Observer and Information Rights. 12.1. Xxxxxx Xxxxx or another individual designated by Lux Ventures II, L.P. or an Affiliated Entity (“Lux”) (such individual, the “Lux Observer”) shall be invited to attend all meetings of the Board of Directors in a non-voting observer capacity, and the Lux Observer shall have access to all information granted to any director in the capacity as a director of the Company; provided, however, that the Board, in its sole discretion, can exclude the Lux Observer from attendance at such meetings or access to such information if it determines, in good faith, that it is advisable due to potential conflicts of interest or to preserve the attorney-client privilege or for similar reasons. The Lux Observer agrees to hold in confidence and trust and not use or disclose any confidential information provided to or learned by such Lux Observer in connection with the rights provided under this Agreement, in each case other than to Lux in connection with Lux’s monitoring its investment in the Company; provided, that Lux shall be subject to the same restrictions as the Lux Observer with respect to any confidential information provided to or learned by the Lux Observer in connection with the rights provided under this Agreement.
Observer and Information Rights. 42 21 NOTICES ................................................................ 43 21.1 Method .......................................................... 43 21.2 Receipt ......................................................... 43 21.3 Notice to/from Vendors .......................................... 43 21.4 Address of parties .............................................. 43
Observer and Information Rights. In the event that a ------------------------------- representative of Nokia is not elected to the Board of Directors pursuant to Section 2.2, for a period equal to the earlier of 180 days from the date hereof and a Change in Control (as hereinafter defined), the Company shall invite a representative of Nokia to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, management reports and other materials that it provides to its directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and, provided further, that the Company reserves the right to withhold any information and to exclude such representative 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 pose a material conflict of interest (including, but not limited to, disclosure of confidential or proprietary information relating to a direct competitor of Nokia).
Observer and Information Rights. If, and for such time as, the Purchaser owns not less than fifteen percent (15%) of the then outstanding shares of Common Stock, (i) the Purchaser may, at its sole election, appoint a representative reasonably acceptable to the Company to attend all meetings of the Company’s Board of Directors in a nonvoting observer capacity and, in this respect, the Company shall deliver to such representative of the Purchaser copies of all notices, minutes, consents, and other materials that it provides to its directors generally, and (ii) the Purchaser shall be entitled to receive access to the Company’s quarterly financial statements and at least semi-annual updates on the status of the Company’s compound developments on or about the same time as provided to the Company’s Board of Directors; provided, however, that in each case, such representative of the Purchaser (and the Purchaser) shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided, and shall cause their respective agents and affiliates, as applicable, to do the same; and provided further, that the Company reserves the right to withhold any information from the representative and the Purchaser and, as applicable, to exclude such representative of the Purchaser 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 result in disclosure of trade secrets or a conflict of interest. In exercising its rights hereunder, the Purchaser expressly acknowledges and agrees that it shall not, and shall cause its agents, affiliates and representatives to not, utilize such information provided hereunder other than for purposes consistent with the Company’s best interests and shall not acquire or dispose of any of the Company’s securities in violation of securities laws.
