Common use of Attendance at Board Meetings Clause in Contracts

Attendance at Board Meetings. The Company shall deliver to each Investor which, together with its affiliates and or permitted transferees, holds at least 500,000 shares of the Series B Preferred Stock (a "Representative Holder") written notice of each meeting of its board of directors and each committee thereof at least three business days prior to the date of each such meeting, and the Company shall permit a representative of each such Representative Holder 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 bylaws and the Company and applicable law, each such Representative Holder need receive only actual notice thereof at least 48 hours prior to any such meeting, and each such Representative Holder's representative shall be given the opportunity to listen to such telephonic meetings. 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 substantially at the same time such materials and information are given to the directors; provided, however, that the Company reserves the right to exclude such representative from access to any material or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the Company's attorney-client privilege. 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 Company shall give written notice thereof to each such Representative Holder promptly after the effective date of such consent 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 any such board and committee meetings which are held outside of the State of Utah. Notwithstanding anything to the contrary contained herein, the terms and provisions of this paragraph Section 6.5 shall terminate automatically and be of no further force and effect upon the consummation of a Qualified Public Offering.

Attendance at Board Meetings. (i) The Company shall deliver to each Investor which, together with give BTFIC (or its affiliates and or permitted transferees, holds at least 500,000 shares of the Series B Preferred Stock (a "Representative Holder"designee) written notice of each meeting of its and its Latin American Entities' board of directors and each committee thereof at least three business days prior the same time and in the same manner as notice is given to the date of directors (which notice shall be promptly confirmed in writing to each such meetingPerson), and the Company shall permit a one representative of each such Representative Holder BTFIC to attend as an observer all such meetings of its board of directors and all committees thereof; provided that in the case of telephonic meetings conducted in accordance with the bylaws and the Company and applicable law, each such Representative Holder need receive only actual notice thereof at least 48 hours prior to any such meeting, and each such Representative Holder's representative shall be given the opportunity to listen to such telephonic meetings. Each Such representative shall be entitled to receive all written materials and other information (including, without limitation, including copies of meeting minutes) given to directors in connection with such meetings substantially at the same time such materials and information are given to the directors; provided, however, that the Company reserves the right to exclude such representative from access to any material or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the Company's attorney-client privilege. If the Company or any Latin American Entities 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 written notice thereof to each such Representative Holder promptly after BTFIC thereof prior to the effective date of such consent describing in reasonable detail the nature and substance of such action. The Company shall pay the reasonable out-of-pocket expenses of each such representative incurred in connection with attending any such board and committee meetings which to the extent that any other observers receive payment of their out-of-pocket expenses. Notwithstanding the foregoing, Company reserves the right to withhold any information and to exclude a representative of BTFIC from any meeting or portion thereof (i) during the existence of an Event of Default or Potential Event of Default; or (ii) if BTFIC is provided evidence that access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to such representative or if BTFIC or its representative is a direct competitor of Company. (ii) So long as the Warrants are held outside outstanding, Holdings shall provide to BTFIC observer rights with respect to meetings of the State board of Utahdirectors of Holdings that are identical to those granted to each Investor (as defined in the Investor Rights Agreement) pursuant to Section 2.7 of the Investor Rights Agreement as in effect as of the date hereof, except that the first proviso shall not be included in the incorporation of that section by reference into this Agreement and instead the provisions of Section 8.24 hereof shall apply. In addition and without prejudice to any observer rights BTFIC may have hereunder or under the Investor Rights Agreement, if the board of directors of Holdings or any committee thereof proposes to take any action with respect to any Latin American Entity, then (i) the observer rights granted pursuant to Section 2.7 of the Investor Rights Agreement shall be deemed to include meetings of any committees of the board of Holdings at which such matters are discussed or acted upon and (ii) if the board of Holdings or such committee thereof proposes to take such action through written consent in lieu of a meeting, then Holdings shall give written notice thereof prior to the effective date of such consent describing in reasonable detail the nature and substance of such action. Notwithstanding anything the foregoing, Holdings reserves the right to withhold any information and to exclude BTFIC's representative(s) from any meeting or portion thereof (x) during the contrary contained herein, existence of an Event of Default or Potential Event of Default or (y) if BTFIC is provided evidence that access to such information or attendance at such meeting could adversely affect the terms attorney-client privilege between Holdings and provisions its counsel or would result in disclosure of this paragraph Section 6.5 shall terminate automatically and be trade secrets to BTFIC or such representative(s) or its BTFIC or such representative(s) is a direct competitor of no further force and effect upon the consummation of a Qualified Public OfferingHoldings or such Latin American Entity.

