Common use of Board Observer Clause in Contracts

Board Observer. Until the earlier of (i) Investor no longer owning, (x) prior to consummation of an IPO, at least ten percent (10%) of the outstanding limited liability company interests of the Company (“GSRP Common Equity”) or (y) following consummation of an IPO, at least ten percent (10%) of the outstanding shares of common stock of GSRP Holdings (collectively, the “Equity Threshold”), and (ii) the consummation of a Sale, the Investor shall be entitled to designate one nonvoting board observer to the GSRP Board (the “Pre-IPO Board Observer”) until the consummation of an IPO, and after the consummation of an IPO one nonvoting board observer to the GSRP Holdings Board (together with Pre-IPO Board Observer, the “Board Observer”). The Board Observer must (1) enter into a board observer agreement in the form attached hereto as Exhibit A, (2) not be engaged in any activities that are competitive to the GSRP Entities (other than general investment activities by the Investor and its controlled affiliates in the ordinary course of its business) and (3) the service of such individual as a Board Observer shall not otherwise violate Applicable Law and the listing rules of any National Securities Exchange on which the shares of common stock of GSRP Holdings are listed. If the Board Observer resigns or is removed from GSRP Board or GSRP Holdings Board or is unable to serve as the Board Observer due to death or disability, and at such time the Investor continues to be entitled to designate a Board Observer, the Investor shall have the right to designate a successor who shall be appointed to the GSRP Board or GSRP Holdings Board, as applicable, as promptly as practicable following the designation thereof and shall be treated as the Board Observer for all purposes of this Letter Agreement. GSRP or GSRP Holdings, as applicable, shall (A) give the Board Observer notice of the applicable meeting or action taken by written consent at the same time and in the same manner as notice is given to the members of the GSRP Board or GSRP Holdings Board, as applicable, (B) provide the Board Observer with access to all materials and other information given to the members of the GSRP Board or GSRP Holdings Board, as applicable, in connection with such meetings or actions taken by written consent at the same time and in the same manner as such materials and information are furnished to members of the GSRP Board or GSRP Holdings Board, as applicable, and (C) provide the Board Observer with all rights to attend such meetings as a member of the GSRP Board or GSRP Holdings Board, as applicable. Notwithstanding the foregoing, the GSRP Board or GSRP Holdings Board may exclude the Board Observer from the relevant portion of any meeting (and from receiving information provided to other members of the GSRP Board or GSRP Holdings Board) to the extent such information or meeting relates to any conflicts of interest between the Investor, its affiliates or the Board Observer, on the one hand, and the GSRP Entities, on the other or would otherwise violate Applicable Law or the listing rules of any National Securities Exchange on which the shares of common stock of GSRP Holdings are listed.

Board Observer. Until (a) For so long as Durango has the earlier right to receive Deferred Consideration (as defined in the MIPA) and, upon issuance of the Deferred Consideration, until the date that Durango ceases to hold (i) Investor no longer owningat least 6,000,000 OpCo Units or 6,000,000 shares of Class C Common Stock (in each case, subject to appropriate adjustment in the event of any split, combination, reclassification, recapitalization or other similar event) or (xii) prior if such OpCo Units and shares of Class C Common Stock have been exchanged pursuant to consummation the terms of an IPOthe Third Amended and Restated Limited Partnership Agreement of Purchaser (as may be amended from time to time), at least ten percent (10%) 6,000,000 shares of Class A Common Stock, par value $0.0001 per share, of the outstanding limited liability company interests Parent (subject to appropriate adjustment in the event of the Company (“GSRP Common Equity”) any split, combination, reclassification, recapitalization or (y) following consummation of an IPO, at least ten percent (10%) of the outstanding shares of common stock of GSRP Holdings (collectively, the “Equity Threshold”other similar event), and Durango shall have the right to appoint one (ii1) the consummation of a Sale, the Investor shall be entitled to designate one nonvoting non-voting board observer to the GSRP Board (the “Pre-IPO Board Observer”) until the consummation of an IPO, and after the consummation of an IPO one nonvoting board observer to the GSRP Holdings Board (together with Pre-IPO Board Observer, the “Board Observer”) to the board of directors of the Parent (the “Board of Directors”). The Durango shall notify the Parent in writing of the name of any Board Observer must prior to designating such Board Observer. The Parent shall have the right to approve