Common use of Observers Clause in Contracts

Observers. For so long as Sequoia or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Sequoia shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Sequoia Observer”). For so long as Greenwoods or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Greenwoods shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Greenwoods Observer”). For so long as DST or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, DST shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “DST Observer”). For so long as Walmart or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Walmart shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Walmart Observer”). For so long as JD or any of its Affiliates holds any Preferred Shares or Ordinary Shares, JD shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “JD Observer,” together with the Sequoia Observer, the Greenwoods Observer, the DST Observer and the Walmart Observer, the “Observers”). The Company shall give the Observers copies of all notices, minutes, consents, and other materials that the Company provides to any of the Company’s directors or any members of subcommittees of the Board at the same time and in the same manner as provided to such directors or such members of subcommittees of the Board; provided, however, that the Observers shall agree to hold in confidence all information so provided. Notwithstanding the foregoing, any Observer may be excluded from access to any material or meeting or portion thereof by vote of a majority of the Board if the Company believes, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information or for other similar reasons. The Observers shall be entitled to be reimbursed for all reasonable out-of-pocket expenses incurred in connection with attending board or committee meetings.

Observers. For The Board may from time to time provide for one or more Observers to participate in a non-voting capacity at meetings of the Board or any 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 (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 Sequoia 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 its Affiliates holds the forgoing, at any Preferred Shares or Ordinary Shares issued upon conversion 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 Preferred Shares, Sequoia shall be entitled to appoint one observer Walgreens to attend all meetings of the Board and all subcommittees of the Boardor any Committee thereof as an Observer and, in a non-voting observer capacity (the “Sequoia Observer”). For so long as Greenwoods or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Sharesthis respect, Greenwoods shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Greenwoods Observer”). For so long as DST or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, DST shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “DST Observer”). For so long as Walmart or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Walmart shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Walmart Observer”). For so long as JD or any of its Affiliates holds any Preferred Shares or Ordinary Shares, JD shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “JD Observer,” together with the Sequoia Observer, the Greenwoods Observer, the DST Observer and the Walmart Observer, the “Observers”). The Company shall give the Observers such representative copies of all notices, minutes, consents, and other materials that the Company it provides to any of the Company’s directors or any members of subcommittees of the Board its Directors at the same time and in the same manner as provided to such directors or such members of subcommittees of the BoardDirectors; 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 (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 Observers 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 size of the Board shall be reduced by one (unless and until Cigna exercises its right to designate a Director) and the Company shall invite a representative of Cigna to attend all meetings of the Board or any Committee thereof as an Observer and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its Directors at the same time and in the same manner as provided to such Directors; provided, however, that such representative shall agree to hold in confidence all information so provided. Notwithstanding the foregoingprovided (except that such Observer shall be permitted to share such information with Cigna, any Observer may be excluded from access subject to any material or meeting or portion thereof by vote execution of a majority of the Board if the Company believes, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information or for other similar reasons. The Observers shall be entitled to be reimbursed for all reasonable out-of-pocket expenses incurred in connection with attending board or committee meetingscustomary confidentiality agreement).

