Common use of Board Observer Clause in Contracts

Board Observer. (a) The Company shall allow one representative designated by NGP to attend all meetings of the Board in a nonvoting capacity (the “Observer Rights”), and in connection therewith, the Company shall give such representatives copies of all notices, minutes, consents and other materials, financial or otherwise, which the Company provides to its Board; provided, however, that such representative shall sign a confidentiality agreement in a form that is agreeable to both Angeleno and the Company; and provided further that the Company reserves the right to exclude such representative from access to any material or meeting or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege. Notwithstanding anything to the contrary contained herein, if at any time an individual nominated by Angeleno pursuant to Section 5.3(b)(iii) of the ROFR Agreement is not a director of the Company, then at such time the Company shall allow one representative designated by Angeleno to have the same Observer Rights as provided to NGP under this Agreement, subject to fulfillment by such representative of the same conditions imposed upon the representative designated by NGP under this Agreement. (b) GE shall be entitled to receive copies of all materials provided at regular or special meetings of the Board as and when such materials are provided to members of the Board, which such information may be redacted by the Company, in its reasonable discretion, in the same manner described in Section 3.1(e) above (the “GE Board Materials”). The Board shall invite up to three (3) representatives designated by GE to meet with management of the Company on each date the Board holds a meeting (such meetings to take place no less often than on a quarterly basis). On each such date, the Company shall cause management to be available to meet with GE for a period of time reasonably sufficient to discuss the GE Board Materials and any other business of the Company that the Company determines, in its reasonable discretion, does not relate to any competitive aspect of the wind energy industry (including, without limitation, any specific subsidiary, facility or portion thereof, customer or prospective customer that relates to the wind energy industry). In addition, the Board may invite one representative designated by GE to attend any meetings of the Board (and, if applicable, portions thereof) during which no matters relating to any competitive aspect of the wind energy industry (including, without limitation, any specific subsidiary, facility or portion thereof, customer or prospective customer that relates to the wind energy industry) will be discussed, in a nonvoting capacity; provided, however, that any information disclosed during such meetings (or, if applicable, portions thereof) shall be subject to the GE Confidentiality Agreement; and provided, further, that the Company reserves the right to exclude such representative from access to any material or meeting or portion thereof (A) if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege or (B) that relates to any competitive aspect of the wind energy industry (including, without limitation, any specific subsidiary, facility or portion thereof, customer or prospective customer that relates to the wind energy industry). Subject to signing a confidentiality agreement in a form that is reasonably agreeable to both the Holders of Series B Preferred and the Company, each Holder of Series B Preferred holding not less than one hundred (100) shares of Series B Preferred and each Holder of Series B-1 Preferred holding not less than one hundred (100) shares of Series B-1 Preferred (in each case, as adjusted for stock dividends, combinations, splits, recapitalizations and the like), in addition to the GE designee described above, shall be entitled to receive the GE Board Materials and to participate in any such meetings with members of management of the Company.

Board Observer. (a) The Company Hospital shall allow be entitled to have one representative designated by NGP of Hospital (the “Hospital Observer”) attend all regularly held and special meetings of the Board of Directors of Company (the “Board”) in a nonvoting observer capacity and to attend receive notice of all meetings of the Board in a nonvoting capacity (the “Observer Rights”)Board, and in connection therewith, the Company shall give such representatives Hospital Observer copies of all notices, minutes, consents and other materials, financial or otherwise, which the Company material that it provides to its Boarddirectors at or about the same time as delivered to such directors; provided, however, that such representative shall sign a confidentiality agreement in a form that is agreeable to both Angeleno and the Company; and provided further that the that: (a) Company reserves the right to exclude such representative the Hospital Observer from any meeting