Attendance at Board Meetings. The Company shall deliver to give each Investor which, together with its affiliates ---------------------------- Purchaser (so long as such Purchaser holds any Class A Preferred or Underlying Common Stock) and or permitted transferees, holds each holder of at least 500,000 shares 10% of the Series B outstanding Class A Preferred or at least 10% of Underlying Common Stock (a "Representative Holder") written notice of each meeting of its board of directors and each committee thereof at least three business days prior the same time and in the same manner as notice is given to the date of directors (which notice shall be promptly confirmed in writing to each such meetingPerson), and the Company shall permit a representative of each such Representative Holder 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 the Company and applicable law, each such Representative Holder Person need receive only actual notice thereof at least 48 hours prior to any such meeting, and each such Representative HolderPerson's representative shall be given the opportunity to listen to such telephonic meetings. 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 substantially at the same time such materials and information are given to the directors; provided, however, that the Company reserves the right to exclude such representative from access to any material or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the Company's attorney-client privilege. 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 Company shall give written notice thereof to each such Representative Holder promptly after Person prior to the effective date of such consent 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 any such board and committee meetings which are held outside meetings. The obligations of the State of Utah. Notwithstanding anything to the contrary contained hereinCompany under paragraphs 3A, the terms 3B and provisions of this paragraph Section 6.5 3C shall terminate automatically and be of no further force and effect upon the consummation of a Qualified Public Offering.

Attendance at Board Meetings. The Company shall deliver to covenants with each Investor whichPurchaser that, together with (i) for so long as such Purchaser and its affiliates and or permitted transferees, holds Affiliates hold in the aggregate at least 500,000 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 Series B Preferred Stock (a "Representative Holder") written Company shall give such Purchaser notice of each meeting of its board of directors and each committee thereof at least three business days prior the same time and by the same means as such notice is provided to members of the date of each board or such meetingcommittee, and the Company shall permit a single representative of each such Representative Holder Purchaser and its Affiliates 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 bylaws and the Company and applicable law, each such Representative Holder need receive only actual notice thereof at least 48 hours prior to any such meeting, and each such Representative Holder'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 substantially at the same time such materials and information are given to the directors; provided, however, that the Company reserves the right to exclude such representative from access to any material or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the Company's attorney-client privilege. If the Company proposes to take 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 written notice a copy thereof to each such Representative Holder representative promptly after following the effective date of such consent 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 any such board and committee meetings which are held outside of the State of Utah. Notwithstanding anything to the contrary contained herein, the terms and provisions of this paragraph Section 6.5 shall terminate automatically and be of no further force and effect upon the consummation of a Qualified Public Offeringconsent.

Attendance at Board Meetings. The Prior to qualified Public Offering, the Company shall deliver to give Purchaser (so long as Purchaser holds any Underlying Common Stock) and each Investor which, together with its affiliates and or permitted transferees, holds holder of at least 500,000 shares of the Series B Preferred Underlying Common Stock (a "Representative Holder") written as adjusted to account for stock splits, stock dividends, combinations of shares and other similar transactions occurring after the Closing), notice of each meeting of its the Board of Directors, the board of directors of any Subsidiary and each any committee thereof at least three business days prior such time as notice is given to the date of each such meetingdirectors, and the Company shall permit (or cause such Subsidiary to permit) a representative of each such Representative Holder Person to attend as an observer all meetings of its Board of Directors, such Subsidiary's board of directors and all committees thereof; provided that in the case of telephonic meetings conducted in accordance with the bylaws and the Company and applicable law, each such Representative Holder need receive only actual notice thereof at least 48 hours prior to any such meeting, and each such Representative Holder's representative shall be given the opportunity to listen to such telephonic meetings. Each such 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 substantially at the same time such materials and information are given to the directors; provided. Notwithstanding the foregoing, however, that the Company reserves the right to may exclude such representative from access any such meetings and withhold information from such representative, to any material or portion thereof if the Company believes upon advice extent necessary, in the written opinion of counsel that such exclusion is reasonably necessary to preserve the Company's legal counsel, in order to preserve any attorney-client privilegeprivileged 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 directors, or of any committee thereof, the Company shall, or shall cause such Subsidiary to, give written notice thereof to each such Representative Holder promptly after representative prior to the effective date of such consent describing in reasonable detail the nature and substance of such action. The 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 any such board and committee meetings which are held outside meetings; provided, however, neither the Company nor its Subsidiaries shall pay the expenses of any representative who is an Affiliate of the State of Utah. Notwithstanding anything to Investor Director if the contrary contained herein, the terms and provisions of this paragraph Section 6.5 shall terminate automatically and be of no further force and effect upon the consummation of a Qualified Public OfferingInvestor Director is also in attendance at such meeting.

