Common use of Attendance at Board Meetings Clause in Contracts

Attendance at Board Meetings. At any time at which a nominee of the Purchaser is not a member of the board of directors or any committee of the Company as provided in this Agreement and the Restated Stockholders' Agreement, permit the Purchaser or its designee to have one observer attend each meeting of the board of directors of the Company. The Company will send to the Purchaser and its designee the notice of the time and place of any such meeting in the same manner and at the same time as notice is sent to the directors; PROVIDED, HOWEVER, that the Purchaser and its designee shall always receive at least five (5) Business Days prior notice of any meeting which is not an emergency meeting and at least three (3) Business Days' notice of any emergency meeting. The Company shall also provide to the Purchaser copies of all notices, reports, minutes, consents and other documents at the time and in the manner as they are provided to the board of directors. The Purchaser shall have the right, upon request and with reasonable notice, to consult with and advise the Company regarding the Company's business. The Company shall reimburse each the Purchaser or its designee for all reasonable costs incurred by the Purchaser or its designee in connection with traveling to and from and attending meetings of the Company's board of directors. The Purchaser and its designee hereby agree to maintain the confidentiality of all confidential information of the Company to which it obtains access pursuant to Section 7.01(f), this Section 7.01(j) or Section 7.03(g); provided, however, that nothing herein shall limit the disclosure of any such information (i) to the extent required by statute, rule, regulation or judicial process, (ii) to counsel to, or auditors, accountants or consultants for, the Purchaser, (iii) in connection with any litigation to which the Purchaser is a party, or (iv) to any assignee or prospective assignee of any of the Notes.

Attendance at Board Meetings. At any time at which a nominee ---------------------------- of the Purchaser Purchasers is not a member of the board of directors Board or any committee of the Company Board as provided in this Agreement and the Amended and Restated Stockholders' Stockholders Agreement dated as of May ___, 1999 (as the same may be amended, modified or supplemented from time to time, the "Amended and Restated Stockholders Agreement") among the Company, the Purchasers and the other parties thereto, permit the Purchaser Purchasers or its their designee to have one observer attend each meeting of the board of directors of the CompanyBoard and any committee thereof. The Company will send to the Purchaser Purchasers and its their designee the notice of the time and place of any such meeting in the same manner and at the same time as notice is sent to the directorsdirectors or committee members, as the case may be; PROVIDEDprovided, HOWEVERhowever, that the Purchaser Purchasers and its their designee shall always receive received at least five ten (510) Business Days days prior notice of any meeting which is not an emergency meeting and at least three (3) Business Days' notice of any emergency meeting. The Company shall also provide to the Purchaser Purchasers copies of all notices, reports, minutes, consents and other documents at the time and in the manner as they are provided to the board of directors. The Purchaser shall have the right, upon request and with reasonable notice, to consult with and advise the Company regarding the Company's businessBoard or committees. The Company shall reimburse each the Purchaser or its designee Purchasers for all reasonable costs incurred by the Purchaser Purchasers or its their designee in connection with traveling to and from and attending meetings of the Company's board Board and committees. Any observer who attends any meetings of directors. The Purchaser the Board or committees thereof, as a condition to his or her right to attend such meetings, shall execute and its designee hereby agree to maintain comply with an agreement with the confidentiality Company containing such restrictions on the use or disclosure of all confidential information of and similar matters as the Company to which it obtains access pursuant to Section 7.01(f), this Section 7.01(j) or Section 7.03(g); provided, however, that nothing herein shall limit the disclosure of any such information (i) to the extent required by statute, rule, regulation or judicial process, (ii) to counsel to, or auditors, accountants or consultants for, the Purchaser, (iii) in connection with any litigation to which the Purchaser is a party, or (iv) to any assignee or prospective assignee of any of the Notesmay reasonably request.

Attendance at Board Meetings. At any time at which a nominee of the Purchaser is not a member of the board of directors or any committee of Prior to qualified Public Offering, the Company shall give Purchaser (so long as provided in this Agreement Purchaser holds any Underlying Common Stock) and each holder of at least 500,000 shares of Underlying Common Stock (as adjusted to account for stock splits, stock dividends, combinations of shares and other similar transactions occurring after the Restated Stockholders' AgreementClosing), permit the Purchaser or its designee to have one observer attend notice of each meeting of the Board of Directors, the board of directors of the Company. The Company will send any Subsidiary and any committee thereof at such time as notice is given to the Purchaser directors, and the Company shall permit (or cause such Subsidiary to permit) a representative of each such Person to attend as an observer all meetings of its designee the notice Board of the time Directors, such Subsidiary's board of directors and place committees thereof. Each such representative shall be entitled to receive all written materials and other information (including, without limitation, copies of any meeting minutes) given to directors in connection with such meeting in the same manner and meetings at the same time as notice is sent such materials and information are given to the directors; PROVIDED. Notwithstanding the foregoing, HOWEVERthe Company may exclude such representative from any such meetings and withhold information from such representative, that the Purchaser and its designee shall always receive at least five (5) Business Days prior notice of any meeting which is not an emergency meeting and at least three (3) Business Days' notice of any emergency meeting. The Company shall also provide to the Purchaser copies of all noticesextent necessary, reports, minutes, consents and other documents at the time and in the manner as they are provided to the board of directors. The Purchaser shall have the right, upon request and with reasonable notice, to consult with and advise the Company regarding the Company's business. The Company shall reimburse each the Purchaser or its designee for all reasonable costs incurred by the Purchaser or its designee in connection with traveling to and from and attending meetings written opinion of the Company's legal counsel, in order to preserve any attorney-client privileged information of the Company. If the Company or any of its Subsidiaries proposes to take any action by written consent in lieu of a meeting of its Board of Directors, or such Subsidiary's board of directors, or any committee thereof, the Company shall, or shall cause such Subsidiary to, give written notice thereof to each such representative prior to the effective date of such consent describing in reasonable detail the nature and substance of such action. The Purchaser Company shall, or shall cause the applicable Subsidiary to, pay the reasonable out-of-pocket travel expenses of each representative incurred in connection with attending such board and its designee hereby agree to maintain the confidentiality of all confidential information of the Company to which it obtains access pursuant to Section 7.01(f), this Section 7.01(j) or Section 7.03(g)committee meetings; provided, however, that nothing herein neither the Company nor its Subsidiaries shall limit pay the disclosure expenses of any such information (i) to the extent required by statute, rule, regulation or judicial process, (ii) to counsel to, or auditors, accountants or consultants for, the Purchaser, (iii) in connection with any litigation to which the Purchaser representative who is a party, or (iv) to any assignee or prospective assignee of any an Affiliate of the NotesInvestor Director if the Investor Director is also in attendance at such meeting.