Common use of Observation Rights Clause in Contracts

Observation Rights. (a) The board of directors of Holdings shall hold a general meeting (which may be held by conference call) at least semi-annually for the purpose of discussing the business and operations of Holdings and its Subsidiaries. Holdings shall notify each of the Lenders in writing of the date and time for each general or special meeting of its board of directors or of the adoption of any resolutions by written consent (describing in reasonable detail the nature and substance of such action) at the time notice is provided to the directors of any such meeting or adoption of such resolutions and concurrently deliver to each Lender any materials delivered to the directors (other than materials directly related to matters described in clauses (i) through (iii) of paragraph (b) below), including a draft of any resolutions proposed to be adopted by written consent. (b) Holdings shall permit one authorized representative of the holders of a majority of the principal amount of the Subordinated Debentures to attend and participate in all meetings of its board of directors, whether in person, by telephone or otherwise, and shall provide such representative with such notice and other information with respect to such meetings as are delivered to the directors of Holdings; provided that Holdings shall have the right to exclude such representative from any portion of a meeting containing any discussion which is (i) subject to attorney-client privilege, (ii) relating to the Subordinated Debentures or (iii) relating to indemnification, purchase price adjustments or the exercise of rights under the Acquisition Agreement. The Borrower shall pay such representative's reasonable out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) in connection with the attendance of such meetings.

Observation Rights. So long as Initial Lender remains a Lender hereunder, and subject to the Initial Lender’s obligations with respect to confidentiality pursuant to Section 8.18, Borrower shall grant the Initial Lender the right to appoint one (1) observer who shall, other than with respect to matters concerning the Credit Documents or the Loan, be entitled (a) The board to receive contemporaneously the same notice and other materials in respect of directors of Holdings shall hold a general meeting all meetings (which may be held by conference callboth regular and special) at least semi-annually for the purpose of discussing the business and operations of Holdings and its Subsidiaries. Holdings shall notify each or written consents of the Lenders Board of Directors and each committee thereof (excluding any audit or compensation committee thereof) as are furnished to members of said Board of Directors or such committee, together with an agenda for any such meetings (except that in writing the case of non-regularly scheduled meetings of the date and time for each general or special meeting of its board of directors or executive committee of the adoption Board of any resolutions by written consent (describing in reasonable detail the nature and substance of Directors, such action) at the time notice is provided materials need only be furnished to such observer reasonably promptly after they are furnished to the directors members of any such meeting or adoption of such resolutions and concurrently deliver to each Lender any materials delivered to the directors (other than materials directly related to matters described in clauses (i) through (iii) of paragraph executive committee), (b) below), including a draft to attend all meetings (and review all written consents prior to the execution thereof) of any resolutions proposed the Board of Directors and such committees thereof and (c) to observe all discussions conducted at meetings (or with respect to actions to be adopted taken by written consent. (b) Holdings shall permit one authorized representative of the holders Board of a majority Directors and such committees thereof, excluding non-regularly scheduled meetings and actions of the principal amount executive committee of the Subordinated Debentures to attend and participate in all meetings Board of its board Directors; provided, however, such observers shall not constitute a member of directors, whether in person, by telephone the Board of Directors or otherwise, any committee thereof and shall provide such representative with such notice and other information with respect not be entitled to such meetings as are delivered vote on any matters presented to the directors said Board of Holdings; provided that Holdings shall have the right to exclude such representative from Directors or any portion of a meeting containing any discussion which is (i) subject to attorney-client privilege, (ii) relating to the Subordinated Debentures or (iii) relating to indemnification, purchase price adjustments or the exercise of rights under the Acquisition Agreementcommittee thereof. The Borrower shall pay such representative's reasonable travel and out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) incurred by any such observer in connection with the attendance of attending any such meetingsmeetings shall be reimbursed by Borrower.

