Common use of Board Observers Clause in Contracts

Board Observers. Investor shall have the right, upon written notice to the Company, to appoint up to three (3) representatives (each an “Observer” and collectively the “Observers”) who shall, subject to any redactions or restrictions imposed which are reasonably necessary to preserve attorney-client privilege (provided that a brief general description of the redacted or restricted information is provided in lieu thereof), (i) receive written notice of all meetings (both regular and special) of the Board of Directors, such notice to be delivered at the same time as notice is given to the members of the Board of Directors, (ii) be entitled to attend (or, in the case of telephone meetings, monitor) all such meetings of the Board of Directors, (iii) receive all notices, information and reports which are furnished to the members of the Board of Directors at the same time and in the same manner as the same is furnished to such members, (iv) be entitled to participate in all discussions conducted at such meetings and (v) receive as soon as available (but in any event prior to the next succeeding meeting of the Board of Directors) copies of the minutes of all such meetings; provided, however, that Investor’s right to appoint Observers to the Board of Directors (and the rights and privileges of such Observers under this Section 3.1) shall be limited to (x) two (2) Observers in the event that Investor’s Ownership Percentage is less than thirty percent (30%) but greater than or equal to twenty percent (20%), (y) one (1) Observer in the event that Investor’s Ownership Percentage is less than twenty percent (20%) but greater than or equal to ten percent (10%) and (z) no Observers in the event that Investor’s Ownership Percentage is less than ten percent (10%). If any action is proposed to be taken by the Board of Directors by written consent in lieu of a meeting, the Company will use reasonable efforts to give written notice thereof to such Observers, which notice shall describe in reasonable detail the nature and substance of such proposed action and shall be delivered at the same time as notice is given to the members of the Board of Directors and the Company will furnish such Observers with copies of each such written consent no later than five (5) Business Days after it has been signed by its last signatory. Any such Observers shall not constitute members of the Board of Directors and shall not be entitled to vote on any matters presented at meetings of the Board of Directors or to consent to any matter as to which the consent of the Board of Directors shall have been requested.

Board Observers. Investor Section 4.1 So long as Acacia has the right to designate Acacia Designees to the Board, Acacia shall have the right, upon written notice subject to the Companyapplicable law, to appoint up to three (3) representatives designees to attend (each an “Observer” in person or by teleconference or videoconference) and collectively participate in, all meetings of the Board in a non-voting participant capacity (such Acacia designees, the “Acacia Board Observers”) who shall). So long as the Holders, voting as a group, have the right to designate Holder Designees to the Board, the Holders shall have the right, subject to any redactions applicable law, to appoint three (3) designees to attend (in person or restrictions imposed which are reasonably necessary to preserve attorney-client privilege (provided that a brief general description by teleconference or videoconference) and participate in, all meetings of the redacted Board in a non-voting participant capacity (such Holder designees, the “Holder Board Observers”, and together with the Acacia Board Observers, the “Board Observers”). Section 4.2 So long as Acacia or restricted information is provided the Holders have the right to appoint Board Observers in lieu thereof)accordance with Section 4.1, but subject to Section 4.3, the Company shall provide each Board Observer with (ia) receive written notice of all meetings (both regular and special) of the Board Board, including notice of Directorsthe time and place of any such meetings, such notice to be (b) all written materials or other correspondence delivered at the same time as notice is given to the members of the Board of Directors, and (iic) be entitled all proposed written consent actions provided to attend (orthe Board, in the case of telephone meetingseach case, monitor) all such meetings of the Board of Directors, (iii) receive all notices, information and reports which are furnished to the members of the Board of Directors at the same time and in the same manner as such notice and information is delivered to the same is furnished members of the Board. Section 4.3 Notwithstanding anything to the contrary herein, the Board will be entitled to exclude any or all of the Board Observers from access to, or participation in, or review of, the communications, meetings and materials described in Section 4.2 if (a) permitting such access, participation or review could reasonably be expected to jeopardize the attorney-client privilege or contravene any applicable law, Nasdaq rule or requirement, or confidentiality obligation, (b) such communications, meetings or materials relate to an executive session of the Board or its independent members, or any matter to be discussed in such an executive session, or (ivc) such communications, meetings or materials relate to any matter with respect to which a director could reasonably conclude there is a potential or actual conflict of interest between the Company, on the one hand, and a specific Board Observer or the party(ies) hereto that appointed such Board Observer, on the other hand. The Board Observers will not be entitled to participate in all discussions conducted at such communications with, or meetings and (v) receive as soon as available (but in of, any event prior to the next succeeding meeting committee of the Board of Directors) copies of the minutes of all such meetings; providedBoard, however, that Investor’s right or have access to appoint Observers materials delivered to the Board of Directors (and the rights and privileges of such Observers under this Section 3.1) shall be limited to (x) two (2) Observers in the event that Investor’s Ownership Percentage is less than thirty percent (30%) but greater than or equal to twenty percent (20%), (y) one (1) Observer in the event that Investor’s Ownership Percentage is less than twenty percent (20%) but greater than or equal to ten percent (10%) and (z) no Observers in the event that Investor’s Ownership Percentage is less than ten percent (10%). If any action is proposed to be taken by the Board of Directors by written consent in lieu of a meeting, the Company will use reasonable efforts to give written notice thereof to such Observers, which notice shall describe in reasonable detail the nature and substance of such proposed action and shall be delivered at the same time as notice is given to the members of the Board of Directors and the Company will furnish any such Observers with copies of each such written consent no later than five (5) Business Days after it has been signed by its last signatory. Any such Observers shall not constitute members of the Board of Directors and shall not be entitled to vote on any matters presented at meetings of the Board of Directors or to consent to any matter as to which the consent of the Board of Directors shall have been requestedcommittee.

