Common use of Board Observers Clause in Contracts

Board Observers. Each of Pfizer Inc. (“Pfizer”), S.R. One, Limited (“S.R. One”), AbbVie Inc. (“AbbVie”), Novo Holding A/S (“Novo”), Omega Fund V, L.P. (“Omega”), EcoR1 Capital Fund, L.P. (“EcoR1”) and Xxxxxxx X. Xxxxxxxx (“Xxxxxxxx”) shall have the right, in consultation with the appropriate officers of the Company to appoint one individual to attend any meetings of the Board of Directors in a nonvoting observer capacity, and, in this respect, the Company shall provide each such observer with copies of all notices, minutes, consents, and other materials that are provided to its directors; provided, however, any such information received by such observer shall be subject to the terms and conditions of Section 3.7, and any Investor appointing an observer shall be responsible for any unauthorized use or disclosure of such information by its appointed observer; and provided further, that the Company reserves the right to withhold in its discretion any such information, notice, minutes, consents and other materials and to exclude such 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 a conflict of interest or if such observer is (or represents or is affiliated with) a competitor of the Company. For purposes of this Section 3.5, it is agreed that no Investor that is an investment fund shall be deemed to be a competitor of the Company by reason of the activities of any direct or indirect portfolio company of such Investor. In making a determination as to whether any observer is (or represents or is affiliated with) a competitor for purposes of this paragraph (and with respect to excluding any observer from participation in any meeting or receipt of any information), the Board of Directors shall apply a reasonable and uniform standard so as to not discriminate against any one observer with respect to such determination or with respect to the receipt of such information or participation in any such meeting as compared to any other observer or any other member of the Board of Directors. In making a determination as to whether any observer’s presence would present a conflict of interest, the Board of Directors shall apply a reasonable and uniform standard so as to only request an observer not participate in portions of a meeting due to a conflict of interest to the same extent as it would ask another observer or a board member to not participate in portions of a meeting for a similar conflict of interest. Reimbursement for travel and other expenses incurred by such observers will be at the discretion of the Company provided that any reimbursement policy adopted by the Company will be applied uniformly among all observers.

Board Observers. Each The Borrower shall permit up to two (2) representatives designated by the Requisite Holders (and the Requisite Holders may, at their discretion, elect from time to time to have only one such representative or no such representative) to receive written notice of Pfizer Inc. (“Pfizer”), S.R. One, Limited (“S.R. One”), AbbVie Inc. (“AbbVie”), Novo Holding A/S (“Novo”), Omega Fund V, L.P. (“Omega”), EcoR1 Capital Fund, L.P. (“EcoR1”) and Xxxxxxx X. Xxxxxxxx (“Xxxxxxxx”) shall have the right, in consultation with the appropriate officers of the Company to appoint one individual to attend any all meetings of the Board of Directors in a nonvoting observer capacityof the Borrower (the “Board”), andand of all action proposed to be taken by the Board by written consent, in this respectat the same time as notice thereof is given to the Board, and the Company shall provide each permit such observer with copies of representatives to attend or participate (either in person or by conference telephone) in any and all notices, minutes, consents, and other materials that are provided to its directorssuch meetings as non-voting observers; provided, however, any such information received by that each such observer shall be subject agree to hold in confidence all information provided to the terms and conditions observer, in advance of Section 3.7a meeting, and any Investor appointing an all information discussed at a meeting at which the observer shall be responsible for any unauthorized use or disclosure of such information by its appointed observeris in attendance; and provided furtherfurther provided, that the Company Borrower reserves the right right, exercised in good faith, to withhold in its discretion any such information, notice, minutes, consents and other materials information from the observers and to exclude such observer the observers from any meeting or portion thereof if and to the extent that (a) access to such information or attendance at such meeting could or portion thereof would adversely affect the attorney-client privilege between the Company Borrower and its counsel or a conflict of interest or if such observer is counsel, (or represents or is affiliated withb) a competitor of the Company. For purposes of this Section 3.5, it is agreed that no Investor that is an investment fund shall be deemed access to be a competitor of the Company by reason of the activities of any direct or indirect portfolio company of such Investor. In making a determination as to whether any observer is (or represents or is affiliated with) a competitor for purposes of this paragraph (and with respect to excluding