Common use of Observers' Rights Clause in Contracts

Observers' Rights. (a) In the event (i) the 399 Stockholders elect not to exercise, or are prohibited by applicable law from exercising, their rights to designate either or both of the 399 Directors, or once appointed, the 399 Stockholders desire to remove one or both of the 399 Directors, the 399 Stockholders shall have the right to have one individual (an "Observer") attend any meeting of the Board or any committee thereof. The 399 Stockholders shall have the right to appoint an Observer to the board of directors of any Subsidiary in lieu of designating a director thereto as provided by Section 5.5. In addition, the CMP Stockholders shall have the right to appoint an Observer to attend any meeting of the Board or any committee thereof, such Observer to have all rights and obligations set forth in this Section 5.6. (b) An Observer shall not have the right to vote on any matter presented to the Board or the board of directors of any Subsidiary or any committee thereof. The Company shall give each Observer written notice of each meeting thereof at the same time and in the same manner as the members of the Board or board of directors of any Subsidiary or any committee thereof receive notice of such meetings, and the Company shall permit each Observer to attend as an observer all meetings thereof; provided, that in the case of telephonic meetings, such Observer need receive only actual notice thereof at the same time and in the same manner as notice is given to the directors. (c) Each Observer shall be entitled to receive all written materials and other information given to directors in connection with such meetings at the same time such materials and information are given to directors, and each Observer shall keep such materials and information confidential. If the Company (or any Significant Subsidiary) proposes to take any action by written consent in lieu of a meeting of its board of directors, the Company (or such Significant Subsidiary) shall give written notice thereof to each Observer prior to the effective date of such consent describing the nature and substance of such action.

Observers' Rights. (a) In the event (i) the So long as 399 Stockholders elect not to exercise, Venture or are prohibited by applicable law from exercising, their rights to designate either or both its Affiliates own at least 5% of the Common Stock outstanding, if no employee of 399 Venture or its Affiliates is a member of the Company's Board of Directors, or once appointed, the 399 Stockholders desire to remove one or both of the 399 Directors, the 399 Stockholders Venture shall have the right to have one individual designate two observers (an the "ObserverObservers") to attend any meeting meetings of the Company's Board or any committee of Directors and committees thereof. The If at least one employee of 399 Stockholders Venture or its Affiliates is a member of the Company's Board of Directors, 399 Venture shall have the right to appoint an Observer to the board of directors of any Subsidiary in lieu of designating a director thereto as provided by Section 5.5. In addition, the CMP Stockholders shall have the right to appoint an designate one Observer to attend any meeting meetings of the Company's Board or any committee of Directors and committees thereof, such Observer to have all rights and obligations set forth in this Section 5.6. (b) An Observer . The Observers shall not have the right to vote on any matter presented to the Board or the board of directors of any Subsidiary Directors or any committee thereof. The Company shall give each Observer written notice of each meeting of the Board of Directors and committees thereof at the same time and in the same manner as the members of the Board of Directors or board of directors of any Subsidiary or any such committee thereof receive notice of such meetings, and the Company shall permit each Observer to attend as an observer all meetings of its Board of Directors and committees thereof; provided, that in the case of telephonic meetings, such Observer need receive only actual notice thereof at the same time and in the same manner as notice is given to the directors. (c) . Each Observer shall be entitled to receive all written materials and other information given to the directors in connection with such meetings at the same time such materials and information are given to the directors, and each Observer shall keep confidential such materials and information confidentialand any other confidential information discussed at any meeting of the Board of Directors. If the Company (or any Significant Subsidiary) proposes to take any action by written consent in lieu of a meeting of its board Board of directorsDirectors or a committee thereof, the Company (or such Significant Subsidiary) shall give written notice thereof to each Observer prior to the effective date of such consent. The Company shall provide to each Observer all written materials and other information given to the directors in connection with such action by written consent describing at the nature same time such materials and substance information are given to the directors, and each Observer shall keep such materials and information confidential. The Company shall pay the reasonable out-of-pocket expenses of each Observer incurred in connection with attending such actionmeetings.

