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. (a) The Company Borrower shall permit allow one representative of Lightspeed Venture Partners VIII, L.P. (“Lightspeed”) (person designated by the “Board Observer”), the right Blackstone Credit Representative to attend all meetings of the Board (whether of Directors of Parent or any other Loan Party in person, telephonic person or otherwise) in telephonically as a non-votingvoting observer (a “Non-Voting Observer”). The Blackstone Credit Representative may from time to time, observer capacity and receive upon prior written notice to Parent, change the Non-Voting Observer. The Non-Voting Observer shall be given copies of all information materials distributed to the {members of the Board (the “of Directors of }Parent or any other Loan party in connection with such meetings and shall be entitled to participate in discussions and consult with, and make proposals and furnish advice to, such Board Observer Rights”)of Directors, without voting; provided, however, that such Board of Directors (ai) if in the opinion of counsel shall be under no obligation 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 take any action with respect to a material matter any proposals made or advice furnished by the Non-Voting Observer and (bii) 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 Parent shall have the right to exclude such Board the Non-Voting Observer from only those any meetings or portions of meetings of the Board of Directors or omit to provide the committees thereof Non-Voting Observer with certain information if Parent reasonably determines in good faith after consultation with counsel that (A) such exclusion or omission is necessary in order to preserve any attorney-client privilege, attorney-work product privilege or other similar legal privileges, (B) inclusion or distribution of the information would pose a conflict of interest with respect to the Lenders, (C) such exclusion or omission is necessary for protection of confidential information, the disclosure or release of which such information is discussedwould reasonably be expected to cause Parent or any of its Subsidiaries material harm, or withhold (D) such information from such exclusion or omission is necessary to comply with, or attendance or distribution of materials would otherwise limit or impair the ability of the members of the Board Observerof Directors to exercise any duty required by, in each case applicable law. The Non-Voting Observer shall have a duty of confidentiality to Parent and its Subsidiaries comparable to the extent deemed necessary by duty of confidentiality of a director of Parent and the BoardLenders who are Blackstone Credit Entities shall be responsible for the Non-Voting Observer’s compliance with this Section 6.15. Subject to the provisions of Section 3.10 hereof, the Board The Non-Voting Observer shall keep all confidential information regarding the Company that the Board Observer receives be entitled to reimbursement of reasonable and documented out-of-pocket {costs and expenses incurred 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 meeting of the Board Observer, board of directors of Parent or any other Loan Party. The Non-Voting Observer rights shall terminate upon repayment in full of the Obligations under the Term Facility (iii) that is developed by the Board Observer or Lightspeed or their respective agents independently of other than contingent indemnification obligations as to which no claim has been asserted 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 obligations and liabilities 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 XxxxxxSecured Cash Management Agreements and Secured Hedge Agreements).

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 privilege; (iii) any committee of the Board may exclude the Observer from attending any meeting of such committee in its discretion; and (iv) nothing herein shall prohibit the Board or any committee of the Board from taking any action proposed to a material matter be taken at any meeting of the Board or committee or by written consent. (b) if In the Board reasonably determines that exclusion event the Stockholder makes an Observation Election, the Stockholder shall have the observation rights set forth herein for a period of time expiring on the earlier of (i) the second anniversary date of the Board ObserverEffective Date, (ii) the date on which the Stockholder makes an election to appoint a Nominee in accordance with Section 2 of this Agreement, or withholding (iii) the occurrence of a General Termination Event. All obligations of the information Company pursuant to be provided this Section 1 shall terminate upon the Stockholder ceasing 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 designate a Board Observer from only those portions of meetings of the Board or the committees thereof in which such information is discussedpursuant to this Section 1. (c) Stockholder agrees, 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 and Stockholder will cause any Board Observer shall keep to agree, to hold in confidence with respect to all information so provided and not use or disclose any confidential information regarding the Company that the Board Observer receives provided to or learned by it in connection with the Board Observer Rights in strict confidence, except information (i) that is communicated its rights under this Agreement other than for purposes reasonably related to it free its interest as a shareholder 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 and not to the Company to enable detriment of, 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 lawCompany. 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 The confidentiality provisions hereof will survive any dividends, split-ups, recapitalizations, reclassifications, combination of shares or the like occurring after the date termination of this Agreement. Initially, The Stockholder shall cause the Board Observer to agree to, and shall be Xxxxx Xxxxxxresponsible for the Board Observer’s failure to, hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to such Board Observer pursuant hereto.

Board Observer Rights. The If an Investor is not directly represented on the Company's Board of Directors and such Investor holds at least 1,500,000 shares of Series A Preferred Stock, (a) the Company shall permit invite one representative of Lightspeed Venture Partners VIIIInvestor to attend all regular meetings of its Board of Directors in a nonvoting observer capacity, L.P. (“Lightspeed”) (and, in this respect, shall give such representative copies of all notices and information that the “Company provides to its directors for Board Observer”)of Directors meetings; PROVIDED, HOWEVER, that the Company reserves the right to attend all meetings exclude such representative from any meeting or portion thereof, and deny such representative access to any material, if the Company believes that such exclusion or denial 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, access is reasonably necessary to preserve the attorney-client privilege with respect privilege, to protect confidential proprietary information, material non-public information or for other similar reasons. The Company shall promptly notify Investor of any actions taken by the Board of Directors in lieu of a material matter or meeting. (b) if the Board reasonably determines that exclusion Investor agrees, and will require any representative of the Board ObserverInvestor to agree in writing, to hold in confidence and trust and not use or withholding of the disclose any confidential information to be provided to the Board Observer Investor or learned in connection with Investor's rights under this Agreement, PROVIDED HOWEVER, that parties may disclose such information to partners, parents, subsidiaries or affiliates (provided that none of such third persons is a competitor of the Board Observer Rights, is necessary Company) solely for the purpose of evaluating the investment in order to protect highly confidential information the disclosure of which to the Board Observer would be materially injurious to the Company in and PROVIDED that such circumstances, then the Company shall have the right person is subject to exclude an agreement with such Board Observer from only those portions of meetings of the Board or the committees thereof in which party that requires such person to keep such information is discussedconfidential. Confidential information does not include information, technical data 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 know-how that the Board Observer receives in connection with the Board Observer Rights in strict confidence, except information (i) that is communicated in the possession of Investor at the time of disclosure as shown by Investor's files and records immediately prior to it free the time of any obligation of confidentiality, disclosure; (ii) that enters prior or after the time of disclosure becomes public domain through no fault knowledge, not as a result of any action or inaction of the Board Observer, receiving party; (iii) that is developed approved for release by the Board Observer Company; or Lightspeed or their respective agents independently of and without reference to any confidential information communicated by the Company, (iv) in response is required to any order be produced by Investor pursuant to statute, regulation, subpoena, criminal or requirement of any court civil investigative demand or other governmental bodysimilar process, provided PROVIDED that such Board Observer Investor provides the Company with prompt written notice of such court order or requirement to so that the Company to enable may seek (with the Company to seek cooperation and reasonable efforts of Investor) a protective order order, confidential treatment or otherwise other appropriate remedy. (c) The confidentiality provisions hereof with respect to prevent or restrict such disclosure; (v) in connection with the enforcement any confidential information shall survive for a period 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 five years after the date disclosure of this Agreement. Initially, the Board Observer shall be Xxxxx Xxxxxxsuch confidential information.