any observer from participation in any meeting or receipt of any information), the Board of Directors shall apply a reasonable and uniform standard so as to not discriminate against any one observer with respect to such determination or with respect to the receipt of such information or participation in any attendance at such meeting as compared or portion thereof could reasonably be expected to any other observer result in disclosure of trade secrets or any other member of the Board of Directors. In making a determination as to whether any observer’s presence would present a conflict of interest, (c) any holder(s) of Notes is the Board subject matter under discussion, (d) same is necessary to discharge the directors’ fiduciary duty, or (e) same is otherwise advised by the Borrower’s counsel in good faith and in the exercise of Directors shall apply a reasonable and uniform standard so as to only request an observer not participate in portions of a meeting due to a conflict of interest to the same extent as it would ask another observer or a board member to not participate in portions of a meeting for a similar conflict of interestprofessional judgment. Reimbursement for travel and other expenses incurred by such observers will be at the discretion of the Company provided that any reimbursement policy adopted by In addition, the Company will be applied uniformly among provide to such observers all observersreports otherwise provided to members of the Board, subject to confidentiality restrictions as aforesaid with respect to all material non-public information included in such reports. Except for observance of the provisions of this Section 2.7, each such representative and the Holder shall owe no duty to the Borrower, its Subsidiaries or its shareholders by reason of such observer rights.

Board Observers. Each So long as the Major Investors (together with their respective Permitted Transferees) own at least five percent (5%) of Pfizer Inc. the issued and outstanding Shares, the Major Investors shall be entitled to designate one (1) individual to be an observer on the Board (a “PfizerBoard Observer”), S.R. Oneprovided, Limited (“S.R. One”), AbbVie Inc. (“AbbVie”), Novo Holding A/S (“Novo”), Omega Fund V, L.P. (“Omega”), EcoR1 Capital Fund, L.P. (“EcoR1”) and Xxxxxxx X. Xxxxxxxx (“Xxxxxxxx”) that such individual must be either a Major Investor or an employee or partner of Summit Partners or its Affiliates. Such Board Observer shall have the right, in consultation with the appropriate officers of the Company right to appoint one individual to (i) attend any all meetings of the Board of Directors in a nonvoting observer capacity, and, in this respect, the Company shall provide each such observer with and any committee thereof and (ii) receive copies of all notices, minutes, consents, materials and other materials that are information provided to the Directors, in each case, subject to any exclusion (x) required to preserve any evidentiary, attorney-client or other legal privilege, (y) required to avoid disclosure that is prohibited by an agreement with a third party or applicable laws or (z) except with respect to any employee or partner of Summit Partners or its directorsAffiliates, required to protect any competitively sensitive information; provided, however, any such information received by such observer that the Board Observer shall be subject comply with the general policies of the Board in effect from time to the terms and conditions of Section 3.7, and any Investor appointing an observer shall be responsible for any unauthorized use time or disclosure of such information by its appointed observer; and provided furtheras set forth in this Agreement, that are applicable to all Directors, including with respect to confidentiality and conflicts of interest. For the Company reserves avoidance of doubt, the Board Observer shall not be a member of the Board, shall not have the right to withhold in its discretion vote on any such information, notice, minutes, consents matter and other materials and to exclude such observer from the attendance of the Board Observer shall not be required for purposes of taking any action at any meeting of the Board or portion for determining the existence of a quorum at any meeting of the Board or any committee thereof if access (but shall be entitled to such information receive expense reimbursement from the Company in his or attendance her capacity as a Board Observer). The Major Investors shall be entitled to replace the Board Observer at such meeting could adversely affect the attorney-client privilege between any time and from time to time upon written notice to the Company and its counsel or a conflict of interest or if such observer is the General Atlantic Shareholder; provided that if, the Major Investors cease to own at least five percent (or represents or is affiliated with5%) a competitor of the Company. For purposes of this Section 3.5, it is agreed that no Investor that is an investment fund shall be deemed to be a competitor of the Company by reason of the activities of any direct or indirect portfolio company of such Investor. In making a determination as to whether any observer is (or represents or is affiliated with) a competitor for purposes of this paragraph (issued and with respect to excluding any observer from participation in