or portion thereof of the Board or from access to any material or meeting or portion thereof if the Company reasonably believes upon advice of counsel that such exclusion or withholding of information with respect thereto is reasonably necessary (i) to preserve the attorney-client privilege. Notwithstanding anything , (ii) in the event the Board intends to the contrary contained hereindiscuss or vote upon any circumstances or matters where there is a material actual or material potential conflict of interest between Company and Hospital, if at including without limitation any time an individual nominated by Angeleno pursuant to Section 5.3(b)(iii) discussion of the ROFR Agreement is not a director of the Company, then at such time the Company shall allow one representative designated by Angeleno to have the same Observer Rights as provided to NGP Parties’ rights and obligations under this Agreement, subject or (iii) to fulfillment by such representative comply with the terms and conditions of the same conditions imposed upon the representative designated by NGP under this Agreement. confidentiality agreements with third parties; (b) GE the Hospital Observer shall be entitled to receive copies an Executive Director, Director, or Sr. Business Strategy & Licensing Manager from Hospital’s Office of all materials provided at regular or special meetings Research Ventures & Licensing; the identity of the Board as and when such materials are provided to members of the Board, which such information may be redacted by the Company, in its reasonable discretion, in the same manner described in Section 3.1(e) above (the “GE Board Materials”). The Board shall invite up to three (3) representatives designated by GE to meet with management of the Company on each date the Board holds a meeting (such meetings to take place no less often than on a quarterly basis). On each such date, the Company shall cause management to be available to meet with GE for a period of time reasonably sufficient to discuss the GE Board Materials and any other business of the Company that the Company determines, in its reasonable discretion, does not relate to any competitive aspect of the wind energy industry (including, without limitation, any specific subsidiary, facility or portion thereof, customer or prospective customer that relates to the wind energy industry). In addition, the Board may invite one representative designated by GE to attend any meetings of the Board (and, if applicable, portions thereof) during which no matters relating to any competitive aspect of the wind energy industry (including, without limitation, any specific subsidiary, facility or portion thereof, customer or prospective customer that relates to the wind energy industry) will be discussed, in a nonvoting capacity; provided, however, that any information disclosed during such meetings (or, if applicable, portions thereof) Hospital Observer shall be subject to the GE Confidentiality Agreementapproval of Company’s Board, which approval shall not to be unreasonably withheld or delayed; and provided(c) the Hospital, furtheron behalf of Hospital Observer, that shall enter into a confidentiality agreement with Company in form and substance reasonably satisfactory to Company requiring the Hospital and Hospital Observer to maintain the confidentiality of Company reserves information disclosed to the Hospital Observer. Hospital’s right to exclude such representative from access to any material or meeting or portion thereof under this Section 12.9 shall expire upon the earlier of (A) if the Company believes upon advice closing of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege or initial public offering of Company’s capital stock, (B) that relates a Change of Control or (C) if the investors in a Series B preferred stock sale (or a subsequent round ) by the Company object to any competitive aspect the continuation of the wind energy industry (includingHospital Observer, without limitation, any specific subsidiary, facility or portion thereof, customer or prospective customer that relates to the wind energy industry). Subject to signing a confidentiality agreement in a form that is reasonably agreeable to both the Holders initial closing of such Series B Preferred and preferred stock sale, provided the Company, each Holder of Series B Preferred holding not less than one hundred (100) shares of Series B Preferred and each Holder of Series B-1 Preferred holding not less than one hundred (100) shares of Series B-1 Preferred (in each case, as adjusted for stock dividends, combinations, splits, recapitalizations and the like), in addition Parties shall agree on alternative arrangements to the GE designee described above, shall be entitled to receive the GE Board Materials and to participate in any such meetings with members of management keep Hospital informed of the Companyactivities of the Company above the current reporting requirements.