any Board Observer, provided that such approval shall not be unreasonably withheld, conditioned or delayed with respect to any Board Observer that, at the time of designation by Durango, such person is an employee of a MSEP Person (1) as defined in the MIPA), Durango or any of its affiliates. Any Board Observer appointed pursuant to this Agreement shall enter into a board observer agreement with confidentiality obligations in the form attached hereto as Exhibit A, (2) not be engaged in any activities that are competitive to the GSRP Entities (other than general investment activities by the Investor and its controlled affiliates in the ordinary course of its business) and (3) the service of such individual as a Board Observer shall not otherwise violate Applicable Law and the listing rules of any National Securities Exchange on which the shares of common stock of GSRP Holdings are listed. If the Board Observer resigns or is removed from GSRP Board or GSRP Holdings Board or is unable to serve as the Board Observer due to death or disability, and at such time the Investor continues to be entitled to designate a Board Observer, the Investor A. Durango shall have the right to designate remove and/or replace a successor who shall be appointed Board Observer at any time by providing written notice of such removal and/or replacement to the GSRP Board or GSRP Holdings Board, as applicable, as promptly as practicable following the designation thereof and Parent. In no event shall be treated as the Board Observer for all purposes (i) be deemed to be a member of the Board of Directors, (ii) without limitation of the obligations expressly set forth in this Letter Agreement, have or be deemed to have, or otherwise be subject to, any duties (fiduciary or otherwise) to the Parent, Purchaser or their respective equity holders, affiliates and representatives, or (iii) have the right to vote on, or consent to, any matters presented to the Board of Directors or propose or offer any motions or resolutions to the Board of Directors. GSRP or GSRP Holdings, as applicable, shall (A) give The presence of the Board Observer shall not be required for purposes of establishing a quorum at any meeting of the Board of Directors. (b) The Parent shall provide the Board Observer (i) notice of the applicable meeting or action taken by written consent at the same time and in the same manner as notice is given to the members of the GSRP Board or GSRP Holdings Board, as applicabledirectors, (Bii) provide the Board Observer with access to all materials and other information given to the members of the GSRP Board or GSRP Holdings Board, as applicable, directors in connection with such meetings or actions taken by written consent at the same time and in the same manner as such materials and information are furnished to members of the GSRP Board or GSRP Holdings Board, as applicabledirectors, and (Ciii) provide the Board Observer with all rights to attend such meetings as a member of the GSRP Board or GSRP Holdings Board, as applicableare provided to directors. Notwithstanding the foregoing, the GSRP Board or GSRP Holdings Board of Directors may exclude the Board Observer from the relevant portion of any meeting of the Board of Directors or any committee (and from receiving information provided to other members of the GSRP Board or GSRP Holdings Boarddirectors) to the extent such information or meeting involves a matter that creates, or otherwise relates to to, any conflicts of interest between the InvestorDurango, its affiliates or the Board Observer, on the one hand, and the GSRP Kinetik Entities, on the other hand, or that would otherwise violate Applicable Law applicable law (provided that any such exclusion shall only apply to such portion of such material or meeting which would relate to the listing rules conflicts of interest). The Parent reserves the right to exclude the Board Observer from access to any National Securities Exchange materials, information or meeting or portion thereof if the Board of Directors determines, in its reasonable good faith discretion, that such access would cause the loss of the attorney-client privilege protection otherwise afforded to any such information or prevent the directors from engaging in attorney-client privileged communication (provided that any such exclusion shall only apply to such portion of such material or meeting which would be required to preserve such privilege). Durango shall not (x) exercise any control over Parent, Purchaser or their respective affiliates through the Board Observer, or (y) act or otherwise represent himself or herself as an employee of the Parent, Purchaser or their respective subsidiaries. The Parent shall notify the Board Observer if the Parent has withheld any such information or excluded such representative from any such meeting pursuant to the preceding sentence. The Board Observer shall not have any individual authority to assume or create any commitment or obligation on which behalf of, or to bind, the shares of common stock of GSRP Holdings are listedKinetik Entities.

