Common use of Observers Clause in Contracts

Observers. For so long as a Stockholder beneficially owns Voting Stock representing at least 5% of the outstanding shares of Common Stock (on an as-converted basis), such Stockholder shall be entitled to appoint one individual to attend and observe meetings of the Board or any committee thereof in a non-voting capacity (such individuals, “Observers”). The Observers will be permitted (i) to attend and participate at each meeting of the Board or any committee of which the Stockholder’s Director is a member, and (ii) to receive notice of each meeting of the Board and such committee, each written consent in lieu of a meeting and copies of any materials delivered to the Directors in connection therewith at the same time and in the same manner that such notice and such materials are provided to the Directors. Under no circumstances shall any Observers be counted for purposes of voting, quorum or any other reason or be considered a Director. Each Observer shall agree to maintain the confidentiality of all non-public information and proceedings of the Board pursuant to the terms and conditions of a confidentiality agreement in the form attached hereto as Exhibit A. Notwithstanding any rights to be granted or provided to the Observers hereunder, the Company may exclude an Observer from access to any Board or committee materials or information or meeting or portion thereof or written consent if the Board or applicable committee determines, in good faith, that including such Observer in discussions relating to such determination (but not requiring the affirmative vote of such Observer) and/or that such access would reasonably be expected to (i) adversely affect the attorney-client privilege between the Company, the Board or any committee thereof and such Person’s counsel, (ii) result in a conflict of interest with the Company (other than a conflict of interest with respect to the relevant Stockholder’s ownership interest in the Company or rights under the documents entered into in connection with the Transactions) or (iii) cause the Board (or such committee) to breach its fiduciary duties; provided, that such exclusion shall be limited to the portion of the Board or committee material or information and/or meeting or written consent that is the basis for such exclusion and shall not extend to any portion of the Board or committee material or information and/or meeting or written consent that does not involve or pertain to such exclusion; provided that the Board shall treat all similarly situated Observers equally such that no Observer shall be excluded unless all other Observers whose participation in such meeting of the Board, or portions thereof, or receipt of such information, or portions thereof, would result in a similar concern are also excluded. The decision of the Board (or such committee) shall be final and binding on the parties hereto, and each Stockholder hereby waives any objection to such decision and agrees to cause its applicable Observer to not interpose any objection to any such decision. The Observers will not be entitled to compensation from the Company.

Observers. For so long as The Board may from time to time provide for one or more Observers to participate in a Stockholder beneficially owns Voting Stock representing non-voting capacity at least 5% of the outstanding shares of Common Stock (on an as-converted basis), such Stockholder shall be entitled to appoint one individual to attend and observe meetings of the Board or any committee thereof Committee thereof, as determined by the Board. Notwithstanding the foregoing, any Observer may be excluded from access to only such portion of any Board meetings or the portion of material relating thereto if the applicable Board reasonably determines, in good faith, that such access would result in a nonmaterial conflict of interest due to the relationship between the Company or applicable Subsidiary, as the case may be, and such Observer or, upon advice of counsel to the Board, such exclusion is reasonably necessary to preserve the attorney-voting capacity client privilege or other legal privilege so long as, in each case, such Observer is notified of such determination (it being understood and agreed that, subject to the foregoing, the Company or such individuals, “Observers”applicable Subsidiary will take reasonable steps to minimize any such exclusions). The Observers will be permitted (iNotwithstanding any of the forgoing, at any time that Walgreens ceases to have a right to designate a Director to the Board pursuant to Section 5.1(c)(ii) above and does not already have a right to a representative serving as an Observer pursuant to any other arrangement with the Company, the Company shall invite a representative of Walgreens to attend and participate at each meeting all meetings of the Board or any committee Committee thereof as an Observer and, in this respect, shall give such representative copies of which the Stockholder’s Director is a memberall notices, minutes, consents, and (ii) other materials that it provides to receive notice of each meeting of the Board and such committee, each written consent in lieu of a meeting and copies of any materials delivered to the its Directors in connection therewith at the same time and in the same manner as provided to such Directors; provided, however, that such notice and such materials are provided to the Directors. Under no circumstances shall any Observers be counted for purposes of voting, quorum or any other reason or be considered a Director. Each Observer