Provention Board of Directors Observer Rights Sample Clauses

Provention Board of Directors Observer Rights. Until the earlier of (i) the end of the Term of this Agreement, (ii) when Vactech holds less than 10% of the equity of Provention on a fully-diluted basis or (iii) Provention completes an initial underwritten public offering of its securities, Provention shall invite a representative of Vactech, reasonably acceptable to Provention (the “Representative”), to attend and participate in all meetings of the Board of Directors and committees thereof in a non-voting observer capacity; provided, however, (i) that Provention reserves the right to withhold any information and to exclude such Representative from any meeting, or any portion thereof, as is reasonably determined by the Chairman of the Board or a majority of the members of the Board of Directors to be necessary to protect confidentiality of information, avoid a material conflict of interest, or preserve attorney-client privilege; and (ii) that in no event shall the failure to provide the notice described above invalidate in any way any action taken at a meeting of the Board of Directors or a committee thereof, provided however that such failure shall constitute a breach of this Agreement by Provention unless the Representative attends such meeting notwithstanding the failure to provide notice. The initial Representative shall be Dr. Heikki Hyöty. Such Representative shall be entitled to receive the same compensation and reimbursement of expenses granted to members of the Board of Directors generally.