Observers' Rights. ADP Atlantic, Inc. or its successors or permitted assigns (acollectively, “ADP”) In the event and PaineWebber Capital Inc. or its successors or permitted assigns (icollectively, “PW”) the 399 Stockholders elect not to exercise, or are prohibited by applicable law from exercising, their rights to designate either or both of the 399 Directors, or once appointed, the 399 Stockholders desire to remove one or both of the 399 Directors, the 399 Stockholders shall each have the right to have designate one individual (as an "Observer") attend any meeting observer member of the Board or any committee thereof(an “Observer”). The 399 Stockholders An Observer shall have all the right to appoint an Observer to rights of the board of directors of any Subsidiary in lieu of designating a director thereto as provided by Section 5.5. In addition, the CMP Stockholders shall have the right to appoint an Observer to attend any meeting members of the Board or any committee thereof, such Observer to have all rights and obligations set forth in this Section 5.6. (b) An except that an Observer shall not have the right to vote on any matter presented to the Board or the board of directors of any Subsidiary or any committee thereofBoard. The Company shall give to each Observer written notice of each meeting thereof at the same time and in the same manner as the members of the Board or board of directors Directors of any Subsidiary or any committee thereof receive notice of such meetings, and the Company shall permit each Observer to attend as an observer all meetings thereof; provided, that in the case of telephonic meetings, such Observer need receive only actual notice thereof at the same time and in the same manner as notice is given to the directors. (c) Each , and each Observer shall be entitled to receive attend in person all written materials meetings held in person and other to participate in telephone meetings of the Board of Directors of the Company, as an observer, solely for the purpose of allowing each such Observer to have current information given with respect to directors the affairs of the Company. The Company shall provide to each Observer, in connection with each meeting he or she is entitled to attend, whether or not present at such meetings meeting, copies of all notices, minutes, consents and all other materials or information that the Company provides to the directors of the Company with respect to such meeting, at the same time such materials and information are given to directors, and each Observer shall keep such directors of the Company (except that materials and information confidentialprovided to directors of the Company at a meeting at which the relevant Observer is not present shall be provided to such Observer promptly after the meeting). If the Company (or any Significant Subsidiary) Board of Directors proposes to take any action by written consent in lieu of a meeting of its board of directorsmeeting, the Company (or such Significant Subsidiary) shall give written notice thereof to each Observer prior in the same manner provided to the effective date of such consent Board, describing in reasonable detail the nature and substance of such action. The reasonable out-of-pocket expenses incurred by each Observer in connection with attending any meeting of the Board shall be reimbursable to the extent that the Company reimburses the members of the Board for the reasonable out-of-pocket expenses incurred by them in connection with attending any meeting of the Board. An Observer does not owe to the Company or its shareholders any fiduciary duty, duty of loyalty or duty of care. Notwithstanding anything to the contrary in this Agreement, each Observer shall be required to execute a confidentiality agreement prior to any exercise of or entitlement to the foregoing rights and powers, which such agreement shall prohibit such Observer from disclosing any of the Company’s confidential or proprietary information to any person or entity who or which is not a shareholder (or any employee or affiliate of such shareholder) of the Company, or a director, officer, manager, partner, agent or control person of such shareholder of the Company; provided, however, that the terms of the confidentiality agreement shall be reasonably acceptable to ADP or PW, as the case may be.

Observers' Rights. (a) In the event (i) the 399 Stockholders elect not to exercise, or are prohibited by applicable law from exercising, their rights to designate either or both of the 399 Directors, or once appointed, the 399 Stockholders desire to remove one or both of the 399 Directors, the 399 Stockholders shall have the right to have one individual (an "Observer") attend any meeting of the Board or any committee thereof. The In addition, the 399 Stockholders shall have the right to appoint an Observer to the board of directors of any Subsidiary in lieu of designating a director thereto as provided by Section 5.5. In addition, the CMP Stockholders shall have the right to appoint an Observer to attend any meeting of the Board or any committee thereof, such Observer to have all rights and obligations set forth in this Section 5.6. (b) An Observer shall not have the right to vote on any matter presented to the Board or the board of directors of any Subsidiary or any committee thereof. The Company shall give each Observer written notice of each meeting thereof at the same time and in the same manner as the members of the Board or board of directors of any Subsidiary or any committee thereof receive notice of such meetings, and the Company shall permit each Observer to attend as an observer all meetings thereof; provided, that in the case of telephonic meetings, such Observer need receive only actual notice thereof at the same time and in the same manner as notice is given to the directors. (c) Each Observer shall be entitled to receive all written materials and other information given to directors in connection with such meetings at the same time such materials and information are given to directors, and each Observer shall keep such materials and information confidential. If the Company (or any Significant Subsidiary) proposes to take any action by written consent in lieu of a meeting of its board of directors, the Company (or such Significant Subsidiary) shall give written notice thereof to each Observer prior to the effective date of such consent describing the nature and substance of such action.