representative shall agree to maintain hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the confidentiality of all non-public Company reserves the right to withhold any information and proceedings of the Board pursuant to the terms and conditions of a confidentiality agreement in the form attached hereto as Exhibit A. Notwithstanding exclude such representative from any rights to be granted or provided to the Observers hereunder, the Company may exclude an Observer from access to any Board or committee materials or information or meeting or portion thereof or written consent if the Board or applicable committee determines, in good faith, that including such Observer in discussions relating access to such determination (but not requiring the affirmative vote of information or attendance at such Observer) and/or that such access would reasonably be expected to (i) meeting could adversely affect the attorney-client privilege between the Company, the Board Company and its counsel or any committee thereof and such Person’s counsel, (ii) result in disclosure of trade secrets or a conflict of interest with the Company (other than interest; and provided further, that, upon a conflict of interest with respect to the relevant Stockholder’s ownership interest Specified Walgreens Change in the Company or rights under the documents entered into in connection with the Transactions) or (iii) cause the Board (or Control, such committee) to breach its fiduciary duties; provided, that such exclusion shall be limited to the portion of the Board or committee material or information and/or meeting or written consent that is the basis for such exclusion and shall not extend to any portion of the Board or committee material or information and/or meeting or written consent that does not involve or pertain to such exclusion; provided that the Board shall treat all similarly situated Observers equally such that no Observer shall be excluded unless all other Observers whose participation in such meeting of the Board, or portions thereof, or receipt of such information, or portions thereof, would result in a similar concern are also excluded. The decision of the Board (or such committee) shall be final and binding on the parties hereto, and each Stockholder hereby waives any objection to such decision and agrees to cause its applicable Observer to not interpose any objection to any such decision. The Observers will not be entitled to compensation from the Companyattend meetings of any Committee or to receive copies of notices, minutes, consents, and other materials with respect thereto.

Observers. For so long as a Stockholder beneficially owns Voting Stock representing at least 5% The Board shall have the right (but not the obligation) to authorize observers (each an “Observer”, and collectively, the “Observers”) to attend any meeting of the outstanding shares Board, each Subsidiary Governing Body, and each committee of Common Stock the Board and each Subsidiary Governing Body (on an as-converted basiseach such meeting, a “Meeting”), . Each such Stockholder Observer shall be entitled to appoint one individual participate in discussions of any matters presented at any Meeting, but shall not be entitled to attend vote on any such matters. NGR Management, or the applicable Subsidiary of NGR Management, shall give the Observers advance notice of all Meetings and observe meetings all materials given to members of the Board, any Subsidiary Governing Body and any such committee of any of them. Notwithstanding the foregoing, (i) the Board or any committee thereof in a non-voting capacity Subsidiary Governing Body (such individuals, “Observers”). The Observers will be permitted (i) to attend and participate at each meeting of the Board or any committee of which the Stockholderany of them) may restrict any Person’s Director is a member, and (ii) to receive notice of each meeting of the Board and such committee, each written consent in lieu attendance as an Observer at any portion of a meeting and copies of any materials delivered to the Directors in connection therewith at the same time and in the same manner that such notice and such materials are provided to the Directors. Under no circumstances shall any Observers be counted for purposes of voting, quorum or any other reason or be considered a Director. Each Observer shall agree to maintain the confidentiality of all non-public information and proceedings of the Board pursuant to the terms and conditions of a confidentiality agreement in the form attached hereto as Exhibit A. Notwithstanding any rights to be granted or provided to the Observers hereunder, the Company may exclude an Observer from access to any Board or committee materials or information or meeting or portion thereof or written consent Meeting if the Board or applicable committee determinesBoard, in good faith, that including such Observer in discussions relating to such determination any Subsidiary Governing Body (but not requiring the affirmative vote of such Observer) and/or that such access would reasonably be expected to (i) adversely affect the attorney-client privilege between the Company, the Board or any committee thereof and such Person’s of any of them), as applicable, makes a good faith determination, upon advice of outside legal counsel, (ii) result in a conflict of interest with the Company (other than that such Person has a conflict of interest with respect to the relevant Stockholder’s ownership interest in the Company or rights under the documents entered into in connection with the Transactions) or (iii) cause the Board (or subject matter of such committee) to breach its fiduciary duties; provided, that such exclusion shall be limited to the portion of the Board Meeting or committee material or information and/or meeting or written consent that is the basis for attendance by such exclusion and shall not extend to any Person at such portion of the Board Meeting would cause NGR Management or committee material or information and/or meeting or written consent that does not involve or pertain any of its Subsidiaries to such exclusion; provided that lose the Board shall treat all similarly situated Observers equally such that no benefit of protection in respect of what would otherwise be privileged communications, and (ii) the failure of any Observer shall be excluded unless all other Observers whose participation in such to attend any meeting of the Board, any Subsidiary Governing Body or portions thereof, any committee of any of them shall not prevent any such Meeting from proceeding or receipt otherwise affect the validity of such information, Meeting or portions thereof, would result in a similar concern are also excludedany actions taken at such Meeting. The decision right of the Board (an Observer to observe Meetings is not Transferable or such committee) otherwise assignable to any other Person, and any purported Transfer shall be final and binding on the parties hereto, and each Stockholder hereby waives any objection to such decision and agrees to cause its applicable Observer to not interpose any objection to any such decision. The Observers will not be entitled to compensation from the Companyvoid ab initio.

Observers. For so long as The Board may from time to time provide for one or more Observers to participate in a Stockholder beneficially owns Voting Stock representing non-voting capacity at least 5% of the outstanding shares of Common Stock (on an as-converted basis), such Stockholder shall be entitled to appoint one individual to attend and observe meetings of the Board or any committee thereof in a non-voting capacity (Committee thereof, as determined by the Board. Notwithstanding the foregoing, any Observer may be excluded from access to only such individuals, “Observers”). The Observers will be permitted portion of any Board meetings or the portion of material relating thereto (i) to the extent a Director would similarly be excluded pursuant to this Agreement under the same facts and circumstances, or, (ii) if, upon advice of counsel to the Board, such exclusion is reasonably necessary to preserve the attorney-client privilege or other legal privilege so long as, in each case, such Observer is notified of such determination (it being understood and agreed that, subject to the foregoing, the Company or such applicable Subsidiary will take reasonable steps to minimize any such exclusions and to make alternative arrangements to provide access). Notwithstanding any of the forgoing, at any time that Walgreens ceases to have a right to designate a Director to the Board pursuant to Section 5.1(c)(ii) above and does not already have a right to a representative serving as an Observer pursuant to any other arrangement with the Company, the Company shall invite a representative of Walgreens to attend and participate at each meeting all meetings of the Board or any committee Committee thereof as an Observer and, in this respect, shall give such representative copies of which the Stockholder’s Director is a memberall notices, minutes, consents, and (ii) other materials that it provides to receive notice of each meeting of the Board and such committee, each written consent in lieu of a meeting and copies of any materials delivered to the its Directors in connection therewith at the same time and in the same manner as provided to such Directors; provided, however, that such notice and such materials are provided to the Directors. Under no circumstances shall any Observers be counted for purposes of voting, quorum or any other reason or be considered a Director. Each Observer representative shall agree to maintain hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided (except that such Observer shall be permitted to share such information with Walgreens, subject to execution of a customary confidentiality agreement); and provided further, that, upon a Specified Walgreens Change in Control, such Observer shall not be entitled to attend meetings of any Committee or to receive copies of notices, minutes, consents, and other materials with respect thereto. Notwithstanding any of the confidentiality of all non-public information and proceedings of forgoing, at any time Cigna has a right to designate a Director to the Board pursuant to 5.1(c)(iv), Cigna may elect, at its sole discretion, to have an Observer in lieu of such designated Director for such period of time as Cigna may, in its sole discretion, determine, in which case the terms size of the Board shall be reduced by one (unless and conditions of until Cigna exercises its right to designate a confidentiality agreement in the form attached hereto as Exhibit A. Notwithstanding any rights to be granted or provided to the Observers hereunder, Director) and the Company may exclude an Observer from access shall invite a representative of Cigna to any Board or committee materials or information or meeting or portion thereof or written consent if the Board or applicable committee determines, in good faith, that including such Observer in discussions relating to such determination (but not requiring the affirmative vote attend all meetings of such