Board Observer. (a) The Company Hospital shall allow be entitled to have one representative designated by NGP of Hospital (the “Hospital Observer”) attend all regularly held and special meetings of the Board of Directors of Company (the “Board”) in a nonvoting observer capacity and to attend receive notice of all meetings of the Board in a nonvoting capacity (the “Observer Rights”)Board, and in connection therewith, the Company shall give such representatives Hospital Observer copies of all notices, minutes, consents and other materials, financial or otherwise, which the Company material that it provides to its Boarddirectors at or about the same time as delivered to such directors; provided, however, that such representative shall sign a confidentiality agreement in a form that is agreeable to both Angeleno and the Company; and provided further that the that: (a) Company reserves the right to exclude such representative the Hospital Observer from any meeting or portion thereof of the Board or from access to any material or meeting or portion thereof if the Company reasonably believes upon advice of counsel that such exclusion or withholding of information with respect thereto is reasonably necessary (i) to preserve the attorney-client privilege. Notwithstanding anything , (ii) in the event the Board intends to the contrary contained hereindiscuss or vote upon any circumstances or matters where there is a material actual or material potential conflict of interest between Company and Hospital, if at including without limitation any time an individual nominated by Angeleno pursuant to Section 5.3(b)(iii) discussion of the ROFR Agreement is not a director of the Company, then at such time the Company shall allow one representative designated by Angeleno to have the same Observer Rights as provided to NGP Parties’ rights and obligations under this Agreement, subject or (iii) to fulfillment by such representative comply with the terms and conditions of the same conditions imposed upon the representative designated by NGP under this Agreement. confidentiality agreements with third parties; (b) GE the Hospital Observer shall be entitled to receive copies of all materials provided at regular an Executive Director, Director, or special meetings Sr. Business Strategy & Licensing Manager from Hospital’s Innovation Office; the identity of the Board as and when such materials are provided to members of the Board, which such information may be redacted by the Company, in its reasonable discretion, in the same manner described in Section 3.1(e) above (the “GE Board Materials”). The Board shall invite up to three (3) representatives designated by GE to meet with management of the Company on each date the Board holds a meeting (such meetings to take place no less often than on a quarterly basis). On each such date, the Company shall cause management to be available to meet with GE for a period of time reasonably sufficient to discuss the GE Board Materials and any other business of the Company that the Company determines, in its reasonable discretion, does not relate to any competitive aspect of the wind energy industry (including, without limitation, any specific subsidiary, facility or portion thereof, customer or prospective customer that relates to the wind energy industry). In addition, the Board may invite one representative designated by GE to attend any meetings of the Board (and, if applicable, portions thereof) during which no matters relating to any competitive aspect of the wind energy industry (including, without limitation, any specific subsidiary, facility or portion thereof, customer or prospective customer that relates to the wind energy industry) will be discussed, in a nonvoting capacity; provided, however, that any information disclosed during such meetings (or, if applicable, portions thereof) Hospital Observer shall be subject to the GE Confidentiality Agreementapproval of Company’s Board, which approval shall not to be unreasonably withheld or delayed; and provided(c) the Hospital, furtheron behalf of Hospital Observer, that shall enter into a confidentiality agreement with Company in form and substance reasonably satisfactory to Company requiring the Hospital and Hospital Observer to maintain the confidentiality of Company reserves information disclosed to the Hospital Observer. Hospital’s right to exclude such representative from access to any material or meeting or portion thereof under this Section 12.9 shall expire upon the earlier of (A) if the Company believes upon advice closing of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege or initial public offering of Company’s capital stock, (B) that relates a Change of Control or (C) if the investors in a Series B preferred stock sale (or a subsequent round ) by the Company object to any competitive aspect the continuation of the wind energy industry (includingHospital Observer, without limitation, any specific subsidiary, facility or portion thereof, customer or prospective customer that relates to the wind energy industry). Subject to signing a confidentiality agreement in a form that is reasonably agreeable to both the Holders initial closing of such Series B Preferred and preferred stock sale, provided the Company, each Holder of Series B Preferred holding not less than one hundred (100) shares of Series B Preferred and each Holder of Series B-1 Preferred holding not less than one hundred (100) shares of Series B-1 Preferred (in each case, as adjusted for stock dividends, combinations, splits, recapitalizations and the like), in addition Parties shall agree on alternative arrangements to the GE designee described above, shall be entitled to receive the GE Board Materials and to participate in any such meetings with members of management keep Hospital informed of the Companyactivities of the Company above the current reporting requirements.

