Common use of Board of Directors Meetings Clause in Contracts

Board of Directors Meetings. After the Closing of the Merger, for as long as Cornerstone Equity Investors IV, L.P. holds at least one-half of the Parent Merger Shares issued to them in connection with the Merger, Parent shall permit one (1) representative of Cornerstone Equity Investors IV, L.P. (the "CORNERSTONE OBSERVER") to attend, in a non-voting observer capacity, each meeting of the Board of Directors of Parent and each meeting of any committee thereof and to participate in all discussions during each such meeting. Parent shall send to the Cornerstone Observer notice of the time and place of any such meeting, in the same manner and at the same time as notice is sent to its directors. Parent shall also provide to the Cornerstone Observer copies of all notices, reports, minutes, contracts and other documents, at the time and in the same manner as such documents are provided to the Board of Directors of Parent, unless the Board of Directors or management of Parent shall determine that delivery of such notice and/or materials to the Cornerstone Observer may be detrimental to Parent. Upon the request of the Board of Directors of the Company, the Cornerstone Observer will excuse himself from any portion of Board or committee meetings if the Board of Directors shall determine that the Cornerstone Observer's presence may violate the attorney-client privilege or may create a conflict of interest or may be otherwise detrimental to Parent. Any materials furnished to the Cornerstone Observer and the discussions and presentations in connection with or at any meeting shall be considered confidential information and the Cornerstone Observer will keep such materials and discussions confidential and will not disclose or divulge such materials and discussions to any third party.

Board of Directors Meetings. After The Company shall use its best --------------------------- efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter. In addition to the Closing rights of the MergerPurchasers set forth in the Supplemental Voting Agreement, for as long as Cornerstone Equity Investors IV, L.P. holds the Company shall permit each Purchaser owning at least one-half of the Parent Merger 400,000 Preferred Shares issued to them in connection with the Merger, Parent shall permit have one (1) representative of Cornerstone Equity Investors IV, L.P. (the "CORNERSTONE OBSERVER") to attend, in a non-voting observer capacity, attend each meeting of the Board of Directors of Parent the Company and each meeting of any committee thereof and to participate in all discussions during each such meeting. Parent The Company shall send to each Purchaser and each such representative the Cornerstone Observer notice of the time and place of any such meeting, meeting in the same manner and at the same time as it shall send such notice is sent to its directorsdirectors or committee members, as the case may be; provided, however, that the Company shall -------- ------- have no obligations with respect to notice or permitted attendance of a nondirector Purchaser's representative under this Section 5.10 in the event of any meeting of the Board of Directors, or portion thereof, as to which the Board shall reasonably conclude (and shall have notified each Purchaser of such conclusion) that the existence or potential existence of a significant conflict of interest or the necessity of confidentiality in the best interests of the Company and the stockholders precludes such notice or attendance. Parent As a condition to attendance at any Board of Directors meeting, each Purchaser agrees that such Purchaser's representative may be required to sign and deliver to the Company a confidentiality agreement in a reasonable form provided by the Company from time to time. The Company shall also provide to the Cornerstone Observer each Purchaser and designee copies of all notices, reports, minutes, contracts minutes and other documents, consents at the time and in the same manner as such documents they are provided to the Board of Directors of Parentor committee, unless except for information reasonably designated as proprietary information by the Board of Directors or management of Parent shall determine that delivery of such notice and/or materials to the Cornerstone Observer may be detrimental to Parent. Upon the request of the Board of Directors of the Company, the Cornerstone Observer will excuse himself from any portion of Board or committee meetings if the Board of Directors shall determine that the Cornerstone Observer's presence may violate the attorney-client privilege or may create a conflict of interest or may be otherwise detrimental to Parent. Any materials furnished to the Cornerstone Observer and the discussions and presentations in connection with or at any meeting shall be considered confidential information and the Cornerstone Observer will keep such materials and discussions confidential and will not disclose or divulge such materials and discussions to any third partyDirectors.

Board of Directors Meetings. After the Closing The Company shall use its best --------------------------- efforts to ensure that meetings of the Merger, for as long as Cornerstone Equity Investors IV, L.P. holds its Board of Directors are held at least one-half of the Parent Merger Shares issued to them in connection with the Merger, Parent four times each year and at least once each quarter. The Company shall permit each Purchaser owning at least 1,000,000 Preferred Shares to have one (1) representative of Cornerstone Equity Investors IV, L.P. (the "CORNERSTONE OBSERVER") to attend, in a non-voting observer capacity, attend each meeting of the Board of Directors of Parent the Company and each meeting of any committee thereof and to participate in all discussions during each such meeting. Parent The Company shall send to each Purchaser and each such representative the Cornerstone Observer notice of the time and place of any such meeting, meeting in the same manner and at the same time as it shall send such notice is sent to its directorsdirectors or committee members, as the case may be; provided, however, that the Company shall have no obligations -------- ------- with respect to notice or permitted attendance of a non-director Purchaser's representative under this Section 5.10 in the event of any meeting of the Board of Directors, or portion thereof, as to which the Board shall reasonably conclude (and shall have notified each Purchaser of such conclusion) that the existence or potential existence of a significant conflict of interest or the necessity of confidentiality in the best interests of the Company and the stockholders precludes such notice or attendance. Parent As a condition to attendance at any Board of Directors meeting, each Purchaser agrees that such Purchaser's representative may be required to sign and deliver to the Company a confidentiality agreement in a reasonable form provided by the Company from time to time. The Company shall also provide to the Cornerstone Observer each Purchaser and designee copies of all notices, reports, minutes, contracts minutes and other documents, consents at the time and in the same manner as such documents they are provided to the Board of Directors of Parentor committee, unless except for information reasonably designated as proprietary information by the Board of Directors or management of Parent shall determine that delivery of such notice and/or materials to the Cornerstone Observer may be detrimental to Parent. Upon the request of the Board of Directors of the Company, the Cornerstone Observer will excuse himself from any portion of Board or committee meetings if the Board of Directors shall determine that the Cornerstone Observer's presence may violate the attorney-client privilege or may create a conflict of interest or may be otherwise detrimental to Parent. Any materials furnished to the Cornerstone Observer and the discussions and presentations in connection with or at any meeting shall be considered confidential information and the Cornerstone Observer will keep such materials and discussions confidential and will not disclose or divulge such materials and discussions to any third partyDirectors.