Common use of Attendance at Board Meetings Clause in Contracts

Attendance at Board Meetings. The Company covenants with each Purchaser that, (i) for so long as such Purchaser and its Affiliates hold in the aggregate at least one-quarter (1/4) of the number of shares (subject to appropriate adjustment to reflect any split or combination of shares) of Series C Preferred (or the equivalent in principal amount of Exchange Notes) originally purchased by them hereunder, or, if earlier, until the Public Float Date (as defined in the Amended Stockholders Agreement), and (ii) at any time, prior to or after the Public Float Date, during which the right of the holders of Series C Preferred to elect a director pursuant to Section 6(c) of the Certificate shall have been suspended pursuant to Section 6(c)(v) of the Certificate and during which such Purchaser or its Affiliates hold any shares of Series C Preferred, the Company shall give such Purchaser notice of each meeting of its board of directors and each committee thereof at the same time and by the same means as such notice is provided to members of the board or such committee, and the Company shall permit a single representative of such Purchaser and its Affiliates to attend as an observer all meetings of its board of directors and all committees thereof; and each such representative shall be given the opportunity to listen to telephonic meetings. Any such representative shall recuse himself or herself from any such meeting during the board of directors' or the committee's discussions, deliberations and voting on matters with respect to which the board of directors or the committee determines, in good faith, such representative's presence presents a conflict of interest. Each representative shall be entitled to receive all written materials and other information (including, without limitation, copies of meeting minutes) given to directors in connection with such meetings at the same time such materials and information are given to the directors. If the Company takes any action by written consent in lieu of a meeting of its board of directors or of any committee thereof, the Company shall give a copy thereof to each such representative promptly following the effective date of such consent.

Attendance at Board Meetings. The Company covenants with each Give the Purchaser that, (i) for so long as such Purchaser and its Affiliates hold in the aggregate at least one-quarter (1/4) of the number of shares (subject to appropriate adjustment to reflect any split or combination of shares) of Series C Preferred (or the equivalent in principal amount of Exchange Notes) originally purchased by them hereunder, or, if earlier, until the Public Float Date (as defined in the Amended Stockholders Agreement), and (ii) at any time, prior to or after the Public Float Date, during which the right of the holders of Series C Preferred to elect a director pursuant to Section 6(c) of the Certificate shall have been suspended pursuant to Section 6(c)(v) of the Certificate and during which such Purchaser or its Affiliates hold any shares of Series C Preferred, the Company shall give such Purchaser Representative written notice of each meeting of its each of the board of directors of the Company and its Subsidiaries (each of which shall be held at least quarterly) and each committee thereof at the same time and by in the same means manner as such notice is provided given to members of the board of directors or such committee, and committee thereof (which notice the Company shall permit a single representative promptly confirm in writing to the Purchaser Representative), and each of such Purchaser the Company and its Affiliates Subsidiaries shall permit the Purchaser Representative to attend as an observer at all meetings of its board of directors and all committees thereof; and each such representative shall be given the opportunity to listen to telephonic meetings. Any such representative shall recuse himself or herself from any such meeting during the board of directors' or the committee's discussions, deliberations and voting on matters with respect to which the board of directors or the committee determines, in good faith, such representative's presence presents a conflict of interest. Each representative The Purchaser Representative shall be entitled to receive all written materials and other information (including, without limitation, including copies of meeting minutes) given to directors provided in connection with such meetings at the same time such materials and information are given to the directorsboard of directors or any committee thereof, as the case may be. If the Company takes or any of its Subsidiaries proposes to take any action by written consent in lieu of a meeting of its board of directors or of any committee thereofdirectors, the Company and its Subsidiaries shall give a copy written notice thereof to each such representative promptly following the Purchaser Representative prior to the effective date of such consentconsent describing in reasonable detail the nature and substance of such action. The Company and its Subsidiaries shall pay the reasonable out-of-pocket expenses of the Purchaser Representative incurred in connection with attending all such meetings.