Observers' Rights. (a) In the event (i) the 399 Institutional Stockholders elect not to exercise, or are prohibited by applicable law from exercising, their rights to designate either or both of the 399 Institutional Directors, or once appointed, the 399 Institutional Stockholders desire to remove one or both all of the 399 Institutional Directors, the 399 Institutional Stockholders shall have the right to have one (1) individual (each, an "Observer") attend any meeting of the Board or any committee thereof. The 399 In addition, the Institutional Stockholders shall have the right to appoint an Observer to the board of directors of any Subsidiary in lieu of designating a director thereto as provided by Section 5.5. In addition, the CMP Stockholders shall have the right to appoint an Observer to attend any meeting of the Board or any committee thereof, such Observer to have all rights and obligations set forth in this Section 5.6. (b) An Observer shall not have the right to vote on any matter presented to the Board of Directors or the board of directors of any Subsidiary or any committee thereof. The Company shall give each Observer written notice of each meeting thereof at the same time and in the same manner as the members of the relevant Board or board of directors of any Subsidiary or any such committee thereof receive notice of such meetings, and the Company shall permit each Observer to attend as an observer at all meetings thereof; provided, however, that in the case of telephonic meetings, such Observer need receive only actual notice thereof at the same time and in the same manner as notice is given to the directors. (c) Each Observer shall be entitled to receive all written materials and other information given to the directors in connection with such meetings at the same time such materials and information are given to the directors, and each Observer shall keep such materials and information confidential. If the Company (or any Significant Subsidiary) proposes to take any action by written consent in lieu of a meeting of its board of directors, the Company (or such Significant Subsidiary) shall give written notice thereof to each Observer prior to the effective date of such consent describing the nature and substance of such action.

Observers' Rights. (a) In To the event (i) the 399 Stockholders elect not to exercise, or are prohibited extent permitted by applicable law from exercisinglaw, their rights to designate either or both each of Xxxx Capital and Battery Ventures, for so long as such Investor, together with its Affiliates, owns at least thirty percent (30%) of the 399 Directorsshares of Series B Preferred Stock purchased by them (or Common Stock issued on conversion thereof) at the Closing (as defined in the Purchase Agreement), or once appointed, the 399 Stockholders desire to remove one or both of the 399 Directors, the 399 Stockholders shall have the right to have one (1) individual (each an "“Observer"”) attend any meeting of the Board or any committee thereof at any time during which such Investor does not have an executive thereof serving on the Board of Directors of the Company. Petters, for so long as such Investor, together with its Affiliates, owns at least thirty percent (30%) of the shares of preferred stock purchased by Petters or his Affiliates (or Common Stock issued on conversion thereof. The 399 Stockholders ) in connection with the Series A Purchase Agreement), shall have the right to appoint have one (1) individual (each an Observer to the board of directors of any Subsidiary in lieu of designating a director thereto as provided by Section 5.5. In addition, the CMP Stockholders shall have the right to appoint an Observer to “Observer”) attend any meeting of the Board or any committee thereof, thereof at any time during which such Observer to Investor does not have all rights and obligations set forth in this Section 5.6. (b) An an executive thereof serving on the Board of Directors of the Company. No Observer shall not have the right to vote on any matter presented to the Board or the board of directors of any Subsidiary or any committee thereof. The To the extent permitted by applicable law, the Company shall give each Observer written notice of each meeting thereof at the same time and in the same manner as the members of the Board or board of directors of any Subsidiary or any such committee thereof receive notice of such meetings, and the Company shall permit each Observer to attend as an observer at all meetings thereof; provided, that in the case of telephonic meetings, such each Observer need receive only actual notice thereof at the same time and in the same manner as notice is given to the directors. (c) ; and provided further, that such Observer may be excluded from that portion of any meeting reasonably required in order to preserve attorney-client privilege for communications with the Company’s counsel, and the Company shall not be required to provide the Observer with access to any information or materials or provide the Observer the right to attend any meeting of the Board of Directors or any committee thereof if a majority of the independent members of the Board of Directors of the Company determine, in good faith and in consultation with counsel, that providing such information, access or attendance would conflict with the fiduciary duties or obligations of the Board of Directors under the Delaware General Corporation Law. Each Observer shall be entitled to receive all written materials and other information given to the directors in connection with such meetings at the same time such materials and information are given to the directors, and each Observer shall keep such materials and information confidential. If the Company (or any Significant Subsidiary) proposes to take any action by written consent in lieu of a meeting of its board of directorsthe Board, the Company (or such Significant Subsidiary) shall give written notice thereof to each Observer prior to the effective date of such consent describing the nature and substance of such action. The Company shall pay all reasonable expenses including, without limitation, airfare and hotel expenses in accordance with the Company’s then applicable travel policies, but shall not pay any other compensation to an Observer, in connection with such Observer’s attendance at meetings of the Board of Directors.