Board Observers. Investor shall have the right, upon written notice (a) The Company may from time to the Company, to appoint up to three (3) representatives (each an “Observer” and collectively the “Observers”) who shall, subject to any redactions time invite a representative of a Shareholder or restrictions imposed which are reasonably necessary to preserve attorney-client privilege (provided that a brief general description of the redacted or restricted information is provided in lieu thereof), (i) receive written notice of all meetings (both regular and special) of other person approved by the Board of Directors, such notice to be delivered at the same time as notice is given to the members of the Board of Directors, (ii) be entitled to attend (or, in the case of telephone meetings, monitor) all such meetings of the Board or of Directors, (iii) receive all notices, information and reports which are furnished to the members of the Board of Directors at the same time and any Committee in the same manner as the same is furnished to such members, (iv) be entitled to participate in all discussions conducted at such meetings and (v) receive as soon as available (but in any event prior to the next succeeding meeting capacity of the Board of Directors) copies of the minutes of all such meetingsobserver; provided, however, that Investor’s the Company reserves the right to appoint Observers exclude the observer representative from access to any information or meeting or portion thereof if the Company believes that such exclusion is reasonably necessary to (i) preserve the attorney-client privilege or (ii) protect the trade secrets or highly proprietary or competitively sensitive information pertaining to the Board of Directors Business. (and the rights and privileges of b) Singtel shall (for such Observers under this Section 3.1) shall be limited to (x) two (2) Observers in the event that Investor’s Ownership Percentage is less than thirty percent (30%) but greater than or equal to twenty percent (20%), (y) one (1) Observer in the event that Investor’s Ownership Percentage is less than twenty percent (20%) but greater than or equal to ten percent (10%) and (z) no Observers in the event that Investor’s Ownership Percentage is less than ten percent (10%). If any action is proposed to be taken by the Board of Directors by written consent in lieu of a meeting, the Company will use reasonable efforts to give written notice thereof to such Observers, which notice shall describe in reasonable detail the nature and substance of such proposed action and shall be delivered at the same time as notice is given to the members of the Board of Directors and the Company will furnish such Observers with copies of each such written consent no later than five (5Singtel Director Appointment Conditions are met) Business Days after it has been signed by its last signatory. Any such Observers shall not constitute members of the Board of Directors and shall not be entitled to vote on any matters presented at send a representative to attend all meetings of the Board or of Directors any Committee (including, for the avoidance of doubt, the Audit Committee and the Nomination Committee) in the capacity of observer and such representative shall be given copies of all notices of Board or Committee meetings and copies of all papers and reports to consent be presented at the applicable Board or Committee meeting. Subclause (ii) of Section 5.14(a) shall not apply to any matter such Singtel representative, but subclause (i) of Section 5.14(a) shall apply to such Singtel representative. (c) Grab shall (for such time as the Grab Director Appointment Conditions are met) be entitled to which the consent send a representative to attend all meetings of the Board or of Directors any Committee (including, for the avoidance of doubt, the Risk Committee and the Remuneration Committee) in the capacity of observer and such representative shall have been requestedbe given copies of all notices of Board or Committee meetings and copies of all papers and reports to be presented at the applicable Board or Committee meeting, provided, that such representative at all meetings of the Board or of any Committee shall at all times be AT (or his designee from time to time) for so long as AT is either the Chief Executive or a shareholder of Grab Parent, and otherwise, such representative shall be the then current Chief Executive of Grab Parent (or his designee from time to time). Subclause (ii) of Section 5.14(a) shall not apply to such Grab representative, but subclause (i) of Section 5.14(a) shall apply to such Grab representative.