Observers. For so long as Sequoia or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred SharesPrior to an IPO, Sequoia the FS Entities, collectively, shall be entitled to appoint one observer have two observers in addition to attend the FS Director (the "FS Observers") at all regular and special meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Sequoia Observer”). For for so long as Greenwoods or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Sharesthe FS Entities, Greenwoods shall be entitled to appoint one observer to attend all meetings collectively, beneficially own Common Stock representing at least 7.5% of the Board outstanding Common Stock. Prior to an IPO and all subcommittees of the Board, in a non-voting observer capacity (the “Greenwoods Observer”). For solely for so long as DST or any needed by DLJ, upon the advice of counsel, to maintain its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, DST shall be entitled qualification as a "Venture Capital Operating Company" pursuant to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “DST Observer”). For so long as Walmart or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Walmart shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Walmart Observer”). For so long as JD or any of its Affiliates holds any Preferred Shares or Ordinary Shares, JD shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “JD Observer,” together with the Sequoia ObserverSection 29 C.F.R. Section 2510.3, the Greenwoods ObserverDLJ Investors, the DST Observer and the Walmart Observer, the “Observers”). The Company shall give the Observers copies of all notices, minutes, consents, and other materials that the Company provides to any of the Company’s directors or any members of subcommittees of the Board at the same time and in the same manner as provided to such directors or such members of subcommittees of the Board; provided, however, that the Observers shall agree to hold in confidence all information so provided. Notwithstanding the foregoing, any Observer may be excluded from access to any material or meeting or portion thereof by vote of a majority of the Board if outstanding Restricted Securities held by the Company believesDLJ Investors, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information or for other similar reasons. The Observers shall be entitled to have one observer (the "DLJ Observer", and together with the FS Observers and the CalPERS Observer referred to below, the "Observers") at all regular and special meetings of the Board for so long as the DLJ Investors, collectively, beneficially own (i) Restricted Securities representing at least 1.0% of the outstanding Common Stock or (ii) a majority in principal amount of the Notes. Prior to an IPO, CalPERS shall be reimbursed entitled to have one observer (the "CalPERS Observer") at all regular and special meetings of the Board for all reasonable so long as CalPERS or its Affiliates beneficially own any shares of Common Stock. The Company shall reimburse each Observer for out-of-pocket expenses incurred expenses, if any, relating to attendance at such meetings and shall reimburse each Material Securityholder for the out-of-pocket expenses, if any , relating to one representative of such Material Securityholder attending each shareholder meeting of the Company. Each Observer shall be entitled to receive the same notice of any such meeting as any director, and shall have the right to participate therein, but shall not have the right to vote on any matter or to be counted for purposes of determining whether a quorum is present thereat. In addition, each Observer shall have the right to receive copies of any action proposed to be taken by written consent of the Board without a meeting. Notwithstanding the foregoing, no action of the Board duly taken in connection accordance with attending board the laws of the State of Delaware, the Certificate of Incorporation and the By-Laws shall be affected by any failure to have provided notice to any Observer of any meeting of the Board or the taking of action by the Board without a meeting. Any Observer may be required by the Board to temporarily leave a meeting of the Board if the presence of such Observer at the meeting at such time would prevent the Company from asserting the attorney-client or other privilege with respect to matters discussed before the Board at such time. The FS Entities agree to cause the FS Observers to keep any matters observed or materials received by them at any meeting of the Board strictly confidential, subject to applicable law. The DLJ Investors agree to cause the DLJ Observer to keep any matters observed or materials received by him or her at any meeting of the Board strictly confidential, subject to applicable law. CalPERS agrees to cause the CalPERS Observer to keep any matters observed or materials received by him or her at any meeting of the Board strictly confidential, subject to applicable law. With respect to each committee meetingsof the Board for which BLUM xx the FS Entities agrees in writing to waive its right set forth in Section 4.1(g) hereto, BLUM xx the FS Entities, as the case may be, shall be entitled to have one observer at all meetings of such committee (provided that BLUM xx the FS Entities, as the case may be, shall at such time be entitled to designate at least one director to the Board pursuant to Section 4.1 hereto). Each such observer shall be entitled to receive the same notice of any such meeting as any director that is a member thereof, and shall have the right to participate therein, but shall not have the right to vote on any matter or to be counted for purposes of determining whether a quorum is present thereat. In addition, each such observer shall have the right to receive copies of any action proposed to be taken by written consent of such committee without a meeting. Notwithstanding the foregoing, no action of the such committee duly taken in accordance with the laws of the State of Delaware, the Certificate of Incorporation and the By-Laws shall be affected by any failure to have provided notice to any observer of any meeting of such committee or the taking of action by such committee without a meeting. Any such observer may be required by such committee to temporarily leave a meeting of the committee if the presence of such observer at the meeting at such time would prevent the Company from asserting the attorney-client or other privilege with respect to matters discussed before the committee at such time. BLUM xxxees to cause any observer designated by it to keep any matters observed or materials received by him or her at any meeting of such committee strictly confidential. The FS Entities agree to cause the any observer designated by it to keep any matters observed or materials received by them at any meeting of such committee strictly confidential.