Observers' Rights. So long as CVC or its Affiliates own at least 5% (ain the aggregate) In the event (i) the 399 Stockholders elect not to exercise, or are prohibited by applicable law from exercising, their rights to designate either or both of the 399 Common Stock outstanding, if no employee of CVC or its Affiliates is a member of the Company's Board of Directors, or once appointed, the 399 Stockholders desire to remove one or both of the 399 Directors, the 399 Stockholders CVC shall have the right to have one individual designate two observers (an the "ObserverObservers") to attend any meeting meetings of the Company's Board or any committee of Directors and committees thereof. The 399 Stockholders If at least one employee of CVC is a member of the Company's Board of Directors, CVC shall have the right to appoint an designate one Observer to attend meetings of the board Company's Board of directors Directors and committees thereof. So long as the Xxxxxxx Group (as hereinafter defined) own at least 1.9% of any Subsidiary in lieu the Common Stock outstanding, if no member or designee of designating the Xxxxxxx Group is a director thereto as provided by Section 5.5. In additionmember of the Company's Board of Directors, the CMP Stockholders Xxxxxxx Group shall have the right to appoint an designate one Observer to attend any meeting meetings of the Company's Board of Directors and committees thereof. So long as the Im'Oberstag Group (as hereinafter defined) own at least 5% of the Common Stock outstanding, if no member or any committee thereofdesignee of the Im' Oberstag Group is a member of the Company's Board of Directors, such the Im'Oberstag Group shall have the right to designate one Observer to have all rights attend meetings of the Company's Board of Directors and obligations set forth in this Section 5.6. (b) An Observer committees thereof. The Observers shall not have the right to vote on any matter presented to the Board or the board of directors of any Subsidiary Directors or any committee thereof. The Company shall give each Observer written notice of each meeting of the Board of Directors and committees thereof at the same time and in the same manner as the members of the Board of Directors or board of directors of any Subsidiary or any such committee thereof receive notice of such meetings, and the Company shall permit each Observer to attend as an observer all meetings of its Board of Directors and committees thereof; provided, that in the case of telephonic meetings, such Observer need receive only actual notice thereof at the same time and in the same manner as notice is given to the directors. (c) . Each Observer shall be entitled to receive all written materials and other information given to the directors in connection with such meetings at the same time such materials and information are given to the directors, and each Observer shall keep such materials and information confidential. If the Company (or any Significant Subsidiary) proposes to take any action by written consent in lieu of a meeting of its board Board of directorsDirectors or a committee thereof, the Company (or such Significant Subsidiary) shall give written notice thereof to each Observer prior to the effective date of such consent. The Company shall provide to each Observer all written materials and other information given to the directors in connection with such action by written consent describing at the nature same time such materials and substance information are given to the directors, and each Observer shall keep such materials and information confidential. The Company shall pay the reasonable out-of-pocket expenses of each Observer incurred in connection with attending such actionmeetings. As used herein, the "Xxxxxxx Group" means the individuals designated on Schedule VI hereto as "Xxxxxxx Group" members and the "Im'Oberstag Group" means the individuals designated on Schedule VI hereto as "Im'Oberstag Group" members.