Observation Rights. Two representatives appointed by the Requisite Preferred Holders (aeach such representative, an "Observer", and together, the "Observers") The board shall be entitled to serve as observers at all meetings of the Boards of Directors of the Company and each Subsidiary and all committees thereof. Such right shall from time to time be exercisable by delivery to the Company of written notice from the Requisite Preferred Holders specifying the names of the Observers. Such right of the Requisite Preferred Holders to appoint the Observers shall expire on the date more than 75% of the shares of Series A Preferred Stock purchased on the Closing Date have been converted pursuant to the Certificate of Designation into Common Stock. (A) Each of the Company and its Subsidiaries will give each Observer reasonable prior notice (it being agreed that the same prior notice given to the Board of Directors of the Company and its Subsidiaries shall be deemed reasonable prior notice) in any manner permitted in the Company's or each Subsidiary's By-laws for notices to directors of Holdings shall hold the time and place of any proposed meeting of each such Board of Directors, such notice in all cases to include true and complete copies of all documents furnished to any director in connection with such meeting. Each Observer will be entitled to be present in person as an observer at any such meeting or, if a general meeting (which may be is held by conference call) at least semi-annually telephone conference, to participate therein for the purpose of discussing listening thereto. (B) Each of the business and operations of Holdings Company and its Subsidiaries. Holdings shall notify Subsidiaries will deliver to each Observer copies of the Lenders in writing of the date and all papers which may be distributed from time for each general or special meeting of its board of directors or of the adoption of any resolutions by written consent (describing in reasonable detail the nature and substance of such action) at the to time notice is provided to the directors of any the Company or each Subsidiary at such meeting or adoption of time as such resolutions and concurrently deliver papers are so distributed to each Lender any materials delivered to the directors (other than materials directly related to matters described in clauses (i) through (iii) of paragraph (b) below)them, including a draft copies of any resolutions proposed to be adopted by written consent. In addition, from time to time upon the request of each Observer, the Company or each Subsidiary will furnish to such Observer such information regarding the business, affairs, prospects and financial condition of the Company or each Subsidiary as such Observer may reasonably request. (bC) Holdings shall permit one authorized representative Each of the holders of a majority of Company and its Subsidiaries shall reimburse the principal amount of Observers for all travel and related expenses incurred by the Subordinated Debentures to attend and participate in all meetings of its board of directors, whether in person, by telephone or otherwise, and shall provide such representative with such notice and other information with respect to such meetings as are delivered to the directors of Holdings; provided that Holdings shall have the right to exclude such representative from any portion of a meeting containing any discussion which is (i) subject to attorney-client privilege, (ii) relating to the Subordinated Debentures or (iii) relating to indemnification, purchase price adjustments or the exercise of rights under the Acquisition Agreement. The Borrower shall pay such representative's reasonable out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) Observers in connection with attending such meetings and monitoring the attendance investment of the Series A Preferred Holders in the Series A Preferred Stock. (D) Each Observer shall hold in confidence all nonpublic information of the Company provided or made available to such meetingsObserver pursuant to this Section 5.3(c) until such time as such information has become publicly available other than as a consequence of any breach by such Observer or any Investor of its confidentiality obligations hereunder (provided that such information may be disclosed to any other Persons who are bound by this provision) and shall not (1) trade or otherwise directly or indirectly transfer any Securities of the Company in violation of the Securities Act or Exchange Act or (2) use such information for any purpose other than exercise of its rights as a holder of Securities and its rights under this Agreement and the other Equity Documents.

