BOARD REPRESENTATION OR ATTENDANCE BY OBSERVER. The Company agrees that until such time as the Notes shall have been fully paid or converted that the Due Diligence Fee Recipient shall have the right, but not the obligation, from time to time to designate in writing a nominee to serve as a member of the Board of Directors of the Company. The Company will expeditiously secure the appointment of such designee as Director of the Company not later than the Closing Date. During such time as the Due Diligence Fee Recipient has not exercised such rights, the Due Diligence Fee Recipient shall have the right to designate an observer, who shall be entitled to attend and participate (but not vote) in all meetings of the Board of Directors of the Company and to receive all notices, reports, information, correspondence and communications sent by the Company to members of the Board of Directors. From and after the occurrence of an Event of Default that is not cured during any applicable cure period, the Due Diligence Fee Recipient shall be entitled to appoint a majority of the board of directors of the Company to serve during the pendency of such Event of Default. All reasonable costs and expenses incurred in connection therewith by any such designated Director or observer, or by the Lead Investor on behalf of such Director or observer, shall be reimbursed by the Company to the extent that the Company reimburses such expenses incurred by any directors of the Company. It is provided and agreed that the actions and advice of any person while serving pursuant to this section as a Director or an observer at meetings of the Board of Directors shall be construed to be the actions and advice of that person alone and not be construed as actions of any Subscriber as to any notice, requirements or rights of any Subscriber under the Transaction Documents, nor as the action of any Subscriber to approve modifications, consents, amendments or waivers thereof; and all such actions or notices shall be deemed actions or notices to the Subscribers only when duly provided in writing and given in accordance with the provisions of the Transaction Documents. The relationship between the Company and the Subscribers is, and shall at all times remain, solely that of the Company with a purchaser of its securities. The Subscribers neither undertake nor assume any responsibility or duty to the Company to review, inspect, supervise, pass judgment upon, or inform the Company of any matter in connection with any phase of the Company’s business, ope...
BOARD REPRESENTATION OR ATTENDANCE BY OBSERVER. (a) Borrower herewith agrees that Agent shall have the right from time to time to designate a nominee to serve as a member of the Board of Directors of Borrower. In the event of a monetary Default under Section 8.01 hereof, the Agent shall have the right to designate one (1) additional nominee to serve as a member of the Board of Directors of Borrower. Borrower will nominate and use its best efforts to secure the election of such designee(s) as Director(s) of Borrower. During such time as Agent has not exercised such rights, the Agent shall have the right to designate an observer, who shall be entitled to attend and participate (but not vote) in all meetings of the Board of Directors and to receive all notices, information, correspondence and communications sent by Borrower to members of the Board of Directors. All costs and expenses incurred by any such designated Director or observer, or by Agent on behalf of such Director of observer, shall be reimbursed by Borrower.
BOARD REPRESENTATION OR ATTENDANCE BY OBSERVER. (a) Borrower herewith agrees that the Agent shall have the right, from time to time, to designate a nominee to serve as a member of the Board of Directors of Borrower. (This right is presently satisfied.) In the event of a monetary Default under Section 8.01 hereof, the Agent shall have the right to designate one (1) additional nominee to serve as a member of the Board of Directors of Borrower. Borrower will nominate and use its best efforts to secure the election of such designee(s) as Director(s)
BOARD REPRESENTATION OR ATTENDANCE BY OBSERVER. The Company agrees until such time as all of the Debentures (together with all accrued interest thereon and all other amounts due thereunder) shall have been fully paid or converted into Common Stock that Rxxx Capital Group, Inc. (the "AGENT") shall have the right from time to time to designate a nominee to serve as a member of the Board of Directors of the Company. In the event an Event of Default (as defined in the Debentures) under Section 3.1 of any of the Debentures occurs, then the Agent shall have the right to designate one (1) additional nominee to serve as a member of the Board of Directors of the Company. The Company will nominate and use its best efforts to secure the election of such designee(s) as Director(s) of the Company. During such time as Agent has not exercised such rights, the Agent shall have the right to designate an observer, who shall be entitled to attend and participate (but not vote) in all meetings of the Board of Directors and to receive all notices, reports, information, correspondence and communications sent by the Company to members of the Board of Directors. All costs and expenses incurred in connection therewith by any such designated Director or observer, or by Agent on behalf of such Director of observer, shall be reimbursed by the Company.