Observers' Rights. (a) In the event (i) the 399 Stockholders elect not to exercise, So long as CVC or are prohibited by applicable law from exercising, their rights to designate either or both its Affiliates own at ----------------- least 5% of the 399 Common Stock outstanding, if no employee of CVC or its Affiliates is a member of the Company's Board of Directors, or once appointed, the 399 Stockholders desire to remove one or both of the 399 Directors, the 399 Stockholders CVC shall have the right to have one individual designate two observers (an the "ObserverObservers") to attend any meeting meetings of the Company's Board or any committee of Directors and committees thereof. The 399 Stockholders If at least one employee of CVC is a member of the Company's Board of Directors, CVC shall have the right to appoint an Observer to the board of directors of any Subsidiary in lieu of designating a director thereto as provided by Section 5.5. In addition, the CMP Stockholders shall have the right to appoint an designate one Observer to attend any meeting meetings of the Company's Board or any committee of Directors and committees thereof, such Observer to have all rights and obligations set forth in this Section 5.6. (b) An Observer . The Observers shall not have the right to vote on any matter presented to the Board or the board of directors of any Subsidiary Directors or any committee thereof. The Company shall give each Observer written notice of each meeting of the Board of Directors and committees thereof at the same time and in the same manner as the members of the Board of Directors or board of directors of any Subsidiary or any such committee thereof receive notice of such meetings, and the Company shall permit each Observer to attend as an observer all meetings of its Board of Directors and committees thereof; provided, that in the case of telephonic meetings, such Observer need receive only actual notice thereof at the same time and in the same manner as notice is given to the directors. (c) . Each Observer shall be entitled to receive all written materials and other information given to the directors in connection with such meetings at the same time such materials and information are given to the directors, and each Observer shall keep such materials and information confidential. If the Company (or any Significant Subsidiary) proposes to take any action by written consent in lieu of a meeting of its board Board of directorsDirectors or a committee thereof, the Company (or such Significant Subsidiary) shall give written notice thereof to each Observer prior to the effective date of such consent. The Company shall provide to each Observer all written materials and other information given to the directors in connection with such action by written consent describing at the nature same time such materials and substance information are given to the directors, and each Observer shall keep such materials and information confidential. The Company shall pay the reasonable out-of-pocket expenses of each Observer incurred in connection with attending such actionmeetings.

Observers' Rights. (a) In the event (i) the 399 Stockholders elect not to exercise, So long as Vectura or are prohibited by applicable law from exercising, their rights to designate either or both its Affiliates own at ----------------- least 5% of the 399 Common Stock outstanding, if no employee of Vectura or its Affiliates is a member of the Company's Board of Directors, or once appointed, the 399 Stockholders desire to remove one or both of the 399 Directors, the 399 Stockholders Vectura shall have the right to have one individual designate two observers (an the "ObserverObservers") to attend any meeting meetings of the --------- Company's Board or any committee of Directors and committees thereof. The 399 Stockholders If at least one employee of Vectura or its Affiliates is a member of the Company's Board of Directors, Vectura shall have the right to appoint an Observer to the board of directors of any Subsidiary in lieu of designating a director thereto as provided by Section 5.5. In addition, the CMP Stockholders shall have the right to appoint an designate one Observer to attend any meeting meetings of the Company's Board or any committee of Directors and committees thereof, such Observer to have all rights and obligations set forth in this Section 5.6. (b) An Observer . The Observers shall not have the right to vote on any matter presented to the Board or the board of directors of any Subsidiary Directors or any committee thereof. The Company shall give each Observer written notice of each meeting of the Board of Directors and committees thereof at the same time and in the same manner as the members of the Board of Directors or board of directors of any Subsidiary or any such committee thereof receive notice of such meetings, and the Company shall permit each Observer to attend as an observer all meetings of its Board of Directors and committees thereof; provided, that in the case of telephonic meetings, such Observer need receive only actual notice thereof at the same time and in the same manner as notice is given to the directors. (c) . Each Observer shall be entitled to receive all written materials and other information given to the directors in connection with such meetings at the same time such materials and information are given to the directors, and each Observer shall keep such materials and information confidential. If the Company (or any Significant Subsidiary) proposes to take any action by written consent in lieu of a meeting of its board Board of directorsDirectors or a committee thereof, the Company (or such Significant Subsidiary) shall give written notice thereof to each Observer prior to the effective date of such consent. The Company shall provide to each Observer all written materials and other information given to the directors in connection with such action by written consent describing at the nature same time such materials and substance information are given to the directors, and each Observer shall keep such materials and information confidential. The Company shall pay the reasonable out-of-pocket expenses of each Observer incurred in connection with attending such actionmeetings.

