Common use of ABS Clause in Contracts

ABS. For as long as ABS owns beneficially (within the meaning of Rule 13d-3 under the Exchange Act) at least one-and-one-quarter percent (1.25%) of the outstanding Shares of Capital Stock, including any Shares held by the Trustees on behalf of ABS pursuant to the Voting Trust Agreement, then, subject to applicable law (including the law governing the fiduciary duties of the directors of the Company), compliance with the FCC Neutrality Requirements and the rules and regulations of the SEC and the Nasdaq Stock Market, the Company will use its reasonable best efforts in order to cause an individual from time to time designated by ABS and reasonably acceptable to the Company (the "ABS Observer") to be entitled, in his or her sole discretion, to attend and participate in, as a non-voting observer, all meetings (including participation in telephonic meetings) of the Board (and any committee thereof); provided, that the Board or such committee may exclude the ABS Observer from any meeting at which the matters under discussion or consideration would give rise to a conflict of interest between ABS or any of its Affiliates, on the one hand, and the Company or any of its Affiliates, on the other hand. Prior to attending any meeting, the ABS Observer shall be required to enter into a confidentiality agreement with the Company, in form and substance reasonably satisfactory to the Company and the ABS Observer. For so long as the ABS Observer is entitled to attend meetings of the Board, the Company shall provide the ABS Observer with: (i) notice of each meeting of the Board (and any committees thereof), concurrently with providing such notice to any of the members of the Board; (ii) any and all written information delivered to, and any and all material orally delivered information provided (other than any such material orally delivered information as may be provided in the course of any meeting of the Board (or any committee thereof)) to, any of the members of the Board in his or her capacity as a director (other than information relating to any matter that would give rise to a conflict of interest between the Company or any of its Affiliates, on the one hand, and ABS or any of its Affiliates, on the other hand), as soon as reasonably practicable after such information is delivered or provided to any such member of the Board.

ABS. For as long as ABS owns beneficially (within the meaning of Rule 13d-3 under the Exchange Act) at least one-and-one-quarter percent (1.25%) of the outstanding Shares of Capital Stock, including any Shares held by the Trustees on behalf of ABS pursuant to the Voting Trust Agreement, then, subject to applicable law (including the law governing the fiduciary duties of the directors of the Company), compliance with the FCC Neutrality Requirements and the rules and regulations of the SEC and the Nasdaq Stock Market, the Company will use its reasonable best efforts in order to cause an individual from time to time designated by ABS and reasonably acceptable to the Company (the "“ABS Observer"”) to be entitled, in his or her sole discretion, to attend and participate in, as a non-voting observer, all meetings (including participation in telephonic meetings) of the Board (and any committee thereof); provided, that the Board or such committee may exclude the ABS Observer from any meeting at which the matters under discussion or consideration would give rise to a conflict of interest between ABS or any of its Affiliates, on the one hand, and the Company or any of its Affiliates, on the other hand. Prior to attending any meeting, the ABS Observer shall be required to enter into a confidentiality agreement with the Company, in form and substance reasonably satisfactory to the Company and the ABS Observer. For so long as the ABS Observer is entitled to attend meetings of the Board, the Company shall provide the ABS Observer with: (i) notice of each meeting of the Board (and any committees thereof), concurrently with providing such notice to any of the members of the Board; (ii) any and all written information delivered to, and any and all material orally delivered information provided (other than any such material orally delivered information as may be provided in the course of any meeting of the Board (or any committee thereof)) to, any of the members of the Board in his or her capacity as a director (other than information relating to any matter that would give rise to a conflict of interest between the Company or any of its Affiliates, on the one hand, and ABS or any of its Affiliates, on the other hand), as soon as reasonably practicable after such information is delivered or provided to any such member of the Board.