Board Observers. Investor 4.1 The Company shall have invite (a) one representative designated by MIHI (the right, upon written notice to the Company, to appoint up to three (3) representatives (each an “Macquarie Observer” and collectively the “Observers”) who shall, subject to any redactions or restrictions imposed which are reasonably necessary to preserve attorney-client privilege (provided that a brief general description of the redacted or restricted information is provided in lieu thereof), (ib) receive written notice of all meetings one representative designated by the Investor Shareholders (both regular and specialthe Investor Observer) of the Board of Directors, such notice to be delivered at the same time as notice is given to the members of the Board of Directorsand, (iic) one representative (who may not be entitled ▇▇▇▇▇▇) designated by the Management Shareholders (the Management Observer) (together, the Observers) to attend (or, in the case of telephone meetings, monitor) all such meetings of the Board in a nonvoting observer capacity. The Company shall give the Observers copies of Directors, (iii) receive all notices, information minutes, consents and reports which are furnished other materials that it provides to the members of the Board of Directors at the same time and in the same manner as the same is furnished provided to such membersDirectors; provided, (iv) that such representatives shall agree to hold in confidence and trust all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude an Observer from any meeting or portion thereof if access to such information or attendance at such meeting would reasonably be expected to adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest. The Observers will not be entitled to participate in all discussions conducted at such receive any compensation for their services, but each Observer will be entitled to reimbursement of expenses reasonably incurred (upon submission of appropriate documentary evidence) as a result of attending meetings and (v) receive as soon as available (but in any event prior to the next succeeding meeting of the Board of in substantially the same manner as the Directors) copies of . 4.2 MIHI hereby designates ▇▇▇▇▇ ▇▇▇▇▇▇▇ to serve as the minutes of all such meetingsinitial Macquarie Observer; provided, however, that Investor’s MIHI may designate any other individual to serve as the Macquarie Observer for one or more meetings of the Board. MIHI may suspend (either temporarily or permanently) its right to appoint Observers to the Board of Directors (and the rights and privileges of such Observers under this Section 3.1) shall be limited to (x) two (2) Observers in the event that Investor’s Ownership Percentage is less than thirty percent (30%) but greater than or equal to twenty percent (20%), (y) one (1) Macquarie Observer in the event that Investor’s Ownership Percentage is less than twenty percent (20%) but greater than or equal to ten percent (10%) and (z) no Observers in the event that Investor’s Ownership Percentage is less than ten percent (10%). If at any action is proposed to be taken by the Board of Directors by written consent in lieu of a meeting, the Company will use reasonable efforts to give time upon providing written notice thereof to such Observers, which notice shall describe in reasonable detail the nature and substance Company. Table of such proposed action and shall be delivered at Contents 4.3 The Investor Shareholders hereby designate ▇▇▇▇▇ ▇▇▇▇▇▇ to serve as the same time initial Investor Observer; provided that the Investor Shareholders may designate any other individual to serve as notice is given to the members of the Board of Directors and the Company will furnish such Observers with copies of each such written consent no later than five (5) Business Days after it has been signed by its last signatory. Any such Observers shall not constitute members of the Board of Directors and shall not be entitled to vote on any matters presented at Investor Observer for one or more meetings of the Board of Directors Board. 4.4 The Management Shareholders hereby designate ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to serve as the initial Management Observer; provided that the Management Shareholders may designate any other individual (excluding ▇▇▇▇▇▇) to serve as the Management Observer for one or to consent to any matter as to which the consent more meetings of the Board. 4.5 The Investor Shareholders shall cease to have any rights to designate the Investor Observer upon the termination of the Investor Shareholders’ right to designate a nominee for election to the Board pursuant to clause 3.5, and at such time, the Company’s obligations with respect to the Investor Observer pursuant to clause 4.1 shall terminate. 4.6 MIHI shall cease to have any rights to designate the Macquarie Observer upon such time as MIHI and its Affiliates cease to beneficially own, collectively, at least 50% of Directors the number of Shares beneficially owned by MIHI immediately following the Closing, and at such time, the Company’s obligations with respect to the Macquarie Observer pursuant to clause 4.1 shall terminate. 4.7 The Management Shareholders shall cease to have been requestedany rights to designate the Management Observer upon the termination of the Management Shareholders’ right to designate a nominee for election to the Board pursuant to clause 3.6, and at such time, the Company’s obligations with respect to the Management Observer pursuant to clause 4.1 shall terminate.