Observers' Rights. So long as the MBL Investors own in the ----------------- aggregate at least seven and one half percent (a7.5%) In the event (i) the 399 Stockholders elect not to exercise, or are prohibited by applicable law from exercising, their rights to designate either or both of the 399 Directors, or once appointedCommon Stock outstanding, the 399 Stockholders desire to remove one or both of the 399 Directors, the 399 Stockholders MBL Investors shall have the right to have designate one individual (an 1) observer (other than any of the MBL Individuals or any person related by blood or marriage to any of the MBL Individuals) (the "Observer") to attend any meeting meetings of the Company's Board or any committee thereof. The 399 Stockholders shall have the right to appoint an Observer to the board of directors of any Subsidiary in lieu of designating a director thereto as provided by Section 5.5. In addition, the CMP Stockholders shall have the right to appoint an Observer to attend any meeting of the Board or any committee thereof, such Observer to have all rights Directors and obligations set forth in this Section 5.6. (b) An Observer shall not have the right to vote on any matter presented to the Board or the board of directors of any Subsidiary or any committee committees thereof. The Company shall give each the Observer written notice of each meeting of the Board of Directors and committees thereof at the same time and in the same manner as the members of the Board of Directors or board of directors of any Subsidiary or any such committee thereof receive notice of such meetings, and the Company shall permit each the Observer to attend as an observer all meetings of its Board of Directors and committees thereof; provided, that in the case of telephonic meetings, such Observer need receive only actual notice thereof at the same time and in the same manner as notice is given to the directors. (c) Each . The Observer shall be entitled to receive all written materials and other information given to the directors in connection with such meetings at the same time such materials and information are given to the directors, and each the Observer shall keep such materials and information confidential. If the Company (or any Significant Subsidiary) proposes to take any action by written consent in lieu of a meeting of its board Board of directorsDirectors or a committee thereof, the Company (or such Significant Subsidiary) shall give written notice thereof to each the Observer prior to the effective date of such consent. The Company shall provide to the Observer all written materials and other information given to the directors in connection with such action by written consent describing at the nature same time such materials and information are given to the directors, and the Observer shall keep such materials and information confidential. The Company shall pay the reasonable out-of-pocket expenses of the Observer incurred in connection with attending such meetings to the same extent that the Company pays for such expenses incurred by the directors of the Company. The MBL Investors shall cause any Observer to execute a confidentiality and nondisclosure agreement with the Company, in form and substance reasonably satisfactory to the Company, whereby the Observer covenants to keep confidential and not to disclose any and all information Concerning the Company learned as a result of such actionperson's status as the Observer to the same extent that the directors of the Company are obligated to do so under the Pennsylvania Business Corporation Law or any successor statute.