any meeting or receipt of any information)outstanding Shares, the Board of Directors Observer shall apply be automatically removed and all rights to appoint a reasonable and uniform standard so as Board Observer pursuant to not discriminate against any one observer with respect to such determination or with respect to the receipt of such information or participation in any such meeting as compared to any other observer or any other member of the Board of Directors. In making a determination as to whether any observer’s presence would present a conflict of interest, the Board of Directors this this Section 4.1(f) shall apply a reasonable and uniform standard so as to only request an observer not participate in portions of a meeting due to a conflict of interest to the same extent as it would ask another observer or a board member to not participate in portions of a meeting for a similar conflict of interest. Reimbursement for travel and other expenses incurred by such observers will be at the discretion of the Company provided that any reimbursement policy adopted by the Company will be applied uniformly among all observersimmediately terminate.

Board Observers. Each of Pfizer Inc. MM shall be permitted to designate up to three non-voting observers to the Board (each, an “Pfizer”), S.R. One, Limited (“S.R. One”), AbbVie Inc. (“AbbVie”), Novo Holding A/S (“Novo”), Omega Fund V, L.P. (“Omega”), EcoR1 Capital Fund, L.P. (“EcoR1Observer”) and Xxxxxxx X. Xxxxxxxx (“Xxxxxxxx”) any committee thereof, who shall have the rightright to attend, in consultation with the appropriate officers of the Company to appoint one individual to attend any contribute to, speak at and observe, but not vote at, meetings of the Board and any committee thereof; provided that each Observer shall be an individual employed by an Affiliate of Directors MM. Each Observer shall have the right to attend such meetings in a nonvoting observer capacityperson or by conference call, and, in this respect, videoconference or similar technology and have full access to any materials distributed to the Company shall provide each such observer with copies of all notices, minutes, consents, and other materials that are provided to its directorsBoard or any committee thereof; provided, however, any such information received by such observer shall be subject to the terms and conditions of Section 3.7, and any Investor appointing an observer shall be responsible for any unauthorized use or disclosure of such information by its appointed observer; and provided further, that the Company reserves the right to withhold in its discretion exclude each Observer from access to any such information, notice, minutes, consents and other materials and to exclude such observer from any material or meeting or portion thereof if access the Board determines in good faith that such exclusion is reasonably necessary to such information preserve any applicable legal privilege. Each Observer shall be entitled to notice of all meetings of the Board or attendance any committees thereof in the same manner and at such meeting could adversely affect the attorney-client privilege between same time as notice is sent to, and shall be sent copies of all notices, reports, minutes, resolutions, consents and other documents at the Company time and its counsel or a conflict of interest or if such observer is in the manner as they are provided to (or represents or is affiliated withmade available to) a competitor members of the Company. For purposes of this Section 3.5Board or any committees thereof, it is agreed that no Investor that is an investment fund shall be deemed to be a competitor of the Company by reason of the activities of any direct or indirect portfolio company of such Investor. In making a determination as to whether any observer is (or represents or is affiliated with) a competitor for purposes of this paragraph (and except with respect to excluding any observer information from participation in any meeting or receipt of any information), which the Board of Directors shall apply a reasonable and uniform standard so as has determined in good faith to not discriminate against any one observer with respect to such determination or with respect exclude from each Observer pursuant to the receipt of such information or participation proviso in any such meeting as compared the foregoing sentence. Each Observer shall be required to any other observer or any other member of the Board of Directors. In making execute a determination as to whether any observer’s presence would present a conflict of interest, the Board of Directors shall apply a reasonable and uniform standard so as to only request an observer not participate in portions of a meeting due to a conflict of interest confidentiality agreement reasonably acceptable to the same extent as it would ask another observer Company prior to attending such meetings or a board member receiving any written materials to not participate in portions of a meeting for a similar conflict of interestbe discussed at such meetings. Reimbursement for travel and other expenses incurred by such observers will be MM may replace each Observer at any time upon written notice to the discretion of the Company provided that any reimbursement policy adopted by the Company will be applied uniformly among all observersBoard.