Board Observer. Until (a) Subject to the earlier of limitations set forth in this Section 4.08, Purchaser shall have the right to designate one (i1) Investor no longer owning, (x) prior individual as an observer to consummation of an IPO, at least ten percent (10%) attend each meeting of the outstanding limited liability company interests Board of Directors (each, an “Observer”) in a non-voting capacity, effective as of the Company (“GSRP Common Equity”) or (y) following consummation of an IPO, at least ten percent (10%) of the outstanding shares of common stock of GSRP Holdings (collectively, the “Equity Threshold”), and (ii) Closing. Prior to the consummation of any direct or indirect Change in Control of the Parent, each Observer must be a Salemember of the senior management of the Purchaser, Parent, HNA or of any wholly-owned operating Subsidiary of HNA (other than any HNA Trading Affiliates). The initial Observer on the Investor Closing Date shall be entitled to designate one nonvoting board observer to the GSRP Board Xxxxx Xxx (Qijie Sun - 孙奇杰) (the “Pre-IPO Board Observer”) until the consummation of an IPO, and after the consummation of an IPO one nonvoting board observer to the GSRP Holdings Board (together with Pre-IPO Board Observer, the “Board Initial Observer”). The Board Following the consummation of any direct or indirect Change in Control of the Parent, each Observer must be (1i) enter into a board observer agreement person who was a member of the senior management of the Purchaser or Parent prior to the consummation of such Change in Control of the form attached hereto as Exhibit APurchaser (including the Initial Observer), (2ii) not be engaged in a person who is a member of the senior management of HNA or of any activities that are competitive to the GSRP Entities wholly-owned operating Subsidiary of HNA (other than general investment activities any HNA Trading Affiliates) or (iii) any other person who is reasonably acceptable to the Company. Subject to this Section 4.08(a), such Observer shall have the right to receive notice of and the right to attend all meetings of the Board of Directors, and access to all information or written materials available to members of the Board of Directors, at substantially the same time as such notice or access is provided to the Board of Directors. Such Observer shall also have the right to receive, promptly after execution, a copy of any written consents in lieu of a meeting executed by the Investor and its controlled affiliates in the ordinary course Board of its business) and (3) the service of such individual as a Board Observer shall not otherwise violate Applicable Law and the listing rules of any National Securities Exchange on which the shares of common stock of GSRP Holdings are listedDirectors. If the Board initial Observer resigns or is removed from GSRP Board or GSRP Holdings Board or is unable to serve as the Board Observer due to death or disability, and at attend any such time the Investor continues to be entitled to designate a Board Observermeeting, the Investor Purchaser shall have the right to designate a successor who shall be appointed substitute Observer upon prior written notice to the GSRP Board or GSRP Holdings Boardof Directors. Purchaser shall cause any such Observer to treat any Confidential Information provided to such Observer in accordance with Section 4.10 and to enter into a customary confidentiality agreement with the Company. Additionally, as applicable, as promptly as practicable following the designation thereof and shall be treated as the Board of Directors may reserve the right, according to its good faith determination, to withhold any information and to exclude any Observer for all purposes of this Letter Agreement. GSRP or GSRP Holdings, as applicable, shall (A) give the Board Observer notice of the applicable from any meeting or action taken by written consent at the same time a portion thereof if and in the same manner as notice is given to the members of the GSRP Board or GSRP Holdings Board, as applicableextent, (Bi) provide the Board Observer with access to all materials and other information given to the members of the GSRP Board or GSRP Holdings Board, as applicable, in connection with such meetings or actions taken by written consent at the same time and in the same manner as such materials and information are furnished to members of the GSRP Board or GSRP Holdings Board, as applicable, and (C) provide the Board Observer with all rights to attend such meetings as a member of the GSRP Board or GSRP Holdings Board, as applicable. Notwithstanding the foregoing, the GSRP Board or GSRP Holdings Board may exclude the Board Observer from the relevant portion of any meeting (and from receiving information provided to other members of the GSRP Board or GSRP Holdings Board) to the extent such information or attendance at such meeting relates could result in the loss of the attorney-client privilege between the Company or any of its Subsidiaries and their respective counsel or the loss of protection of any trade secret, (ii) in the good faith determination of the Board of Directors, such withholding or exclusion is required for the Company or its Subsidiaries to comply with any applicable Law or (iii) appropriate due to any conflicts actual or potential conflict of interest between the Investor, Company and/or any of its affiliates or the Board ObserverSubsidiaries, on the one hand, and the GSRP EntitiesPurchaser and/or its Affiliates, on the other or would otherwise violate Applicable Law or hand. (b) The Company’s obligations under this Section 4.08 with respect to any Observer shall terminate and the listing rules Purchaser shall have no designation rights hereunder with respect to such Observer if the Purchaser and its Permitted Transferees, collectively, cease to Beneficially Own the Minimum Ownership Threshold for a period of any National Securities Exchange on which at least twenty (20) Business Days after the Company publicly discloses the total number of outstanding shares of common stock the Company Common Stock and, based on such total, the Purchaser and its Permitted Transferees, collectively, no longer Beneficially Own the Minimum Ownership Threshold (such period, the “Ownership Cure Period”). For the avoidance of GSRP Holdings are listeddoubt, notwithstanding anything in this Agreement to the contrary, Third-Party transferees of shares of Company Common Stock shall not have any rights pursuant to this Section 4.08. (c) Nothing herein shall prohibit the Board of Directors from taking any action proposed to be taken at any meeting thereof or by written consent.