Attendance at Board Meetings. The Company shall deliver to give each Investor which, together with its affiliates Purchaser ---------------------------- (so long as such Purchaser holds any Underlying Common Stock) and or permitted transferees, holds each holder of at least 500,000 shares 5% of the Series B Preferred Underlying Common Stock (a "Representative Holder") written notice of each meeting of its board of directors and each committee thereof at least three business days prior the same time and in the same manner as notice is given to the date of directors (which notice shall be confirmed in writing to each such meeting, Person) and the Company shall permit a representative of each such Representative Holder 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 the Company and applicable law, each such Representative Holder need receive only actual notice thereof at least 48 hours prior to any such meeting, and each such Representative HolderPerson's representative shall be given the opportunity to listen to such telephonic meetings; 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 at such meeting or portion thereof or dissemination of such information would, in the reasonable determination of the board of directors, compromise or adversely affect the attorney-client privilege (on the basis of an opinion of counsel to the Company) or result in a conflict of interest 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 substantially at the same time such materials and information are given to the directors; provided, however, that the Company reserves the right to exclude such representative from access to any material or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the Company's attorney-client privilege. 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 Company shall use its best efforts to give written notice thereof to each such Representative Holder promptly after Person at least two days prior to the effective date of such consent 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 any such board and committee meetings which are held outside of the State of Utah. Notwithstanding anything to the contrary contained herein, the terms and provisions of this paragraph Section 6.5 shall terminate automatically and be of no further force and effect upon the consummation of a Qualified Public Offering.

Attendance at Board Meetings. So long as any Securities remain outstanding or notes issued in exchange for any Securities remain outstanding and prior to the indefeasible payment in full of all amounts due and owing under the Notes, the Purchasers shall have the right to attend and observe all the Company’s board of managers meetings (the “Purchasers’ Observation Rights”). The Company shall deliver to each Investor which, together with its affiliates and or permitted transferees, holds at least 500,000 shares of give the Series B Preferred Stock (a "Representative Holder") Purchasers written notice of each meeting of its board of directors managers and each committee thereof at least three business days (3) Business Days prior to the date of each such meeting, and the Company shall permit a one (1) representative of each such Representative Holder C3 and C3 II (the “Purchaser Representative”) to attend as an observer all meetings of its board of directors managers and all committees thereof; provided provided, that in the case of telephonic meetings conducted in accordance with the bylaws and the Company Company’s Governing Documents and applicable law, each such the Purchaser Representative Holder need shall receive only actual notice thereof at least 48 hours prior to any such meeting, and each such the Purchaser Representative Holder's representative shall be given the opportunity to listen to such telephonic meetingsmeetings unless the Purchaser Representative shall have waived in writing such advance notice. Each representative The Purchaser Representative shall be entitled to receive all written materials and other information (including, without limitation, copies of meeting minutes) given to directors managers in connection with such meetings substantially at the same time such materials and information are given to the directors; provided, however, that the Company reserves the right to exclude such representative from access to any material or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the Company's attorney-client privilegemanagers. If the Company proposes to take any action by written consent in lieu of a meeting of its board of directors managers or of any committee thereof, the Company shall give written notice thereof to each such the Purchaser Representative Holder promptly after prior to the effective date of such consent describing in reasonable detail the nature and substance of such action. The Company shall pay the reasonable out-of-pocket expenses of each representative the Purchaser Representative incurred in connection with attending any all such board and committee meetings which are held outside of the State of Utah. Notwithstanding anything to the contrary contained herein, the terms and provisions of this paragraph Section 6.5 shall terminate automatically and be of no further force and effect upon the consummation of a Qualified Public Offeringmeetings.

