Common use of Attendance at Board Meetings Clause in Contracts

Attendance at Board Meetings. The Company shall give each Purchaser (so ---------------------------- long as such Purchaser holds any Underlying Common Stock) and each holder of at least 5% of the Underlying Common Stock written notice of each meeting of its board of directors and each committee thereof at the same time and in the same manner as notice is given to the directors (which notice shall be confirmed in writing to each such Person) and the Company shall permit a representative of each such 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 applicable law, each such Person'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 at the same time such materials and information are given to the 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 Company shall use its best efforts to give written notice thereof to each such Person at least two days prior to the effective date of such consent describing in reasonable detail the nature and substance of such action.

Attendance at Board Meetings. The Company shall give each Purchaser (a) At any time at which no CR Representative is a member of the Board or any committee thereof, and so ---------------------------- long as such Purchaser holds (A) any Underlying Common Stockof the Notes remain outstanding or (B) and each holder of the Capital Resource Parties hold at least 5% twenty five percent (25%) of the Underlying Common Stock written notice of Series A Shares and Warrant Shares outstanding at such time, the Capital Resource Parties shall be entitled to have one observer attend each meeting of the Board and any committee thereof. (b) At any time at which no Sandler Representative is a member of the Board or any committee thereof, and so long as the Sandler Parties hold at least twenty five percent (25%) of the Series C Shares outstanding at such time, 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 board designee the notice of directors the time and each committee thereof place of any such meeting in the same manner and at the same time as notice is sent to the directors or committee members, as the case may be; provided, however, that such Holder and its designee shall each always receive at least ten (10) days prior notice of any meeting which is not an emergency meeting or of any written consent 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 same manner as notice is given they are provided to the directors (which notice Board or its committees. The Company shall be confirmed in writing to reimburse each such Person) and the Company shall permit a representative of each Holder for all reasonable costs incurred by such 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 CompanyHolder's bylaws and applicable law, each such Person'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 designee in connection with such traveling to and from and attending meetings at of the same time such materials Board and information are given to committees. (d) Any observer who attends any meetings of the directors. If the Company proposes to take any action by written consent in lieu Board of a meeting of its board of directors Directors or of 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 containing such restrictions on the use its best efforts to give written notice thereof to each such Person at least two days prior to or disclosure of confidential information and similar matters as the effective date of such consent describing in reasonable detail the nature and substance of such actionCompany may reasonably request.

Attendance at Board Meetings. The Prior to qualified Public Offering, the Company shall give each Purchaser (so ---------------------------- long as such Purchaser holds any Underlying Common Stock) and each holder of at least 5% 500,000 shares of the Underlying Common Stock 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 the same such time and in the same manner as notice is given to the directors (which notice shall be confirmed in writing to each such Person) directors, and the Company shall permit (or cause such Subsidiary to permit) a representative of each such Person to attend, attend as an observer, 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 Company's bylaws and applicable law, each such Person'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 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 at the same time such materials and information are given to the directors. Notwithstanding the foregoing, the Company may exclude such representative from any such meetings and withhold information from such representative, to the extent necessary, in the 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 directors, or of any committee thereof, the Company shall, or shall use its best efforts to cause such Subsidiary to, give written notice thereof to each such Person at least two days 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 such board and committee meetings; provided, however, neither the Company nor its Subsidiaries shall pay the expenses of any representative who is an Affiliate of the Investor Director if the Investor Director is also in attendance at such meeting.