Board Observer. Until Following the earlier execution of investment agreements in accordance with Section 6.1(a) (i) Investor no longer owning, (x) prior to consummation of an IPO, at least ten percent (10%) of the outstanding limited liability company interests of the Company (“GSRP Common Equity”) or (y) following consummation of an IPO, at least ten percent (10%) of the outstanding shares of common stock of GSRP Holdings (collectively, the “Equity Threshold”Investment), and for so long as Astellas or its Affiliates continues to own 100% of PTI’s aggregate issued and outstanding capital stock or instruments convertible or exercisable into capital stock (iiall on an as-converted basis) the consummation issued to Astellas in accordance with Section 6.1(a) (Equity Investment), PTI will permit a representative of a Sale, the Investor shall be entitled to designate one nonvoting board observer to the GSRP Board Astellas (the “Pre-IPO Board Observer”) until the consummation to attend all meetings of an IPOits Board of Directors in a nonvoting observer capacity and, in this respect, will give such representative copies of all notices, minutes, consents, and after the consummation of an IPO one nonvoting board observer other materials that it provides to the GSRP Holdings Board all its outside (together with Prenon-IPO Board Observer, the “Board Observer”). The Board Observer must (1employee) enter into a board observer agreement in the form attached hereto as Exhibit A, (2) not be engaged in any activities that are competitive to the GSRP Entities (other than general investment activities by the Investor and its controlled affiliates in the ordinary course of its business) and (3) the service of such individual as a Board Observer shall not otherwise violate Applicable Law and the listing rules of any National Securities Exchange on which the shares of common stock of GSRP Holdings are listed. If the Board Observer resigns or is removed from GSRP Board or GSRP Holdings Board or is unable to serve as the Board Observer due to death or disability, and at such time the Investor continues to be entitled to designate a Board Observer, the Investor shall have the right to designate a successor who shall be appointed to the GSRP Board or GSRP Holdings Board, as applicable, as promptly as practicable following the designation thereof and shall be treated as the Board Observer for all purposes of this Letter Agreement. GSRP or GSRP Holdings, as applicable, shall (A) give the Board Observer notice of the applicable meeting or action taken by written consent directors at the same time and in the same manner as notice is given provided to the members of the GSRP Board or GSRP Holdings Board, as applicable, (B) provide the Board Observer with access to all materials and other information given to the members of the GSRP Board or GSRP Holdings Board, as applicable, in connection with such meetings or actions taken by written consent at the same time and in the same manner as such materials and information are furnished to members of the GSRP Board or GSRP Holdings Board, as applicable, and (C) provide the Board Observer with all rights to attend such meetings as a member of the GSRP Board or GSRP Holdings Board, as applicabledirectors. Notwithstanding the foregoing, the GSRP Observer right granted in this Section 6.1(b) (Board Observer) will terminate in the event that (1) Astellas ceases to hold 100% of PTI’s aggregate issued and outstanding capital stock or GSRP Holdings Board may exclude the Board instruments convertible or exercisable into capital stock (all on an as-converted basis) issued to Astellas in accordance with Section 6.1(a) (Equity Investment), or (2) there occurs a Change of Control of PTI or an initial public offering of PTI securities. The Observer from the relevant portion of any meeting (and from receiving will execute a customary CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Confidential confidentiality agreement pursuant to which he or she would agree to hold in confidence all information provided to other members of him or her in his or her capacity as an Observer. PTI may withhold any information and exclude the GSRP Board Observer from any meeting or GSRP Holdings Board) portion thereof if PTI reasonably determines in good faith that access to the extent such information or attendance at such meeting relates to (i) could adversely affect the attorney-client privilege between PTI and its counsel, or (ii) may result in disclosure of trade secrets. In addition, PTI may withhold any conflicts information and exclude the Observer from any meeting or portion thereof for reasonable competitive considerations, such as where PTI reasonably determines in good faith that there is a conflict of interest between the Investor, its affiliates Astellas (or the Observer) and PTI with respect to the subject matter of such information or that is to be discussed at such meeting (or portion thereof). Furthermore, PTI reserves the right to exclude the Observer from any executive, audit, or compensation committee meetings of the Board Observer, on the one hand, and the GSRP Entities, on the other or would otherwise violate Applicable Law or the listing rules of any National Securities Exchange on which the shares of common stock of GSRP Holdings are listedDirectors.