Board Observer. (a) The Company shall allow one representative designated by NGP to attend all meetings of the Board in a nonvoting capacity (the “Observer Rights”)ensure that, and in connection therewith, the Company shall give such representatives copies of all notices, minutes, consents and other materials, financial or otherwise, which the Company provides to its Board; provided, however, that such representative shall sign a confidentiality agreement in a form that is agreeable to both Angeleno and the Company; and provided further that the Company reserves the right to exclude such representative from access to any material or meeting or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege. Notwithstanding anything to the contrary contained herein, if at any time an individual nominated by Angeleno pursuant to Section 5.3(b)(iii) from the Acquisition Closing Date, the holders of more than 50% of the ROFR Agreement is not a director aggregate principal amount of the Company, then at such time the Company shall allow one representative designated by Angeleno to have the same Observer Rights as provided to NGP under this Agreement, subject to fulfillment by such representative of the same conditions imposed upon the representative designated by NGP under this Agreement. (b) GE shall be entitled to receive copies of all materials provided at regular or special meetings of the Board as and when such materials are provided to members of the Board, which such information may be redacted by the Company, in its reasonable discretion, in the same manner described in Section 3.1(e) above (the “GE Board Materials”). The Board shall invite up to three (3) representatives designated by GE to meet with management of the Company on each date the Board holds a meeting (such meetings to take place no less often than on a quarterly basis). On each such date, the Company shall cause management to be available to meet with GE for a period of time reasonably sufficient to discuss the GE Board Materials and any other business of the Company that the Company determines, in its reasonable discretion, does not relate to any competitive aspect of the wind energy industry outstanding Notes (including, without limitation, any specific subsidiary, facility or portion thereof, customer or prospective customer that relates to the wind energy industry). In addition, the Board may invite one representative designated by GE to attend any meetings of the Board (and, if applicable, portions thereof) during which no matters relating to any competitive aspect of the wind energy industry (including, without limitation, any specific subsidiary, facility or portion thereof, customer or prospective customer that relates to the wind energy industry) will be discussed, in a nonvoting capacity; provided, however, that any information disclosed during such meetings (or, if applicable, portions thereofAdditional Notes) shall be subject to the GE Confidentiality Agreement; and provided, further, that the Company reserves have the right to exclude such representative from access appoint one non-voting observer (“Board Observer”) to any material or meeting or portion thereof the Board of Directors (Athe “Board”) if of the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege or (B) that relates to any competitive aspect equivalent governing body of the wind energy industry Company or any holding company or subsidiary of the Company from time to time that effectively functions as the “board” of the Company and its subsidiaries, and all committees thereof or acting in lieu of such Board, it being understood that (includingi) such Board Observer must have adequate legal and individual reputational capacity to serve as the Board Observer, without limitation, any specific subsidiary, facility or portion thereof, customer or prospective customer that relates to the wind energy industry). Subject to signing a confidentiality agreement in a form that is reasonably agreeable to both the Holders of Series B Preferred and as determined by the Company, each Holder of Series B Preferred holding not less than one hundred acting reasonably, (100ii) shares of Series B Preferred and each Holder of Series B-1 Preferred holding not less than one hundred (100) shares of Series B-1 Preferred (in each case, as adjusted for stock dividends, combinations, splits, recapitalizations and the like), in addition to the GE designee described above, such Board Observer shall be entitled to receive all materials distributed to all members of the GE board of directors (and all members of each committee) in their capacity as such, (iii) such Board Materials Observer will not have voting power but will be entitled to attend all meetings and to participate receive all information and notices provided to members of the board, subject to customary exceptions for privilege, confidentiality obligations and conflicts of interest, (iv) the Company will reimburse such Board Observer for all reasonable travel and other reasonable and documented out of-pocket expenses related to such Board Observer’s role or the performance of its duties as a Board Observer in the same manner as other members of the Board, (v) such Board Observer shall maintain the confidential nature of the information regarding the Company and its subsidiaries made available or provided to the Board Observer in connection with its role as such (such information, the “Board Information”) and not use any Board Information except solely within the scope of the Board Observer’s role as a Board Observer and not disclose the Board Information other than to such of its affiliates with a need to know the Board Information, in each case subject to exceptions to be agreed by the Company, acting reasonably, (vi) the Company will hold regular meetings of its Board and reasonable prior notice of the date of each such meeting will be provided by the Board Observer and (vii) such Board Observer shall be entitled to certain other rights reasonably acceptable to the Company (including the right to not partake in any such meetings with members of management of the Companyabove activities or receive any of the above information). (b) Upon redemption or repayment in full of the Notes or satisfaction, discharge or other termination of this Indenture and as long as warrants issued in connection with the offering as described in this offering circular remain outstanding, warrant holders shall have the right to appoint one Board Observer to the Board of the Company or equivalent governing body of the Company or any holding company or subsidiary of the Company from time to time that effectively functions as the “board” of the Company and its subsidiaries, and all committees thereof or acting in lieu of such Board, subject to the conditions and requirements listed above.