Attendance at Board Meetings. The Company shall give deliver to each Purchaser (so ---------------------------- long as such Purchaser Investor which, together with its affiliates and or permitted transferees, holds any Underlying Common Stock) and each holder of at least 5% 500,000 shares of the Underlying Common Series B Preferred Stock (a "Representative Holder") written notice of each meeting of its board of directors and each committee thereof at the same time and in the same manner as notice is given least three business days prior to the directors (which notice shall be confirmed in writing to date of each such Person) meeting, and the Company shall permit a representative of each such Person Representative Holder 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 PersonRepresentative 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; 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 Person at least two days prior to 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. The Company shall give each Purchaser (so At any time at which a nominee ---------------------------- long as such Purchaser holds any Underlying Common Stock) and each holder of at least 5% of the Underlying Common Stock written notice Purchasers is not a member of the Board or any committee of the Board as provided in this Agreement and the Amended and Restated 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 Purchasers or their designee to have one observer attend each meeting of its board the Board and any committee thereof. The Company will send to the Purchasers and their designee the notice of directors the time and each committee thereof place of any such meeting in the same manner and at the same time as notice is sent to the directors or committee members, as the case may be; provided, however, that the Purchasers and their designee shall always received at least ten (10) 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 Purchasers copies of all notices, reports, minutes, consents and other documents at the time and in the same manner as notice is given they are provided to the directors (which notice shall be confirmed in writing to each such Person) and the Board or committees. The Company shall permit a representative of each such Person to attend, as an observer, reimburse the Purchasers for 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 applicable law, each such Person'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 reasonable costs incurred by the representative at such meeting Purchasers 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 their designee in connection with traveling to and from and attending meetings of the Board and committees. Any observer who attends any meetings of the Board or committees thereof, as a condition to his or her right to attend such meetings at the same time such materials meetings, shall execute and information are given to the directors. If comply with an agreement with the Company proposes to take any action by written consent in lieu containing such restrictions on the use or disclosure of a meeting of its board of directors or of any committee thereof, confidential information and similar matters as the Company shall use its best efforts to give written notice thereof to each such Person at least two days prior to the effective date of such consent describing in reasonable detail the nature and substance of such actionmay reasonably request.

Attendance at Board Meetings. (i) The Company shall give each Purchaser BTFIC (so ---------------------------- long as such Purchaser holds any Underlying Common Stockor its designee) and each holder of at least 5% of the Underlying Common Stock written notice of each meeting of its and its Latin American Entities' board of directors and each committee thereof at the same time and in the same manner as notice is given to the directors (which notice shall be promptly confirmed in writing to each such Person) ), and the Company shall permit a one representative of each such Person BTFIC to attend, attend as an observer, 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 Company's bylaws and applicable law, each such Person'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 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 at the same time such materials and information are given to the directors. 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 use its best efforts to give written notice thereof to each such Person at least two days 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 such representative incurred in connection with attending such board and committee meetings 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 outstanding, Holdings shall provide to BTFIC observer rights with respect to meetings of the board of directors 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 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 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 attorney-client privilege between Holdings and its counsel or would result in disclosure of trade secrets to BTFIC or such representative(s) or its BTFIC or such representative(s) is a direct competitor of Holdings or such Latin American Entity.

Attendance at Board Meetings. The Company shall give covenants with each Purchaser that, (i) for so ---------------------------- long as such Purchaser holds any Underlying Common Stock) and each holder of its Affiliates hold in the aggregate at least 5% one-quarter (1/4) of the Underlying Common Stock written 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 Company shall give such Purchaser notice of each meeting of its board of directors and each committee thereof at the same time and in by the same manner means as such notice is given provided to members of the directors (which notice shall be confirmed in writing to each board or such Person) committee, and the Company shall permit a single representative of each such Person Purchaser and its Affiliates 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 applicable law, each such Person's representative shall be given the opportunity to listen to such telephonic meetings; and provided, further, that the Company has the right to exclude . Any such representatives representative shall recuse himself or herself from the entire meeting or portion thereof if attendance by the representative at any such meeting or portion thereof or dissemination of such information would, in the reasonable determination of during the board of directors' or the committee's discussions, compromise deliberations and voting on matters with respect to which the board of directors or adversely affect the attorney-client privilege (on the basis of an opinion of counsel to the Company) or result committee determines, in good faith, such representative's presence presents a conflict of interest situationinterest. 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 at the same time such materials and information are given to the directors. 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 use its best efforts to give written notice a copy thereof to each such Person at least two days prior to representative promptly following the effective date of such consent describing in reasonable detail the nature and substance of such actionconsent.