Common use of Board Observer Rights Clause in Contracts

Board Observer Rights. So long as the Holders continue to Beneficially Own in the aggregate at least twenty percent (20%) of the Company’s then outstanding Voting Stock, GE shall be entitled to have one representative of Investor, GE or any GE Subsidiary that is mutually agreed upon in advance by Company (such consent not to be unreasonably withheld) attend all meetings of the Board of Directors (and any committees upon which the Investor Designee sits that are held incident with such Board Meeting), in a non-voting observer capacity (the “Board Observer”) and, in this respect, shall give such representative copies of all notices (in the same manner as provided to the members of Board of Directors), minutes, consents and other materials that it has provided to its directors in connection with such meeting; provided, however, that the Company reserves the right to exclude such representative from access to any of such materials or meetings or portions thereof if the Company believes that (a) any such material or portion thereof to be a trade secret or similar confidential information, or (b) such exclusion is necessary to preserve the attorney-client privilege. GE shall be entitled to select a substitute person to serve as Board Observer that is mutually agreed in advance by the Company (such consent not to be unreasonably withheld), provided that GE may not appoint a new Board Observer more than once in any twelve (12) month period.

Board Observer Rights. So For so long as the Holders continue to Beneficially Own in the aggregate at least twenty percent (20%) any of the Company’s then outstanding Voting StockPrior Purchasers continues to hold any amount of equity securities of the Company owned by such Prior Purchasers as of the Closing Date under the Series D Stock Purchase Agreement, GE dated as of March 30, 2000, by and among the Company and such Prior Purchasers, (provided that such securities shall be entitled deemed to have one be owned and to remain outstanding notwithstanding any conversion, exercise or exchange of such securities for other securities unless such conversion, exercise or exchange is in connection with a merger or consolidation of the Company in which the Company is not the surviving corporation), the Company will permit a representative of Investorthe Prior Purchasers, GE or any GE Subsidiary that is mutually agreed upon in advance by reasonably acceptable to the Company (such consent not the “Observer”) to be unreasonably withheld) attend all meetings of the Company’s Board of Directors (and any committees upon which the Investor Designee sits that are held incident with such Board Meeting)whether in person, telephonic or other) in a non-voting voting, observer capacity (and shall provide to the “Board Observer”) and, in this respectconcurrently with the members of the Board, shall give such representative copies of all notices (and in the same manner as manner, notice of each such meeting and a copy of all materials provided to the members of Board of Directors), minutes, consents and other materials that it has provided to its directors in connection with such meetingmembers; provided, however, that the Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided, further, that the Company reserves the right rights to withhold any information and to exclude such representative the Observer from access to any of such materials or meetings or portions thereof if the Company believes that (a) any such material meeting or portion thereof if access to be a trade secret such information or similar confidential information, or (b) attendance at such exclusion is necessary to preserve meeting could adversely affect the attorney-client privilege. GE shall be entitled to select a substitute person to serve as Board Observer that is mutually agreed in advance by privilege between the Company (such consent not and its counsel or would result in the disclosure of trade secrets to be unreasonably withheld), provided that GE may not appoint a new Board Observer more than once in any twelve (12) month periodthe Observer.