Right to Designate Observer Sample Clauses

Right to Designate Observer. As long as the Investor and any Affiliates, in the aggregate (i) own not less than 35% of the total number of shares of Series C-1 Preferred Stock and Series C-2 Preferred Stock, in the aggregate, originally purchased by it under the Purchase Agreement, (ii) own shares of Common Stock, on a fully diluted basis (assuming the conversion of all outstanding convertible securities and the exercise of all options, warrants and other rights to purchase Common Stock and securities convertible into Common Stock held by them) representing beneficial ownership of more than ten percent (10%) of the outstanding shares of Common Stock, as determined by the Corporation in accordance with Section 13(d) of the Exchange Act and Regulations 13D-G thereunder or (iii) is/are Affiliate(s) of the Company (clauses (i), (ii) or (iii) referred to herein as the “Observer Conditions”), then the Company shall invite a representative of the Investor 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, 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 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 result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company. The Company shall reimburse such designated observer to the Board for all reasonable expenses incurred in connection with his or her work on behalf of the Company, including in respect of their attendance of Board meetings and other Company events consistent with the Company’s then current Board compensation plan. The Investor may unilaterally relinquish its Board observer rights at anytime upon notice to the Company.

Right to Designate Observer. Each of SIG (so long as SIG holds any of the Shares), Morningside (so long as Morningside holds any of the Shares) and Tiger (so long as Tiger holds any of the Shares) may by notice in writing to the Company, designate an observer to attend all meetings (whether in person, telephonic or other) of the board of directors of the Company and of each member of the Group Companies, including all committees thereof (if any), in a non-voting observer capacity, and the Company shall provide to SIG, Morningside and Tiger, concurrently with and in the same manner as distributed to the directors or other voting members of the respective board, copies of all meeting notices, agendas, board materials, information, draft resolutions, proposed actions by written consent, and other communications so distributed. Notwithstanding the foregoing, the right to designate observer by Tiger shall be automatically terminated upon consummation of an IPO of the Company.