Common use of Attendance at Board Meetings Clause in Contracts

Attendance at Board Meetings. The Company shall give Purchaser (so ---------------------------- long as such Purchaser holds any Underlying Common Stock) written notice of each quarterly meeting of its board of directors and each regularly scheduled committee meeting 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 representative of each such Person to attend as an observer all quarterly meetings of its board of directors and all committees thereof; provided, however, that in the event the board of directors or any committee thereof reasonably determines that an executive session is appropriate under the circumstances, the board of directors or such committee may excuse the observer from any such executive session. 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 direc-tors. If the Company pro-poses 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 Person 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 Purchaser (so ---------------------------- long as such Purchaser holds any Underlying Common Stock) each Qualified Holder who does not have a representative on the Company's board of directors written notice of each quarterly meeting of its board of directors and each regularly scheduled committee meeting 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 promptly confirmed in writing to date of each such Person)meeting, and the Company shall permit a representative representatives of each such Person all Qualified Holders to attend as an observer observers all quarterly meetings of its board of directors and all committees thereof; provided, however, provided that in the event case of telephonic meetings conducted in accordance with the board of directors or any committee Company's bylaws and applicable law, each such Qualified Holder need receive only actual notice thereof reasonably determines that an executive session is appropriate under the circumstances, the board of directors or such committee may excuse the observer from at least 48 hours prior to any such executive sessionmeeting, and each such Qualified 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 at the same time such materials and information are given to the direc-torsdirectors. If the Company pro-poses 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 Person Qualified Holder 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 such board and committee meetings.