or (b) if the Board reasonably determines that exclusion of the Board Observer, or withholding of the information to be provided preserved or result in the material conflict to the Board Observer in connection with the Board Observer Rights, is necessary in order to protect highly confidential information the disclosure of which to the Board Observer would be materially injurious to avoided (it being understood and agreed that the Company in will take, and will cause its subsidiaries to take, reasonable steps to minimize any such circumstances, then the Company shall have the right to exclude such Board Observer from only those portions of meetings of the Board or the committees thereof in which such information is discussed, or withhold such information from such Board Observer, in each case to the extent deemed necessary by the Board. Subject to the provisions of Section 3.10 hereof, the Board Observer shall keep all confidential information regarding the Company that the Board Observer receives in connection with the Board Observer Rights in strict confidence, except information (i) that is communicated to it free of any obligation of confidentiality, (ii) that enters the public domain through no fault of the Board Observer, (iii) that is developed by the Board Observer or Lightspeed or their respective agents independently of and without reference to any confidential information communicated by the Company, (iv) in response to any order or requirement of any court or other governmental body, provided that such Board Observer provides the Company with prompt notice of such court order or requirement to the Company to enable the Company to seek a protective order or otherwise to prevent or restrict such disclosure; (v) in connection with the enforcement of this Agreement or rights under this Agreement; or (vi) to comply with applicable law. Lightspeed is entitled to appoint a Board Observer for so long as it holds at least 2,000,000 shares of Series B Stock, as adjusted for any dividends, split-ups, recapitalizations, reclassifications, combination of shares or the like occurring after the date of this Agreement. Initially, the Board Observer shall be Xxxxx Xxxxxxexclusions).

Board Observer Rights. The (a) At any time prior to the Expiration Time, provided that the Stockholder has not exercised its rights under Section 2 of this Agreement and such Stockholder together with its Affiliates Beneficially Own 5.0% or greater of the Outstanding Equity, the Stockholder may designate a Board observer reasonably acceptable to the Company shall permit one representative of Lightspeed Venture Partners VIII, L.P. (“Lightspeed”) (the “Board Observer”), the right ) to attend all meetings of the Board (whether in personBoard, telephonic or otherwise) in a non-votingvoting capacity, observer capacity by the giving of written notice to the Company’s Chairman or Chief Executive Officer of such designation (“Observation Election”) prior to the Expiration Time. In connection therewith and receive during the time period set forth in Section 1(b), the Company shall simultaneously give the Board Observer copies of all information distributed notices, consents, minutes and other materials, financial or otherwise, which the Company provides to the Board in connection with meetings of the Board to be held during such time frame, provided that (i) if the “Board Observer Rights”); provideddoes not, howeverupon the request of the Company, that (a) if in before attending any meetings of the opinion of counsel Board, execute and deliver to the Company a confidentiality agreement reasonably acceptable to the Company, exclusion of the Board Observer, or withholding of the information to be provided to the Board Observer in connection with may be excluded from access to any material or meeting or portion thereof if the Board Observer Rightsdetermines in good faith that such exclusion is reasonably necessary to protect confidential proprietary information of the Company or confidential proprietary information of third parties that the Company is required to hold in confidence, or for other similar reasons; (ii) such representative may be excluded from access to any material or meeting or portion thereof if the Board determines in good faith that such exclusion is reasonably necessary to preserve the attorney-client privilege with respect to a material matter or privilege; (biii) if the Board reasonably determines that exclusion any committee of the Board Observer, may exclude the Observer from attending any meeting of such committee in its discretion; and (iv) nothing herein shall prohibit the Board or withholding any committee of the information Board from taking any action proposed to be provided to the Board Observer in connection with the Board Observer Rights, is necessary in order to protect highly confidential information the disclosure of which to the Board Observer would be materially injurious to the Company in such circumstances, then the Company shall have the right to exclude such Board Observer from only those portions of meetings taken at any meeting of the Board or the committees thereof in which such information is discussed, committee or withhold such information from such Board Observer, in each case to the extent deemed necessary by the Board. Subject to the provisions of Section 3.10 hereof, the Board Observer shall keep all confidential information regarding the Company that the Board Observer receives in connection with the Board Observer Rights in strict confidence, except information (i) that is communicated to it free of any obligation of confidentiality, (ii) that enters the public domain through no fault of the Board Observer, (iii) that is developed by the Board Observer or Lightspeed or their respective agents independently of and without reference to any confidential information communicated by the Company, (iv) in response to any order or requirement of any court or other governmental body, provided that such Board Observer provides the Company with prompt notice of such court order or requirement to the Company to enable the Company to seek a protective order or otherwise to prevent or restrict such disclosure; (v) in connection with the enforcement of this Agreement or rights under this Agreement; or (vi) to comply with applicable law. Lightspeed is entitled to appoint a Board Observer for so long as it holds at least 2,000,000 shares of Series B Stock, as adjusted for any dividends, split-ups, recapitalizations, reclassifications, combination of shares or the like occurring after the date of this Agreement. Initially, the Board Observer shall be Xxxxx Xxxxxxwritten consent.