Observer) and/or that such access would reasonably be expected to (i) adversely affect the attorney-client privilege between the Company, the Board or any committee Committee thereof as an Observer and, in this respect, shall give such representative copies of all notices, minutes, consents, and such Person’s counsel, (ii) result in a conflict of interest with other materials that it provides to its Directors at the Company (other than a conflict of interest with respect to the relevant Stockholder’s ownership interest same time and in the Company or rights under the documents entered into in connection with the Transactions) or (iii) cause the Board (or same manner as provided to such committee) to breach its fiduciary dutiesDirectors; provided, however, that such exclusion representative shall be limited agree to the portion of the Board or committee material or hold in confidence all information and/or meeting or written consent so provided (except that is the basis for such exclusion and shall not extend to any portion of the Board or committee material or information and/or meeting or written consent that does not involve or pertain to such exclusion; provided that the Board shall treat all similarly situated Observers equally such that no Observer shall be excluded unless all other Observers whose participation in permitted to share such meeting information with Cigna, subject to execution of the Board, or portions thereof, or receipt of such information, or portions thereof, would result in a similar concern are also excluded. The decision of the Board (or such committee) shall be final and binding on the parties hereto, and each Stockholder hereby waives any objection to such decision and agrees to cause its applicable Observer to not interpose any objection to any such decision. The Observers will not be entitled to compensation from the Companycustomary confidentiality agreement).

Observers. (a) For so long as a Stockholder beneficially owns Voting Stock representing at least 5% of the outstanding shares of Common Stock (on an as-converted basis), such Stockholder shall be entitled to appoint one individual to attend and observe meetings of the Board or any committee thereof in a non-non- voting capacity (such individuals, “Observers”). The Observers will be permitted (i) to attend and participate at each meeting of the Board or any committee of which the Stockholder’s Director is a member, and (ii) to receive notice of each meeting of the Board and such committee, each written consent in lieu of a meeting and copies of any materials delivered to the Directors in connection therewith at the same time and in the same manner that such notice and such materials are provided to the Directors. Under no circumstances shall any Observers be counted for purposes of voting, quorum or any other reason or be considered a Director. Each Observer shall agree to maintain the confidentiality of all non-public information and proceedings of the Board pursuant to the terms and conditions of a confidentiality agreement in the form attached hereto as Exhibit A. Notwithstanding any rights to be granted or provided to the Observers hereunder, the Company may exclude an Observer from access to any Board or committee materials or information or meeting or portion thereof or written consent if the Board or applicable committee determines, in good faith, that including such Observer in discussions relating to such determination (but not requiring the affirmative vote of such Observer) and/or that such access would reasonably be expected to (i) adversely affect the attorney-client privilege between the Company, the Board or any committee thereof and such Person’s counsel, (ii) result in a conflict of interest with the Company (other than a conflict of interest with respect to the relevant Stockholder’s ownership interest in the Company or rights under the documents entered into in connection with the Transactions) or (iii) cause the Board (or such committee) to breach its fiduciary duties; provided, that such exclusion shall be limited to the portion of the Board or committee material or information and/or meeting or written consent that is the basis for such exclusion and shall not extend to any portion of the Board or committee material or information and/or meeting or written consent that does not involve or pertain to such exclusion; provided that the Board shall treat all similarly situated Observers equally such that no Observer shall be excluded unless all other Observers whose participation in such meeting of the Board, or portions thereof, or receipt of such information, or portions thereof, would result in a similar concern are also excluded. The decision of the Board (or such committee) shall be final and binding on the parties hereto, and each Stockholder hereby waives any objection to such decision and agrees to cause its applicable Observer to not interpose any objection to any such decision. The Observers will not be entitled to compensation from the Company. (b) Any Observer appointed by the Charter Stockholder may be removed (with or without cause) from time to time and at any time by the Charter Stockholder upon notice to the Company, any Observer appointed by the Liberty Broadband Stockholder may be removed (with or without cause) from time to time and at any time by the Liberty Broadband Stockholder upon notice to the Company, and any Observer appointed by the Cerberus Stockholder may be removed (with or without cause) from time to time and at any time by the Cerberus Stockholder upon notice to the Company.