Observation Rights. (a) The board of directors of Holdings the Parent shall hold a general meeting (which may be held by conference call) at least semi-annually quarterly for the purpose of discussing the business and operations of Holdings the Parent and its Subsidiaries. Holdings The Parent shall notify each of the Lenders Holders in writing of the date and time for each general or special meeting of its board of directors or any committee thereof or of the adoption of any resolutions by written consent (describing in reasonable detail the nature and substance of such action) at least one week prior to any general meeting or approval of such resolutions by written consent and at the time notice is provided to the directors of the Parent of any such special meeting or adoption of such resolutions and concurrently deliver to each Lender the Holders any materials delivered to the directors (other than materials directly related to matters described in clauses (i) through (iii) of paragraph (b) below)the Parent, including a draft of any resolutions proposed to be adopted by written consent. The Holders shall be free to contact the directors of the Parent and discuss the pending actions to be taken. (b) Holdings The Parent shall permit one authorized representative of the holders of a majority of the principal amount of the Subordinated Debentures Partners (and its successors) to attend and participate in all meetings of its board of directorsdirectors and any committee thereof, whether in person, by telephone or otherwise, and otherwise (such representative is sometimes referred to herein as the “Observer”). The Parent shall provide such representative the Observer with such notice and other information with respect to such meetings as are delivered to the directors of Holdings; provided that Holdings shall have the right to exclude such representative from any portion of a meeting containing any discussion which is (i) subject to attorney-client privilege, (ii) relating to the Subordinated Debentures or (iii) relating to indemnification, purchase price adjustments or the exercise of rights under the Acquisition AgreementParent. The Borrower Parent shall pay such representative's ’s reasonable out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) in connection with the attendance of at such meetings. (c) The Holders and each Observer to whom observation rights are provided under Section 5.12(b) above, acknowledge and agree that the Parent is a public company whose securities are registered with the SEC, and as such: (i) any information concerning the Parent and the other Borrowers obtained as a result of the exercise of such observation rights shall be deemed Information (as defined in Section 9.18); (ii) any Information concerning the Parent and the other Borrowers obtained as a result of the exercise of such observation rights may constitute material non-public information that the Parent is providing to the Holders and the Observer in reliance upon their agreements hereunder and the Parent’s reliance upon Rule 100(b)(2)(ii) of Regulation FD promulgated under the rules of the SEC; and (iii) the Holders and each Observer shall be subject to the same xxxxxxx xxxxxxx policies adopted by the Parent from time to time, as are applicable to the Parent’s board of directors, and to any restrictions, rules and regulations of the SEC regarding xxxxxxx xxxxxxx, or the use or dissemination of material non-public information, by members of a public company’s board of directors. Prior to acting as an Observer, the Holders shall cause each Observer to acknowledge and agree, in writing, to this Section 5.12(c) and Section 9.18 (regarding confidentiality), and provide a copy of such written agreement to the Borrowers; provided, however, that notwithstanding anything to the contrary herein, Partners may elect at any time upon written notice to the Borrower and the Parent to suspend its rights under paragraphs (a) and (b) of this Section 5.12, and from and after the date that is 90 days after the date of such notice until the date of delivery of any subsequent written notice from Partners to the Parent and the other Borrowers that Partners is reinstituting its rights under paragraphs (a) and (b) of this Section 5.12, neither Partners nor any Observer shall be subject to clause (iii) of this Section 5.12(c).

Observation Rights. Two representatives appointed by the Purchasers (athe "Current Observers" and collectively with the Purchasers' Replacement Observers, the "Observers")) The board of directors of Holdings shall hold a general meeting (which may be held by conference call) entitled to serve as observers at least semi-annually for the purpose of discussing the business and operations of Holdings and its Subsidiaries. Holdings shall notify each of the Lenders in writing of the date and time for each general or special meeting of its board of directors or of the adoption of any resolutions by written consent (describing in reasonable detail the nature and substance of such action) at the time notice is provided to the directors of any such meeting or adoption of such resolutions and concurrently deliver to each Lender any materials delivered to the directors (other than materials directly related to matters described in clauses (i) through (iii) of paragraph (b) below), including a draft of any resolutions proposed to be adopted by written consent. (b) Holdings shall permit one authorized representative of the holders of a majority of the principal amount of the Subordinated Debentures to attend and participate in all meetings of its board of directors, whether in person, by telephone or otherwisethe Board and each Subsidiary Board, and any committees thereof. Such right shall provide such representative with such notice and other information with respect from time to such meetings as are delivered time be exercisable by delivery to the directors Company of Holdings; provided written notice from the Purchasers specifying the names of the Current Observers. Each Observer shall have all of the rights of a member of the Board and each Subsidiary Board, provided, that Holdings no Observer shall have the right to exclude such representative from vote on matters on which the members of the Board or any portion Subsidiary Board are entitled to vote. Each of a meeting containing any discussion