Board Observers. Investor (1) Curaleaf Holdings shall have the right, upon written notice right to appoint any and all of the members of its board of directors who are not otherwise Directors as non-voting observers to the Company, to appoint up to three ’s Board (3) representatives (each an “Observer” and collectively the “Observers”). The initial Observers are: (a) who shall, subject [Redacted]; (b) [Redacted]; (c) [Redacted]; (d) [Redacted]; (e) [Redacted]; (f) [Redacted]; (g) [Redacted]; and (h) [Redacted]. (2) Each Observer shall be entitled to any redactions or restrictions imposed which are reasonably necessary to preserve attorney-client privilege (provided that a brief general description of the redacted or restricted information is provided in lieu thereof), (i) receive written notice of all attend meetings (both regular and special) of the Board and any committee of Directorsthe Board, such notice to be delivered at the same time as notice is given receive all information provided to the members of the Board or its committees (including minutes of Directors, (ii) be entitled to attend (or, in the case of telephone meetings, monitor) all such previous meetings of the Board of Directorsor such committees, (iii) receive all notices, information and reports which are furnished to the members written consents of the Board Board, and any notice of Directors at the same time and in the same manner as the same is furnished to such members, (iv) be entitled to participate in all discussions conducted at such meetings and (v) receive as soon as available (but in any event prior to the next succeeding meeting of the Board of Directorsor such committees) copies of at the minutes of all time such meetings; provided, however, that Investor’s right to appoint Observers information is provided to the Board of Directors (Board, and the rights and privileges of such Observers under this Section 3.1) shall be limited to (x) two (2) Observers in the event that Investor’s Ownership Percentage is less than thirty percent (30%) but greater than or equal to twenty percent (20%), (y) one (1) Observer in the event that Investor’s Ownership Percentage is less than twenty percent (20%) but greater than or equal to ten percent (10%) and (z) no Observers in the event that Investor’s Ownership Percentage is less than ten percent (10%). If any action is proposed to be taken by the Board of Directors by written consent in lieu of a meeting, the Company will use reasonable efforts to give written notice thereof to such Observers, which notice shall describe in reasonable detail the nature and substance of such proposed action and shall be delivered at the same time as notice is given contribute to the members of discussions taking place at such meetings; provided that (i) the Board of Directors and the Company will furnish such Observers with copies of each such written consent no later than five (5) Business Days after it has been signed by its last signatory. Any such Observers shall not constitute members of the Board of Directors and Observer shall not be entitled to vote on any matters presented matter submitted to the Board or any of its committees nor to offer any motions or resolutions to the Board or such committees; (ii) the Company may withhold information or materials from the Observer and exclude such Observer from any meeting or portion thereof if (as reasonably determined by the Board) access to such information or materials or attendance at such meeting (A) would adversely affect the attorney-client or litigation privilege between the Company and its counsel; (B) would reasonably be expected to result in a conflict of interest, (C) is required to be restricted by any agreement with another Person; or (D) would reasonably be expected to result in an adverse effect on the Company or its Subsidiaries; and (iii) the Observer shall be subject to the same obligations as Directors with respect to confidentiality, conflicts of interest, and misappropriation of corporate opportunities. (3) Each Observer shall be entitled to be reimbursed for reasonable out-of-pocket expenses incurred in attending Directors’ meetings and Board committee meetings of the Board Company upon presentation of Directors or to consent to any matter as to which the consent of the Board of Directors shall have been requestedreceipts evidencing such expenses.