BOARD REPRESENTATION OR ATTENDANCE BY OBSERVER. (a) Borrower herewith agrees that Agent shall have the right, from time to time, to designate a nominee (initially, Xxxxxxx Xxxxxxxxx) to serve as a member of the Board of Directors of Borrower. In Agreement (Continued) -------------------------------------------------------------------------------- the event of a monetary Default under Section 8.01 hereof, the Agent shall have the right to designate one (1) additional nominee to serve as a member of the Board of Directors of Borrower. Borrower will nominate and use its best efforts to secure the election of such designee(s) as Director(s) of Borrower. During such time as Agent has not exercised such rights, the Agent shall have the right to designate an observer, who shall be entitled to attend and participate (but not vote) in all meetings of the Board of Directors and to receive all notices, reports, information, correspondence and communications sent by Borrower to members of the Board of Directors. All reasonable and appropriate costs and expenses incurred in connection therewith by any such designated Director or observer, or by Agent on behalf of such Director or observer, shall be reimbursed by Borrower.
BOARD REPRESENTATION OR ATTENDANCE BY OBSERVER. (a) Borrower herewith agrees that subject to Subsection 10.01(c) below, the Agent shall have the right, from time to time, to designate a nominee to serve as a member of the Board of Directors of Borrower. In addition, if while Agent has the right to name a director pursuant to the preceding sentence, a monetary Default under Section 8.01 hereof shall occur and remain uncured for ten (10) days, the Agent shall have the right to designate one (1) additional nominee to serve as a member of the Board of Directors of Borrower. Borrower will nominate and use its best efforts to secure the election of such designee(s) as Director(s) of Borrower. During such time as Agent has not exercised such rights, the Agent shall have the right to designate an observer, who shall be entitled to attend and participate (but not vote) in all meetings of the Board of Directors and to receive all notices, reports, information, correspondence and communications sent by Borrower to members of the Board of Directors. All costs and expenses incurred by any such designated Director or observer, or by Agent on behalf of such Director or observer, shall be promptly reimbursed by Borrower, consistent with such reasonable policies with respect to the reimbursement of expenses as Borrower shall adopt from time to time.
BOARD REPRESENTATION OR ATTENDANCE BY OBSERVER. (a) The Company herewith agrees that Agent shall have the right, from time to time, to designate a nominee to serve as a member of the Board of Directors of the Company. In the event of a monetary Default under Section 8.01 hereof, the Agent shall have the right to designate one (1) additional nominee to serve as a member of the Board of Directors of the Company. During such time as Agent has not exercised such rights, the Agent shall have the right to designate an observer, who shall be entitled to attend and participate (but not vote) in all meetings of the Board of Directors and to receive all notices, reports, information, correspondence and communications sent by the Company to members of the Board of Directors. All costs and expenses incurred by any such designated Director or observer, or by Agent on behalf of such Director or observer, shall be promptly reimbursed by the Company.
BOARD REPRESENTATION OR ATTENDANCE BY OBSERVER. (a) Unless Xxxxxxx Xxxxxxxxx or another designee of Agent shall already be a member of Borrower's Board of Directors through the invitation of Borrower or otherwise, in the event of a Agreement --------------------------------------------------------------------------------
BOARD REPRESENTATION OR ATTENDANCE BY OBSERVER. (a) Borrower herewith agrees that Agent shall have the right, from time to time, to designate an observer, who shall be entitled to attend and participate (but not vote) in all meetings of the Board of Directors and to receive all notices, reports, information, correspondence and communications sent by Borrower to members of the Board of Directors. All reasonable and appropriate costs and expenses incurred in connection therewith by any such designated Director or observer, or by Agent on behalf of such Director or observer, shall be reimbursed by Borrower.
BOARD REPRESENTATION OR ATTENDANCE BY OBSERVER. (a) Borrower herewith agrees that Agent shall have the right from time to time to designate a nominee to serve as a member of the Board of Directors of Borrower. In the event of a monetary Default under Section 8.01 hereof, the Agent shall have the right to designate