Observers. For BWSF, for so long as Sequoia it is a Substantial Holder and holds any Series A Preferred Stock, SG, for so long as it is a Substantial Holder and holds any Series A Preferred Stock or Series B Preferred Stock, RRH, for so long as RRH is a Substantial Holder and holds any Series B Preferred Stock, QuestMark, for so long as QuestMark is a Substantial Holder and holds any Series C Preferred Stock, and GEPT, for so long as GEPT is a Substantial Holder and holds any Series C Preferred Stock, may each from time to time appoint a representative to attend meetings of the Board of Directors of the Company or any committee thereof as an observer (the "BWSF Observer", the "SG Observer", the "RRH Observer", the "QuestMark Observer" and the "GEPT Observer", respectively). Neither the holders of its Affiliates holds the Series A Preferred Stock, the holders of Series B Preferred Stock, the holders of Series C Preferred Stock, the BWSF Observer, the SG Observer, the RRH Observer, the QuestMark Observer nor the GEPT Observer, however, shall have any Preferred Shares duties, responsibilities or Ordinary Shares issued upon conversion liability by virtue of Preferred Shares, Sequoia attendance at such meetings or the failure to attend the same. The parties agree that the Founder shall be entitled to appoint one observer observers to attend all meetings of the Board and all subcommittees of Directors of the Board, in a non-voting observer capacity Company or any committee thereof as he deems appropriate (the “Sequoia Observer”). For so long as Greenwoods "Founder Observers") which Founder Observers shall not have any duties, responsibilities or any liability by virtue of its Affiliates holds any Preferred Shares attendance at such meetings or Ordinary Shares issued upon conversion of Preferred Shares, Greenwoods shall be entitled to appoint one observer the failure to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Greenwoods Observer”). For so long as DST or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, DST shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “DST Observer”). For so long as Walmart or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Walmart shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Walmart Observer”). For so long as JD or any of its Affiliates holds any Preferred Shares or Ordinary Shares, JD shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “JD Observer,” together with the Sequoia Observer, the Greenwoods Observer, the DST Observer and the Walmart Observer, the “Observers”). The Company shall give the Observers copies of all notices, minutes, consents, and other materials that the Company provides to any of the Company’s directors or any members of subcommittees of the Board at the same time and in the same manner as provided to such directors or such members of subcommittees of the Board; provided, however, that the Observers shall agree to hold in confidence all information so provided. Notwithstanding the foregoing, any Observer may be excluded from access to any material or meeting or portion thereof by vote of a majority of the Board if the Company believes, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information or for other similar reasons. The Observers shall be entitled to be reimbursed for all reasonable out-of-pocket expenses incurred in connection with attending board or committee meetingssame.

Observers. For Each Purchaser who purchases at least 531,915 shares of Series A Convertible Preferred Stock, and so long as Sequoia such Purchaser continues to beneficially own at least 531,915 shares of Series A Convertible Preferred Stock or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred SharesCommon Stock (as adjusted for a Recapitalization Event), Sequoia may designate one person to serve as an observer (an "OBSERVER"). An observer shall be entitled (i) to appoint one observer receive the same notice in respect of all meetings (both regular and special) of the Board of Directors and each committee thereof (other than the Audit Committee and Compensation Committee) as required to be furnished to members of the Board of Directors of such committee by law or by the Certificate of Incorporation or the Bylaws of the Company, (ii) to attend all meetings of the Board of Directors and each committee thereof (other than the Audit Committee and Compensation Committee), (iii) to receive all subcommittees information and reports which are furnished to members of the BoardBoard of Directors and each committee thereof (including the Audit Committee and Compensation Committee) at the time so furnished, and (iv) to participate in a non-voting observer capacity (the “Sequoia Observer”). For so long as Greenwoods or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Greenwoods shall be entitled to appoint one observer to attend all discussions conducted at meetings of the Board of Directors and each committee thereof (other than the Audit Committee and Compensation Committee). In the event that the directors are discussing or voting on matters that directly relate to any business dealings between the Company and (i) any Purchaser beneficially owning at least 531,915 shares of Series A Convertible Preferred Stock or (ii) any other vendor that competes with a Purchaser that has observer rights hereunder, the Board may recuse all subcommittees (but not less than all) of the Board, in a non-voting observer capacity (the “Greenwoods Observer”)Observers until such matters have been concluded. For so long as DST or An Observer may share any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, DST shall be entitled to appoint one observer to attend all information gained from presence at such meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “DST Observer”). For so long as Walmart or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Walmart shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Walmart Observer”). For so long as JD or any of its Affiliates holds any Preferred Shares or Ordinary Shares, JD shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “JD Observer,” together with the Sequoia Purchaser that designated such Observer and such Purchaser's employees, officers, directors, attorneys and advisors (collectively, the "PURCHASER'S REPRESENTATIVES"), but such information shall otherwise be kept confidential by the Observer, Purchaser and Purchaser's Representatives to the Greenwoods Observer, the DST Observer and the Walmart Observer, the “Observers”). The Company shall give the Observers copies of all notices, minutes, consents, and same extent that financial information or other materials that confidential information with regard to the Company provides to any of the Company’s directors or any members of subcommittees of the Board at the same time and in the same manner as provided to such directors or such members of subcommittees of the Board; provided, however, that the Observers shall agree to hold in confidence all information so provided. Notwithstanding the foregoing, any Observer may be excluded from access to any material or meeting or portion thereof by vote of a majority of the Board if the Company believes, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information or for other similar reasons. The Observers shall be entitled required to be reimbursed for all reasonable out-of-pocket expenses incurred kept confidential in connection accordance with attending board or committee meetingsSECTION 7.3.