Observers. For so long (a) Sponsor Observer. Parent agrees that until such time as a Stockholder Sponsor and its Affiliates no longer beneficially owns Voting Stock representing own at least 51% of the outstanding shares of Parent Common Stock (on an as-converted basis“Sponsor Observer Termination Event”), Sponsor shall have the right, but not the obligation, to designate an individual (any such Stockholder shall be entitled to appoint one individual individual, the “Sponsor Observer”) to attend and observe all meetings of the Board or any committee thereof in a non-voting capacity voting, observer capacity. (b) Greensoil Director Nominee. Parent agrees that until such individuals, time as Greensoil and its Affiliates no longer beneficially own at least 1% of the outstanding shares of Parent Common Stock (“ObserversGreensoil Observer Termination Event”). The Observers will be permitted , Greensoil shall have the right, but not the obligation, to designate an individual (iany such individual, the “Greensoil Observer”) to attend and participate at each meeting all meetings of the Board or any committee of which the Stockholder’s Director is in a membernon-voting, and observer capacity. (iic) Process. Parent shall provide to receive each Designated Observer notice of each meeting any meetings of the Board and such committeeBoard, each written consent in lieu a copy of a the meeting and copies of any materials delivered to the Directors in connection therewith at the same time and in the same manner that such notice and such materials are as provided to the Directors. Under no circumstances shall any Observers be counted for purposes of voting, quorum or any other reason or be considered a Director. Each Observer shall agree to maintain the confidentiality of all non-public information and proceedings members of the Board pursuant in their capacity as such, and shall provide each Designated Observer with the same rights to expense reimbursement that it provides to the terms Designated Directors. Notwithstanding the above, each Designated Observer shall not be entitled to attend and conditions of a confidentiality agreement in the form attached hereto as Exhibit A. Notwithstanding any rights to be granted or provided otherwise participate in, and shall, to the Observers hereunderextent applicable, the Company may exclude an Observer from access waive notice of and recuse themselves from, such meetings or portions thereof and shall not be entitled to receive any Board or committee materials or information or meeting or portion thereof or written consent if the Board or applicable committee determinesinformation, in each case (i) if Parent believes based on the good faithfaith written advice of outside counsel that providing such information would violate applicable Law (in which case Parent shall notify Greensoil and/or Sponsor of such belief and Parent, that including Greensoil and/or Sponsor shall consult and cooperate in good faith in determining whether Parent is legally prohibited from providing such Observer in discussions relating information to such determination Designated Observer), or (but not requiring the affirmative vote of ii) where Parent determines based upon good faith written advice from outside counsel that providing such Observerinformation (A) and/or that such access would reasonably be expected to (i) adversely affect the attorney-jeopardize an attorney- client privilege between the Company, the Board or any committee thereof and such Person’s counsel, (ii) result in cause a conflict loss of interest with the Company (other than a conflict of interest with respect to the relevant Stockholder’s ownership interest in the Company or rights under the documents entered into in connection with the Transactions) attorney work product protection or (iiiB) cause the Board (or such committee) would violate a contractual confidentiality obligation to breach its fiduciary dutiesany third party; provided, that, Parent uses reasonable best efforts and cooperates in good faith with each Designated Observer to develop and implement reasonable alternative arrangements to provide each Designated Observer with the intended benefits of this Section 3.4. (d) No Fidiciary Duties. Parent acknowledges and agrees that such exclusion shall be limited each Designated Observer will not owe any fiduciary duties or any other similar obligations or duties, including in law or equity, to the portion of the Board or committee material or information and/or meeting or written consent that is the basis for such exclusion and shall