Common use of Attendance at Board Meetings Clause in Contracts

Attendance at Board Meetings. So long as Kaiser Aerospace & Electronics ("Kaiser") owns at least an aggregate of 1,000,000 shares of Series A Preferred, and so long as Kaiser does not have a representative on the Board of Directors of the Company, Kaiser shall receive from the Company notices of all meetings of the Board of Directors, including without limitation telephonic meetings, and Kaiser shall receive, with such limitations provided herein, any materials distributed for such meeting, and may send one representative to such meetings, PROVIDED, HOWEVER, that the Company may require as a condition precedent that such representative proposing to attend any meeting of the Board of Directors shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so received during such meetings and may require that such representative sign a confidentiality agreement with the Company; and, PROVIDED, FURTHER, that the Company reserves the right not to provide information and to exclude such representative from any meeting or portion thereof if attendance at such meeting by such representative or dissemination of any information at such meeting to such representative would, in the good faith judgment of the Board of Directors, result in disclosure of trade secrets to such representative, would compromise or adversely affect the attorney-client privilege between the Company and its counsel, or would, in the good faith judgment of the Board of Directors, result in a conflict of interest situation. If such representative in his or her good faith judgment believes that an item to be discussed by the Board of Directors would result in any conflict of interest, such representative shall promptly bring such conflict to the attention of the Chairman of the Board. In no event shall any provision of this paragraph waive any obligation of confidentiality to the Company owed by any such representative or Kaiser.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Vista Medical Technologies Inc), Series B Preferred Stock Purchase Agreement (Vista Medical Technologies Inc)

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Attendance at Board Meetings. So long as Kaiser Aerospace & Electronics ("Kaiser") owns at least an aggregate of 1,000,000 shares of Series A Preferred, and so long as Kaiser does not have a representative on the Board of Directors of the Company, Kaiser shall receive from the Company notices of all meetings of the Board of Directors, including without limitation telephonic meetings, and Kaiser shall receive, with such limitations provided herein, any materials distributed for such meeting, and may send one representative to such meetings, : PROVIDED, HOWEVER, that the Company may require as a condition precedent that such representative proposing to attend any meeting of the Board of Directors shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so received during such meetings and may require that such representative sign a confidentiality agreement with the Company; and, PROVIDED, FURTHER, that the Company reserves the right not to provide information and to exclude such representative from any meeting or portion thereof if attendance at such meeting by such representative or dissemination of any information at such meeting to such representative would, in the good faith judgment of the Board of Directors, result in disclosure of trade secrets to such representative, would compromise or adversely affect the attorney-client privilege between the Company and its counsel, or would, in the good faith judgment of the Board of Directors, result in a conflict of interest situation. If such representative in his or her good faith judgment believes that an item to be discussed by the Board of Directors would result in any conflict of interest, such representative shall promptly prompted, bring such conflict to the attention of the Chairman of the Board. In no event shall any provision of this paragraph waive any obligation of confidentiality to the Company owed by any such representative or Kaiser.

Appears in 1 contract

Samples: Series a 1 Preferred Stock Purchase Agreement (Vista Medical Technologies Inc)

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Attendance at Board Meetings. So long as Kaiser Aerospace & Electronics Xxxxxx City Partners ("KaiserXxxxxx") owns at least an aggregate of 1,000,000 shares of Series A Preferred, and so long as Kaiser Xxxxxx does not have a representative on the Board of Directors of the Company, Kaiser Xxxxxx shall receive from the Company notices of all meetings of the Board of Directors, including without limitation telephonic meetings, and Kaiser Xxxxxx shall receive, with such limitations provided herein, any materials distributed for such meeting, and may send one representative to such meetings, PROVIDED, HOWEVER, that the Company may require as a condition precedent that such representative proposing to attend any meeting of the Board of Directors shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so received during such meetings and may require that such representative sign a confidentiality agreement with the Company; and, PROVIDED, FURTHER, that the Company reserves the right not to provide information and to exclude such representative from any meeting or portion thereof if attendance at such meeting by such representative or dissemination of any information at such meeting to such representative would, in the good faith judgment of the Board of Directors, result in disclosure of trade secrets to such representative, would compromise or adversely affect the attorney-client privilege between the Company and its counsel, or would, in the good faith judgment of the Board of Directors, result in a conflict of interest situation. If such representative in his or her good faith judgment believes that an item to be discussed by the Board of Directors would result in any conflict of interest, such representative shall promptly bring such conflict to the attention of the Chairman of the Board. In no event shall any provision of this paragraph waive any obligation of confidentiality to the Company owed by any such representative or KaiserXxxxxx.

Appears in 1 contract

Samples: Investors' Rights Agreement (Vista Medical Technologies Inc)

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