Attendance at Board Meetings. The Company shall deliver to give each Investor which, together with its affiliates Purchaser (so ---------------------------- long as such Purchaser holds any Underlying Common Stock) and or permitted transferees, holds each holder of at least 500,000 shares 5% of the Series B Preferred Underlying Common Stock (a "Representative Holder") written notice of each meeting of its board of directors and each committee thereof at least three business days prior the same time and in the same manner as notice is given to the date of directors (which notice shall be confirmed in writing to each such meeting, Person) and the Company shall permit a representative of each such Representative Holder 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 the Company and applicable law, each such Representative Holder need receive only actual notice thereof at least 48 hours prior to any such meeting, and each such Representative HolderPerson's representative shall be given the opportunity to listen to such telephonic meetings; 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 at such meeting or portion thereof or dissemination of such information would, in the reasonable determination of the board of directors, compromise or adversely affect the attorney-client privilege (on the basis of an opinion of counsel to the Company) or result in a conflict of interest 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 substantially at the same time such materials and information are given to the directors; provided, however, that the Company reserves the right to exclude such representative from access to any material or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the Company's attorney-client privilege. 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 Company shall use its best efforts to give written notice thereof to each such Representative Holder promptly after Person at least two days prior to the effective date of such consent 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 any such board and committee meetings which are held outside of the State of Utah. Notwithstanding anything to the contrary contained herein, the terms and provisions of this paragraph Section 6.5 shall terminate automatically and be of no further force and effect upon the consummation of a Qualified Public Offering.

Attendance at Board Meetings. The Company shall deliver to each Investor which(a) At any time at which no CR Representative is a member of the Board or any committee thereof, together with its affiliates and so long as (A) any of the Notes remain outstanding or permitted transferees, holds (B) the Capital Resource Parties hold at least 500,000 shares twenty five percent (25%) of the Series B Preferred Stock (a "Representative Holder") written notice of each meeting of its board of directors A Shares and each committee thereof Warrant Shares outstanding at least three business days prior to such time, the date of each such meeting, and the Company shall permit a representative of each such Representative Holder 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 bylaws and the Company and applicable law, each such Representative Holder need receive only actual notice thereof at least 48 hours prior to any such meeting, and each such Representative Holder's representative shall be given the opportunity to listen to such telephonic meetings. Each representative Capital Resource Parties shall be entitled to receive all written materials have one observer attend each meeting of the Board and other information any committee thereof. (includingb) At any time at which no Sandler Representative is a member of the Board or any committee thereof, without limitationand so long as the Sandler Parties hold at least twenty five percent (25%) of the Series C Shares outstanding at such time, copies the Sandler Parties shall be entitled to have one observer attend each meeting of the Board and any Committee thereof. (c) The Company will send to any Holder entitled to designate an observer pursuant to subsection (a) or (b) of this Section 2.2 and its designee the notice of the time and place of any such meeting minutes) given to directors in connection with such meetings substantially the same manner and at the same time such materials and information are given as notice is sent to the directorsdirectors or committee members, as the case may be; provided, however, that the Company reserves the right to exclude such representative from access to Holder and its designee shall each always receive at least ten (10) days prior notice of any material meeting which is not an emergency meeting or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the Company's attorney-client privilege. If the Company proposes to take any action by written consent in lieu of a meeting of its board requested of directors and at least three (3) Business Days' notice of any emergency meeting or emergency written consent requested of directors. The Company shall also provide to each such party copies of all notices, reports, minutes, consents and other documents at the time and in the manner as they are provided to the Board or its committees. The Company shall reimburse each such Holder for all reasonable costs incurred by such Holder's designee in connection with traveling to and from and attending meetings of the Board and committees. (d) Any observer who attends any meetings of the Board of Directors or any committee thereof, as a condition to his or her right to attend such meetings, shall execute and comply with an agreement with the Company shall give written notice thereof to each containing such Representative Holder promptly after restrictions on the effective date use or disclosure of such consent describing in reasonable detail confidential information and similar matters as 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 any such board and committee meetings which are held outside of the State of Utah. Notwithstanding anything to the contrary contained herein, the terms and provisions of this paragraph Section 6.5 shall terminate automatically and be of no further force and effect upon the consummation of a Qualified Public Offeringmay reasonably request.