Attendance at Board Meetings. The Company covenants with shall give each ---------------------------- Purchaser that, (i) for so long as such Purchaser holds any Class A Preferred or Underlying Common Stock) and its Affiliates hold in the aggregate each holder of at least one-quarter (1/4) 10% of the number outstanding Class A Preferred or at least 10% of shares (subject to appropriate adjustment to reflect any split or combination of shares) of Series C Preferred (or the equivalent in principal amount of Exchange Notes) originally purchased by them hereunder, or, if earlier, until the Public Float Date (as defined in the Amended Stockholders Agreement), and (ii) at any time, prior to or after the Public Float Date, during which the right of the holders of Series C Preferred to elect a director pursuant to Section 6(c) of the Certificate shall have been suspended pursuant to Section 6(c)(v) of the Certificate and during which such Purchaser or its Affiliates hold any shares of Series C Preferred, the Company shall give such Purchaser Underlying Common Stock written notice of each meeting of its board of directors and each committee thereof at the same time and by in the same means manner as such notice is provided given to members of the board or directors (which notice shall be promptly confirmed in writing to each such committeePerson), and the Company shall permit a single representative of each such Purchaser and its Affiliates Person to attend as an observer all meetings of its board of directors and all committees thereof; provided that in the case of telephonic meetings conducted in accordance with the Company's bylaws and applicable law, each such Person need receive only actual notice thereof at least 48 hours prior to any such meeting, and each such Person's representative shall be given the opportunity to listen to such telephonic meetings. Any such representative shall recuse himself or herself from any such meeting during the board of directors' or the committee's discussions, deliberations and voting on matters with respect to which the board of directors or the committee determines, in good faith, such representative's presence presents a conflict of interest. Each representative shall be entitled to receive all written materials and other information (including, without limitation, copies of meeting minutes) given to directors in connection with such meetings at the same time such materials and information are given to the directors. If the Company takes proposes to take any action by written consent in lieu of a meeting of its board of directors or of any committee thereof, the Company shall give a copy written notice thereof to each such representative promptly following Person prior to the effective date of such consentconsent describing in reasonable detail the nature and substance of such action. The Company shall pay the reasonable out-of-pocket expenses of each representative incurred in connection with attending such board and committee meetings. The obligations of the Company under paragraphs 3A, 3B and 3C shall terminate upon a Qualified Public Offering.

Attendance at Board Meetings. The Company covenants with shall give each Purchaser that, ---------------------------- (i) for so long as such Purchaser holds any Underlying Common Stock) and its Affiliates hold in the aggregate each holder of at least one-quarter (1/4) 5% of the number of shares (subject to appropriate adjustment to reflect any split or combination of shares) of Series C Preferred (or the equivalent in principal amount of Exchange Notes) originally purchased by them hereunder, or, if earlier, until the Public Float Date (as defined in the Amended Stockholders Agreement), and (ii) at any time, prior to or after the Public Float Date, during which the right of the holders of Series C Preferred to elect a director pursuant to Section 6(c) of the Certificate shall have been suspended pursuant to Section 6(c)(v) of the Certificate and during which such Purchaser or its Affiliates hold any shares of Series C Preferred, the Company shall give such Purchaser Underlying Common Stock written notice of each meeting of its board of directors and each committee thereof at the same time and by in the same means manner as such notice is provided given to members of the board or directors (which notice shall be confirmed in writing to each such committee, Person) and the Company shall permit a single representative of each such Purchaser and its Affiliates Person to attend attend, as an observer observer, all meetings of its board of directors and all committees thereof; provided that in the case of telephonic meetings conducted in accordance with the Company's bylaws and applicable law, each such Person's representative shall be given the opportunity to listen to such telephonic meetings. Any ; and provided further that the Company has the right to exclude such representatives from the entire meeting or portion thereof if attendance by the representative shall recuse himself or herself from any at such meeting during or portion thereof or dissemination of such information would, in the reasonable determination of the board of directors' , compromise or adversely affect the committee's discussions, deliberations and voting attorney-client privilege (on matters with respect the basis of an opinion of counsel to which the board of directors Company) or the committee determines, result in good faith, such representative's presence presents a conflict of interestinterest situation. Each representative shall be entitled to receive all written materials and other information (including, without limitation, copies of meeting minutes) given to directors in connection with such meetings at the same time such materials and information are given to the directors. If the Company takes proposes to take any action by written consent in lieu of a meeting of its board of directors or of any committee thereof, the Company shall use its best efforts to give a copy written notice thereof to each such representative promptly following Person at least two days prior to the effective date of such consentconsent describing in reasonable detail the nature and substance of such action.