which is the Company and its Subsidiaries will give each Observer reasonable prior notice (i) subject to attorney-client privilege, (ii) relating it being agreed that the same prior notice given to the Subordinated Debentures Board and each Subsidiary Board shall be deemed reasonable prior notice) in any manner permitted in the Company's or (iii) relating each Subsidiary's By-laws for notices to indemnificationdirectors of the time and place of any proposed meeting of each such Board of Directors, purchase price adjustments or the exercise such notice in all cases to include true and complete copies of rights under the Acquisition Agreement. The Borrower shall pay such representative's reasonable out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) all documents furnished to any director in connection with such meeting. Each Observer will be entitled to be present in person as an observer at any such meeting or, if a meeting is held by telephone conference, to participate therein. Each of the attendance Company and its Subsidiaries will deliver to each Observer copies of all papers which may be distributed from time to time to the members of the Board and each Subsidiary Board at such meetingstime as such papers are so distributed to them, including copies of any written consent. In addition, from time to time upon the request of each Observer, the Company or each Subsidiary will furnish to such Observer such information regarding the business, affairs, prospects and financial condition of the Company or each Subsidiary as such Observer may reasonably request. Each of the Company and its Subsidiaries shall pay, or reimburse, the Observers for all travel and related expenses incurred by the Observers in connection with attending such meetings and monitoring the Purchasers' investment in the Convertible Debentures. Each Observer shall hold in confidence all nonpublic information of the Company provided or made available to such Observer pursuant to this Section 6.2(b) until such time as such information has become publicly available other than as a consequence of any breach by such Observer or any Purchaser of its confidentiality obligations hereunder (provided that such information may be disclosed to any other Persons who are bound by this provision) and shall not (1) trade or otherwise directly or indirectly transfer any Securities of the Company in violation of the Securities Act or Exchange Act or (2) use such information for any purpose other than exercise of its rights as a holder of Securities and its rights under this Agreement and the other Financing Documents. The rights of the Purchasers in subsections (a) and (b) above are all of the Purchasers' rights with respect to the appointment of members of the Board and any Subsidiary Board and Observer rights, and are not in addition to the rights provided to the Purchasers pursuant to Section 5.3(c) of the Securities Purchase Agreement dated as of January 10, 2001, among the Purchasers and the Company.

Observation Rights. (a) The board of directors of Holdings shall For so long as TGF continues to hold a general meeting (which may be held by conference call) at least semi-annually for the purpose of discussing the business and operations of Holdings and its Subsidiaries. Holdings shall notify each fifty percent (50%) of the Lenders in writing Equity Securities acquired by TGF upon consummation of the date and time for each general or special meeting of its board of directors or of the adoption of any resolutions by written consent (describing in reasonable detail the nature and substance of such action) at the time notice is provided to the directors of any such meeting or adoption of such resolutions and concurrently deliver to each Lender any materials delivered to the directors (other than materials directly related to matters described in clauses (i) through (iii) of paragraph (b) below)Restructuring, including a draft of any resolutions proposed to be adopted by written consent. (b) Holdings shall permit one authorized representative of the holders of a majority of the principal amount of the Subordinated Debentures to attend and participate in all meetings of its board of directors, whether in person, by telephone or otherwise, and shall provide such representative with such notice and other information with respect to such meetings as are delivered to the directors of Holdings; provided that Holdings TGF shall have the right to exclude have one representative present (whether in person or by telephone) at all meetings of the Board (and committees thereof); provided that such representative shall not be entitled to vote at such meetings; and provided further, that such representative is reasonably acceptable to the Harvest Funds. The Company shall send to such representative all of the notices, information and other materials that are distributed to directors, and shall provide TGF with a notice and agenda of each meeting of the Board (and committees thereof) of the Company, at the same time as delivered to the directors. TGF shall provide notice to the Company of the identity and address of, or any change with respect to the identity or address of, their representative. Notwithstanding the foregoing, the Company shall be entitled to (x) excuse such representative of TGF from any portion of a meeting containing of the Board (or committee thereof) which discusses any discussion which is (i) subject to attorney-client privilege, (ii) matters directly relating to TGF and (y) withhold information from the Subordinated Debentures TGF representative delivered to the Board (or committee thereof) prior to a meeting of the Board or (iii) relating to indemnificationcommittee thereof), purchase price adjustments or in each case if the exercise of rights under Company believes there is a reasonable likelihood that the Acquisition Agreement. The Borrower shall pay such representative's reasonable out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) in connection with the attendance receipt of such meetingsinformation by the TGF representative would create a conflict of interest for the TGF representative or affect the attorney/client privilege of the Company and its legal advisors. Notwithstanding anything contained in this Agreement to the contrary, this Section 4.2 shall not be amended without the written consent of TGF.