Board Observer. Until For any period during which the earlier of (i) Investor no longer owning, (x) prior Step-Up Rate is in effect pursuant to consummation of an IPO, at least ten percent (10%) of the outstanding limited liability company interests of the Company (“GSRP Common Equity”) or (y) following consummation of an IPO, at least ten percent (10%) of the outstanding shares of common stock of GSRP Holdings (collectivelySection 5.1(c)(iii), the “Equity Threshold”), and Series A Preferred Members (iiacting with Preferred Approval) the consummation of a Sale, the Investor shall be entitled to designate appoint one nonvoting board Board observer to the GSRP Board (the “Pre-IPO Board Observer”) until the consummation of an IPO, and after the consummation of an IPO one nonvoting board observer to the GSRP Holdings Board (together with Pre-IPO Board Observer, the “Board Observer”). The , who shall be entitled to attend any meetings of the Board and participate in any meeting of the Board to the extent any Director would participate; provided that, (i) this Board Observer must right shall automatically terminate at such time as the Step-Up Rate ceases to be in effect pursuant to Section 5.1(c)(iii); (1) enter into a board observer agreement in the form attached hereto as Exhibit A, (2) not be engaged in any activities that are competitive to the GSRP Entities (other than general investment activities by the Investor and its controlled affiliates in the ordinary course of its business) and (3ii) the service of such individual as a Board Observer shall not otherwise violate Applicable Law have any right to vote on any matters before the Board; and the listing rules of any National Securities Exchange on which the shares of common stock of GSRP Holdings are listed. If (iii) the Board Observer resigns or is removed may be excluded from GSRP any meeting of the Board or GSRP Holdings portion thereof (x) to preserve attorney-client work product or similar privilege or (y) if the Board determines, based on advice of outside legal counsel, that there exists, with respect to the subject of a meeting or is unable to serve as Board materials, an actual or conflict of interest between the Board Observer due to death or disabilityand the Company; provided, and at such time the Investor continues to be entitled to designate a Board Observerfurther that, the Investor shall have the Series A Preferred Members right to designate a successor who appoint the Board Observer shall be appointed reinstated at any time in which the Step-Up Rate is in effect pursuant to the GSRP Board Section 5.1(c)(iii). The Company (or GSRP Holdings BoardOfficer or Director, as applicable, as promptly as practicable following the designation thereof and ) shall be treated as provide the Board Observer for with all purposes of this Letter Agreement. GSRP or GSRP Holdings, as applicable, shall (A) give notices and information provided to the Board Observer notice of the applicable meeting or action taken by written consent at the same time and in the same manner as notice is given provided to the members Directors, including notice of all meetings of the GSRP Board or GSRP Holdings Board, as applicable, (B) provide the Board Observer with access actions to all materials and other information given to the members of the GSRP Board or GSRP Holdings Board, as applicable, in connection with such meetings or actions be taken by written consent at in lieu of a meeting. The Board Observer shall be entitled to reimbursement for reasonable out-of-pocket expenses incurred in order to attend meetings of the same time and Board in the same manner as such materials and information are furnished provided to members of the GSRP Board or GSRP Holdings Board, as applicable, and Directors. The Series A Preferred Members (Cacting with Preferred Approval) provide shall have the right to remove and/or replace the Board Observer with all rights at any time by delivering written notice of such removal and/or replacement to attend such meetings as a member the Company or the Board (for the avoidance of the GSRP Board or GSRP Holdings Boarddoubt, as applicable. Notwithstanding the foregoing, the GSRP Board or GSRP Holdings Board may exclude removing the Board Observer from will not prejudice or eliminate the relevant portion of any meeting (and from receiving information provided Series A Preferred Members’ right to other members of the GSRP appoint a subsequent Board or GSRP Holdings Board) to the extent such information or meeting relates to any conflicts of interest between the Investor, its affiliates or the Board Observer, on the one hand, and the GSRP Entities, on the other or would otherwise violate Applicable Law or the listing rules of any National Securities Exchange on which the shares of common stock of GSRP Holdings are listedObserver in accordance with this Section 6.2(o)).