Board Observers. Each of Pfizer Inc. (“Pfizer”)During the Initial Board Period, S.R. One, Limited (“S.R. One”), AbbVie Inc. (“AbbVie”), Novo Holding A/S (“Novo”), Omega Fund V, L.P. (“Omega”), EcoR1 Capital Fund, L.P. (“EcoR1”) and Xxxxxxx X. Xxxxxxxx (“Xxxxxxxx”) the Investors shall have the right, in consultation with but not the appropriate officers of the Company obligation, to appoint one individual up to attend any two representatives to be present (whether in person or by telephone) at all meetings of the Board and the compensation committee thereof, one of Directors in a nonvoting observer capacity, and, in this respect, the Company shall provide each such observer with copies of all notices, minutes, consents, and other materials that are provided to its directors; provided, however, any such information received by such observer shall be subject to the terms and conditions of Section 3.7, and any Investor appointing an observer shall be responsible for any unauthorized use or disclosure of such information by its appointed observer; and provided further, that the Company reserves which will also have the right to withhold be present (whether in its discretion any such information, notice, minutes, consents and other materials and to exclude such observer from any meeting person or portion thereof if access to such information or attendance by telephone) at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or a conflict of interest or if such observer is (or represents or is affiliated with) a competitor all meetings of the Company. For purposes audit committee of this Section 3.5the Board (each, it is agreed a “Board Observer” and, together, the “Board Observers”); provided that no Investor that is an investment fund (A) the Investors’ right to have Board Observers shall be deemed to be decreased, on a one-for-one basis, by the number of Investor Designees serving on the Board, and (B) an officer, director or employee of a competitor of the Company in one of its principal lines of business, as determined in good faith by reason the Company, shall not be eligible to serve as a Board Observer. The Investors shall choose such Board Observers based on the vote of all Common Shares and Warrant Shares held by them on an as-converted basis. Once appointed, the Company shall send to each such Board Observer all of the activities of any direct or indirect portfolio company of such Investor. In making a determination as to whether any observer is notices, information and other materials (or represents or is affiliated withincluding meeting notices and agendas) a competitor for purposes of this paragraph (and with respect to excluding any observer from participation in any meeting or receipt of any information), the Board of Directors shall apply a reasonable and uniform standard so as to not discriminate against any one observer with respect to such determination or with respect that are distributed to the receipt of such information or participation in any such meeting as compared to any other observer or any other member members of the Board and the compensation committee thereof, all at the same time and in the same manner as such notices, agenda, information and other materials are provided to the members of Directorsthe Board. In making Notwithstanding the foregoing, any Board Observer may be prohibited from attending a determination as to whether any observer’s presence would present a conflict meeting of interest, the Board or any committees thereof or receiving notices, agenda, information or materials to preserve any attorney-client privilege or to prevent any breach of Directors shall apply a reasonable and uniform standard so as to only request an observer not participate in portions of a meeting due to a conflict of interest to the same extent as it would ask another observer or a board member to not participate in portions of a meeting for a similar conflict of interest. Reimbursement for travel and other expenses incurred by such observers will be at the discretion of contract with any third party regarding non-disclosure, provided that the Company provided is advised by legal counsel that taking such action is necessary to preserve any reimbursement policy adopted by the Company will be applied uniformly among all observerssuch privilege or prevent any such breach.