Board Observer. (a) The Following the Closing, and no later than 10 Business Days following the entry into a commercial agreement pursuant to the terms of Section 5.5 hereof, the Company shall allow use its reasonable best efforts to (1) identify, together with the Purchaser, one authorized representative designated by NGP of the Purchaser who shall be acceptable to both the Company and the Purchaser, and (2) use its good faith efforts to seek the approval of the Board to designate such representative as an observer to the Board (the “Observer”), who shall be, subject to the exceptions set forth below, invited to attend all meetings of the Board in a nonvoting capacity (the “Observer Rights”), and in connection therewith, the Company shall give such representatives copies of all notices, minutes, consents and other materials, financial or otherwise, which the Company provides to its Board; provided, however, that such representative shall sign a confidentiality agreement in a form that is agreeable to both Angeleno and the Company; and provided further that the Company reserves the right to exclude such representative from access to any material or meeting or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege. Notwithstanding anything to the contrary contained herein, if at any time an individual nominated by Angeleno pursuant to Section 5.3(b)(iii) of the ROFR Agreement is not a director of the Company, then at such time the Company shall allow one representative designated by Angeleno to have the same Observer Rights as provided to NGP under this Agreement, subject to fulfillment by such representative of the same conditions imposed upon the representative designated by NGP under this Agreement. (b) GE therewith shall be entitled to receive copies of all notices, minutes, consents, and other materials that the Company provides to its directors on the same terms and in the same manner as provided at regular or special meetings to the other members of the Board as and when such materials are provided (the “Board Documents”). The Observer may participate in discussions of matters brought before the Board, but shall in all other respects be a nonvoting observer. The Company shall have the right at its sole discretion to members exclude the Observer from any portion or all of any meeting of the Board, which such information may be redacted or withhold a portion of the Board Documents, on a case-by-case basis, if required by law or if the Company, in its reasonable discretion, in the same manner described in Section 3.1(e) above (the “GE Board Materials”). The Board shall invite up to three (3) representatives designated by GE to meet with management or any officer of the Company on each date the Board holds a meeting (such meetings to take place no less often than on a quarterly basis). On each such date, the Company shall cause management to be available to meet with GE for a period of time reasonably sufficient to discuss the GE Board Materials and any other business determines that exclusion of the Company that the Company determines, in its reasonable discretion, does not relate to any competitive aspect of the wind energy industry (including, without limitation, any specific subsidiary, facility or portion thereof, customer or prospective customer that relates to the wind energy industry). In addition, the Board may invite one representative designated by GE to attend any meetings of the Board (and, if applicable, portions thereof) during which no matters relating to any competitive aspect of the wind energy industry (including, without limitation, any specific subsidiary, facility or portion thereof, customer or prospective customer that relates to the wind energy industry) will be discussed, in a nonvoting capacity; provided, however, that any information disclosed during such meetings (or, if applicable, portions thereof) shall be subject to the GE Confidentiality Agreement; and provided, further, that the Company reserves the right to exclude such representative from access to any material or meeting or portion thereof (A) if the Company believes upon advice of counsel that such exclusion Observer is reasonably necessary (i) to preserve the attorney-client privilege between the Company and its counsel, (ii) to prevent disclosure of trade secrets to the Observer, or (Biii) that relates to prevent disclosure of any other information to the Observer, which information the Board or any officer of the Company reasonably believes would result in disclosure the Company is not prepared to disclose to any competitive aspect third party at such time. The Company and the Purchaser agree that upon the appointment of any such Observer, the wind energy industry (includingCompany and the Purchaser shall negotiate, without limitationand shall use good faith efforts to cause the Observer to enter into, any specific subsidiary, facility or portion thereof, customer or prospective customer that relates to the wind energy industry). Subject to signing a confidentiality agreement in a form that is and any other agreements reasonably agreeable deemed necessary by the Company to both approve the Holders appointment of Series B Preferred the Observer. Upon the resignation of any Observer, the Company and the CompanyPurchaser shall use their good faith efforts to appoint a replacement representative as Observer in accordance with the procedures set forth above, in each Holder case within 30 calendar days of Series B Preferred holding not less than any such Observer resignation. Purchaser shall maintain the right to designate one hundred Observer pursuant to this Section 5.4 only so long as it continues to hold at least fifty percent (10050%) of the shares of Series B Preferred Common Stock purchased at the Closing and each Holder any Observer shall lose all rights set forth above upon the sale by Purchaser of Series B-1 Preferred holding not less than one hundred fifty percent (10050%) or more of the shares of Series B-1 Preferred (in each case, as adjusted for stock dividends, combinations, splits, recapitalizations and Common Stock purchased at the like), in addition to the GE designee described above, shall be entitled to receive the GE Board Materials and to participate in any such meetings with members of management of the CompanyClosing.