Board Observers. Investor During the period commencing on the Closing and ending on the earlier of (i) the fifth (5th) anniversary of the Closing and (ii) the date that any of OrbiMed or Soleus holds less than 50% of the Shares and Pre-Funded Warrants purchased on the Closing Date, respectively, then OrbiMed Advisors LLC (“OrbiMed”) and Soleus Capital Management, L.P. (“Soleus”) shall severally, and not jointly, have the rightright to designate one (1) natural person individual, upon written notice reasonably acceptable to the Company, to appoint up to three (3) representatives (each an “Observer” be present and collectively the “Observers”) who shallparticipate in a non-voting, subject to any redactions or restrictions imposed which are reasonably necessary to preserve attorney-client privilege (provided that a brief general description of the redacted or restricted information is provided in lieu thereof), (i) receive written notice of observer capacity at all meetings (both regular and special) of the Board of Directors, such notice to be delivered at the same time as notice is given to the members of the Board of Directors, (ii) be entitled to attend (or, in the case of telephone meetings, monitor) all such meetings of the Board of DirectorsDirectors or any committee thereof, including any telephonic or electronic meetings (iiisuch individuals, the “Board Observers”); provided, for the avoidance of doubt, that in no event shall the Board Observers: (i) receive all noticesbe deemed to be a member of the Board of Directors or any committee thereof or (ii) have the right to vote on, information and reports which consent to or veto any matter, motion or resolution presented to the Board of Directors or any committee thereof or propose or offer any motions or resolutions to the Board of Directors or any committee thereof. Any materials that are furnished sent by the Company to the members of the Board of Directors at the same time and in the same manner their capacity as the same is furnished to such members, (iv) shall be entitled to participate in all discussions conducted at such meetings and (v) receive as soon as available (but in any event prior to the next succeeding meeting of the Board of Directors) copies of the minutes of all such meetings; provided, however, that Investor’s right to appoint Observers sent to the Board of Directors (and the rights and privileges of such Observers under this Section 3.1) shall be limited substantially simultaneously by means reasonably designed to (x) two (2) Observers in the event that Investor’s Ownership Percentage is less than thirty percent (30%) but greater than or equal to twenty percent (20%), (y) one (1) Observer in the event that Investor’s Ownership Percentage is less than twenty percent (20%) but greater than or equal to ten percent (10%) and (z) no Observers in the event that Investor’s Ownership Percentage is less than ten percent (10%). If any action is proposed to be taken ensure timely receipt by the Board of Directors by written consent in lieu of a meetingObservers, and the Company will use reasonable efforts to give written the Board Observers notice thereof to such Observers, which notice shall describe in reasonable detail the nature and substance of such proposed action and shall be delivered at meetings, by the same time means as notice is given such notices are delivered to the members of the Board of Directors and at the Company will furnish such same time as notice is provided or delivered to the Board of Directors; provided, that each of the Board Observers with copies agrees to be subject to the Company’s Code of each such written consent no later than five (5) Ethics and Business Days after it has been signed by its last signatory. Any such Observers shall not constitute members Conduct to the same extent as a member of the Board of Directors Directors, to hold in confidence and shall trust, to act in a fiduciary manner with respect to and not be entitled to vote on disclose any matters presented information provided to or learned by them acting in such capacity, whether in connection with the Board Observers’ attendance at meetings of the Board of Directors or any committee thereof, in connection with the receipt of materials delivered to consent the Board of Directors or any committee thereof or otherwise. In addition, each Board Observer shall be entitled to any matter as reimbursement for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s policies and practices with respect to which the consent director expense reimbursement then in effect) in connection with attending meetings of the Board of Directors or any committee thereof, or in connection with performing any duties on behalf of the Board of Directors, delegated to it in writing by the Board of Directors. Notwithstanding the provisions of this Section 5.17, the Company reserves the right to exclude one or both of the Board Observers from any meeting of the Board of Directors, or a portion thereof, and to redact portions of any materials delivered to a Board Observer, where and to the extent that the Company reasonably believes, upon advice of counsel, that withholding such information or excluding a Board Observer from attending such meeting of the Board of Directors, or a portion thereof, is reasonably necessary: (i) to preserve attorney-client, work product or similar privilege between the Company, the Board of Directors or any committee thereof, on the hand, and its counsel, on the other, with respect to any matter; (ii) to protect trade secrets or to comply with the terms and conditions of confidentiality agreements between the Company and any third parties; (iii) such board materials or any meeting of the Board of Directors or committee thereof relates directly to the Company’s relationship, contractual or otherwise, with OrbiMed or Soleus, or (iv) because the Board of Directors has determined in good faith that there exists, with respect to the subject of such deliberation or such information, an actual or potential conflict of interest between OrbiMed or Soleus and the Company. The Board Observers shall have been requesteduse the same degree of care to protect the Company’s confidential and proprietary information as Purchasers A and B use to protect confidential and proprietary information of like nature, but in no circumstances with less than reasonable care. Notwithstanding the foregoing, the number of Board Observers able to be designated hereunder shall be reduced to the extent any of the Board Observers are appointed to the Board of Directors.