Common use of Attendance at Board Meetings Clause in Contracts

Attendance at Board Meetings. So long as Kaiser Aerospace & Electronics ("Kaiser") owns at least an aggregate of 1,000,000 shares of Series A Preferred, and so long as Kaiser does not have a representative on the Board of Directors of the Company, Kaiser shall receive from the Company notices of all meetings of the Board of Directors, including without limitation telephonic meetings, and Kaiser shall receive, with such limitations provided herein, any materials distributed for such meeting, and may send one representative to such meetings, PROVIDED, HOWEVER, that the Company may require as a condition precedent that such representative proposing to attend any meeting of the Board of Directors shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so received during such meetings and may require that such representative sign a confidentiality agreement with the Company; and, PROVIDED, FURTHER, that the Company reserves the right not to provide information and to exclude such representative from any meeting or portion thereof if attendance at such meeting by such representative or dissemination of any information at such meeting to such representative would, in the good faith judgment of the Board of Directors, result in disclosure of trade secrets to such representative, would compromise or adversely affect the attorney-client privilege between the Company and its counsel, or would, in the good faith judgment of the Board of Directors, result in a conflict of interest situation. If such representative in his or her good faith judgment believes that an item to be discussed by the Board of Directors would result in any conflict of interest, such representative shall promptly bring such conflict to the attention of the Chairman of the Board. In no event shall any provision of this paragraph waive any obligation of confidentiality to the Company owed by any such representative or Kaiser.

Attendance at Board Meetings. So The Company shall give each Purchaser (so ---------------------------- long as Kaiser Aerospace & Electronics ("Kaiser"such Purchaser holds any Underlying Common Stock) owns and each holder of at least an aggregate 5% of 1,000,000 shares the Underlying Common Stock written notice of Series A Preferred, each meeting of its board of directors and so long each committee thereof at the same time and in the same manner as Kaiser does not have notice is given to the directors (which notice shall be confirmed in writing to each such Person) and the Company shall permit a representative on the Board of Directors of the Companyeach such Person to attend, Kaiser shall receive from the Company notices of as an observer, all meetings of its board of directors and all committees thereof; provided that in the Board case of Directorstelephonic meetings conducted in accordance with the Company's bylaws and applicable law, including without limitation each such Person's representative shall be given the opportunity to listen to such telephonic meetings; and provided, and Kaiser shall receive, with such limitations provided herein, any materials distributed for such meeting, and may send one representative to such meetings, PROVIDED, HOWEVERfurther, that the Company may require as a condition precedent that such representative proposing to attend any meeting of the Board of Directors shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so received during such meetings and may require that such representative sign a confidentiality agreement with the Company; and, PROVIDED, FURTHER, that the Company reserves has the right not to provide information and to exclude such representative representatives from any the entire meeting or portion thereof if attendance by the representative at such meeting by such representative or portion thereof or dissemination of any such information at such meeting to such representative would, in the good faith judgment reasonable determination of the Board board of Directorsdirectors, result in disclosure of trade secrets to such representative, would compromise or adversely affect the attorney-client privilege between (on the Company and its counsel, basis of an opinion of counsel to the Company) or would, in the good faith judgment of the Board of Directors, result in a conflict of interest situation. If such representative in his or her good faith judgment believes that an item to be discussed by the Board of Directors would result in any conflict of interest, such Each representative shall promptly bring be entitled to receive all written materials and other information (including, without limitation, copies of meeting minutes) given to directors in connection with such conflict meetings at the same time such materials and information are given to the attention directors. If the Company proposes to take any action by written consent in lieu of a meeting of its board of directors or of any committee thereof, the Chairman of the Board. In no event Company shall any provision of this paragraph waive any obligation of confidentiality use its best efforts to give written notice thereof to each such Person at least two days prior to the Company owed by any effective date of such representative or Kaiserconsent describing in reasonable detail the nature and substance of such action.

Attendance at Board Meetings. So long as Kaiser Aerospace & Electronics ("Kaiser") owns at least an aggregate of 1,000,000 shares of Series A Preferred, and so long as Kaiser does not have a representative on the Board of Directors of the Company, Kaiser shall receive from the Company notices of all meetings of the Board of Directors, including without limitation telephonic meetings, and Kaiser shall receive, with such limitations provided herein, any materials distributed for such meeting, and may send one representative to such meetings, : PROVIDED, HOWEVER, that the Company may require as a condition precedent that such representative proposing to attend any meeting of the Board of Directors shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so received during such meetings and may require that such representative sign a confidentiality agreement with the Company; and, PROVIDED, FURTHER, that the Company reserves the right not to provide information and to exclude such representative from any meeting or portion thereof if attendance at such meeting by such representative or dissemination of any information at such meeting to such representative would, in the good faith judgment of the Board of Directors, result in disclosure of trade secrets to such representative, would compromise or adversely affect the attorney-client privilege between the Company and its counsel, or would, in the good faith judgment of the Board of Directors, result in a conflict of interest situation. If such representative in his or her good faith judgment believes that an item to be discussed by the Board of Directors would result in any conflict of interest, such representative shall promptly prompted, bring such conflict to the attention of the Chairman of the Board. In no event shall any provision of this paragraph waive any obligation of confidentiality to the Company owed by any such representative or Kaiser.

Attendance at Board Meetings. So long as Kaiser Aerospace & Electronics ▇▇▇▇▇▇ City Partners ("Kaiser▇▇▇▇▇▇") owns at least an aggregate of 1,000,000 shares of Series A Preferred, and so long as Kaiser ▇▇▇▇▇▇ does not have a representative on the Board of Directors of the Company, Kaiser ▇▇▇▇▇▇ shall receive from the Company notices of all meetings of the Board of Directors, including without limitation telephonic meetings, and Kaiser ▇▇▇▇▇▇ shall receive, with such limitations provided herein, any materials distributed for such meeting, and may send one representative to such meetings, PROVIDED, HOWEVER, that the Company may require as a condition precedent that such representative proposing to attend any meeting of the Board of Directors shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so received during such meetings and may require that such representative sign a confidentiality agreement with the Company; and, PROVIDED, FURTHER, that the Company reserves the right not to provide information and to exclude such representative from any meeting or portion thereof if attendance at such meeting by such representative or dissemination of any information at such meeting to such representative would, in the good faith judgment of the Board of Directors, result in disclosure of trade secrets to such representative, would compromise or adversely affect the attorney-client privilege between the Company and its counsel, or would, in the good faith judgment of the Board of Directors, result in a conflict of interest situation. If such representative in his or her good faith judgment believes that an item to be discussed by the Board of Directors would result in any conflict of interest, such representative shall promptly bring such conflict to the attention of the Chairman of the Board. In no event shall any provision of this paragraph waive any obligation of confidentiality to the Company owed by any such representative or Kaiser▇▇▇▇▇▇.