Observers. For Each of the Key Investor Stockholders, Resource America, Xxxxxxxx and Constitution shall have the right, for so long as Sequoia such Key Investor Stockholder, Resource America, Xxxxxxxx or any Constitution (together with each of its their respective Affiliates holds any Preferred and Permitted Transferees) continues to hold at least five percent (5%) of the Common Stock acquired by such Key Investor Stockholder, Resource America, Xxxxxxxx or Constitution (including, for purposes of such calculation, the number of Common Shares or Ordinary Shares issued issuable upon conversion of all Preferred SharesStock, Sequoia shall be entitled if any, owned by such Key Investor Stockholder, Resource America, Xxxxxxxx or Constitution without regard to appoint any limitations on conversion that may apply pursuant to the terms of the Preferred Stock) in the Private Placement, to designate one observer (1) person (in addition to any Director designated by such Key Investor Stockholder, Xxxxxxxx or Constitution) to receive Board materials and to attend all meetings of the Board and all subcommittees and, with respect only to the Key Investor Stockholders, to the board of directors of any Subsidiary of the BoardCompany and any committee thereof in which that Key Investor Stockholder’s Investor Designee serves, in a non-voting observer capacity each case as observers (the each, an “Sequoia Observer”). For so long as Greenwoods or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Greenwoods shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Greenwoods Observer”). For so long as DST or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, DST shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “DST Observer”). For so long as Walmart or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Walmart shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Walmart Observer”). For so long as JD or any of its Affiliates holds any Preferred Shares or Ordinary Shares, JD shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “JD Observer,” together with the Sequoia Observer, the Greenwoods Observer, the DST Observer and the Walmart Observer, the “Observers”). The Company shall give the Observers copies of all notices, minutes, consents, and other materials that the Company provides to any of the Company’s directors or any members of subcommittees of the Board at the same time and in the same manner as provided to such directors or such members of subcommittees of the Board; provided, however, that the Observers will not be directors and shall agree to hold in confidence all information so provided. Notwithstanding the foregoing, any Observer may be excluded from access to any material or meeting or portion thereof by vote of a majority attend meetings of the Board if and any committee thereof solely as observers, and will not participate or have any voting rights to which directors are entitled. Each Key Investor Stockholder, Resource America, Xxxxxxxx and Constitution shall have the right to remove and replace its Observer at any time and from time to time. The Company believesshall furnish to each Observer (A) notices of Board of Director (or any applicable committee thereof) meetings no later than, upon advice and using the same form of counselcommunication as, notice of Board of Director (or any applicable committee thereof) meetings are furnished to directors and (B) copies of any materials prepared for meetings of the Board of Directors (or any applicable committee thereof) that are furnished to the directors no later than the time such exclusion is reasonably necessary materials are furnished to preserve the attorney-client privilegedirectors; provided that failure to deliver notice, or materials, to protect highly confidential proprietary information or for other similar reasons. The Observers shall be entitled to be reimbursed for all reasonable out-of-pocket expenses incurred such Observer in connection with attending board any such Observer’s right to attend and/or review materials with respect to, any meeting of the Board of Directors (or any applicable committee meetingsthereof) shall not impair the validity of any action taken by the Board of Directors (or any applicable committee thereof) at such meeting. Each Observer shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements of the Company generally applicable to directors or officers of the Company.