not extend to any portion of the Board or committee material or information and/or meeting or written consent that does not involve or pertain to such exclusion; provided that the Board shall treat all similarly situated Observers equally such that no Observer shall be excluded unless all other Observers whose participation in such meeting of the BoardParent, its subsidiaries, or portions thereofits stockholders and may act at all times in the best interests of Greensoil or Sponsor, or receipt of such information, or portions thereof, would result in a similar concern are also excluded. The decision of the Board (or such committee) shall be final and binding on the parties hereto, and each Stockholder hereby waives any objection to such decision and agrees to cause its applicable Observer to not interpose any objection to any such decision. The Observers will not be entitled to compensation from the Companyrespectively.

Observers. (a) For so long as a Stockholder beneficially owns Voting Stock representing at least 5% of the outstanding shares of Common Stock (on an as-converted basis), such Stockholder shall be entitled to appoint one individual to attend and observe meetings of the Board or any committee thereof in a non-voting capacity (such individuals, “Observers”). The Observers will be permitted (i) to attend and participate at each meeting of the Board or any committee of which the Stockholder’s Director is a member, and (ii) to receive notice of each meeting of the Board and such committee, each written consent in lieu of a meeting and copies of any materials delivered to the Directors in connection therewith at the same time and in the same manner that such notice and such materials are provided to the Directors. Under no circumstances shall any Observers be counted for purposes of voting, quorum or any other reason or be considered a Director. Each Observer shall agree to maintain the confidentiality of all non-public information and proceedings of the Board pursuant to the terms and conditions of a confidentiality agreement in the form attached hereto as Exhibit A. Notwithstanding any rights to be granted or provided to the Observers hereunder, the Company may exclude an Observer from access to any Board or committee materials or information or meeting or portion thereof or written consent if the Board or applicable committee determines, in good faith, that including such Observer in discussions relating to such determination (but not requiring the affirmative vote of such Observer) and/or that such access would reasonably be expected to (i) adversely affect the attorney-client privilege between the Company, the Board or any committee thereof and such Person’s counsel, (ii) result in a conflict of interest with the Company (other than a conflict of interest with respect to the relevant Stockholder’s ownership interest in the Company or rights under the documents entered into in connection with the Transactions) or (iii) cause the Board (or such committee) to breach its fiduciary duties; provided, that such exclusion shall be limited to the portion of the Board or committee material or information and/or meeting or written consent that is the basis for such exclusion and shall not extend to any portion of the Board or committee material or information and/or meeting or written consent that does not involve or pertain to such exclusion; provided that the Board shall treat all similarly situated Observers equally such that no Observer shall be excluded unless all other Observers whose participation in such meeting of the Board, or portions thereof, or receipt of such information, or portions thereof, would result in a similar concern are also excluded. The decision of the Board (or such committee) shall be final and binding on the parties hereto, and each Stockholder hereby waives any objection to such decision and agrees to cause its applicable Observer to not interpose any objection to any such decision. The Observers will not be entitled to compensation from the Company. (b) Any Observer appointed by the Charter Stockholder may be removed (with or without cause) from time to time and at any time by the Charter Stockholder upon notice to the Company, any Observer appointed by the Qurate Stockholder may be removed (with or without cause) from time to time and at any time by the Qurate Stockholder upon notice to the Company, and any Observer appointed by the Cerberus Stockholder may be removed (with or without cause) from time to time and at any time by the Cerberus Stockholder upon notice to the Company.