Observers' Rights. So long as the BRS Entities and their Controlled Affiliates (aconsidered as a single Investor) In the event remain a Major Shareholder (i) the 399 Stockholders elect not to exerciseas defined herein), or are prohibited by applicable law from exercising, their rights to designate either or both if no employee of the 399 BRS Entities is a member of the Company's Board of Directors, or once appointed, the 399 Stockholders desire to remove one or both of the 399 Directors, the 399 Stockholders BRS shall have the right to have one individual designate two observers (an the "ObserverObservers") to attend any meeting meetings of the Company's Board or any committee of Directors and committees thereof. The 399 Stockholders If at least one employee of BRS is a member of the Company's Board of Directors, BRS shall have the right to appoint an designate one Observer to attend meetings of the board Company's Board of directors Directors and committees thereof. So long as the HCCP Entities and their Controlled Affiliates (considered as a single Investor) remain a Major Shareholder, if no employee of any Subsidiary in lieu the HCCP Entities is a member of designating a director thereto as provided by Section 5.5. In additionthe Company's Board of Directors, the CMP Stockholders HCCP Entities shall have the right to appoint an designate one Observer to attend any meeting meetings of the Company's Board or any committee of Directors and committees thereof. So long as the Xxxxx Entities and their Controlled Affiliates (considered as a single Investor) remain a Major Shareholder, such if no employee of the Xxxxx Entities is a member of the Company's Board of Directors, the Xxxxx Entities shall have the right to designate one Observer to attend meetings of the Company's Board of Directors and committees thereof. So long as the Xxxxx Investors and their Controlled Affiliates (considered as a single Investor) remain a Major Shareholder, if the Xxxxx Trust (as defined herein) has not designated a director pursuant to Section 6.3 hereof, the Xxxxx Trust shall have all rights the right to designate one Observer to attend meetings of the Company's Board of Directors and obligations set forth in this Section 5.6. (b) An Observer committees thereof. The Observers shall not have the right to vote on any matter presented to the Board or the board of directors of any Subsidiary Directors or any committee thereof. The Company shall give each Observer written notice of each meeting of the Board of Directors and committees thereof at the same time and in the same manner as the members of the Board of Directors or board of directors of any Subsidiary or any such committee thereof receive notice of such meetings, and the Company shall permit each Observer to attend as an observer all meetings of its Board of Directors and committees thereof; provided, that in the case of telephonic meetings, such Observer need receive only actual notice thereof at the same time and in the same manner as notice is given to the directors. (c) . Each Observer shall be entitled to receive all written materials and other information given to the directors in connection with such meetings at the same time such materials and information are given to the directors, and each Observer shall keep such materials and information confidential. If the Company (or any Significant Subsidiary) proposes to take any action by written consent in lieu of a meeting of its board Board of directorsDirectors or a committee thereof, the Company (or such Significant Subsidiary) shall give written notice thereof to each Observer prior to the effective date of such consent. The Company shall provide to each Observer all written materials and other information given to the directors in connection with such action by written consent describing at the nature same time such materials and substance of information are given to the directors, and each Observer shall keep such actionmaterials and information confidential.

Observers' Rights. (a) In the event (i) the 399 Stockholders elect not to exercise, So long as Sterling or are prohibited by applicable law from exercising, their rights to designate either or both its Affiliates own at least 5% of the 399 Common Stock outstanding, if no employee of Sterling or its Affiliates is a member of the Company's Board of Directors, or once appointed, the 399 Stockholders desire to remove one or both of the 399 Directors, the 399 Stockholders Sterling shall have the right to have one individual designate two observers (an the "ObserverObservers") to attend any meeting meetings of the Company's Board or any committee of Directors and committees thereof. The 399 Stockholders If at least one employee of Sterling or its Affiliates is a member of the Company's Board of Directors, Sterling shall have the right to appoint an designate one Observer to attend meetings of the board Company's Board of directors Directors and committees thereof. So long as Xxxxxx or its Affiliates own at least 5% of any Subsidiary in lieu the Common Stock outstanding, if no officer of designating Xxxxxx is a director thereto as provided by Section 5.5. In additionmember of the Company's Board of Directors, the CMP Stockholders Xxxxxx shall have the right to appoint an designate one Observer to attend any meeting meetings of the Company's Board or any committee of Directors and committees thereof, such Observer to have all rights and obligations set forth in this Section 5.6. (b) An Observer . The Observers shall not have the right to vote on any matter presented to the Board or the board of directors of any Subsidiary Directors or any committee thereof. The Company shall give each Observer written notice of each meeting of the Board of Directors and committees thereof at the same time and in the same manner as the members of the Board of Directors or board of directors of any Subsidiary or any such committee thereof receive notice of such meetings, and the Company shall permit each Observer to attend as an observer all meetings of its Board of Directors and committees thereof; provided, that in the case of telephonic meetings, such Observer need receive only actual notice thereof at the same time and in the same manner as notice is given to the directors. (c) . Each Observer shall be entitled to receive all written materials and other information given to the directors in connection with such meetings at the same time such materials and information are given to the directors, and each Observer shall keep such materials and information confidential. If the Company (or any Significant Subsidiary) proposes to take any action by written consent in lieu of a meeting of its board Board of directorsDirectors or a committee thereof, the Company (or such Significant Subsidiary) shall give written notice thereof to each Observer prior to the effective date of such consent. The Company shall provide to each Observer all written materials and other information given to the directors in connection with such action by written consent describing at the nature same time such materials and substance information are given to the directors, and each Observer shall keep such materials and information confidential. The Company shall pay the reasonable out-of-pocket expenses of each Observer incurred in connection with attending such actionmeetings.

Observers' Rights. (a) In the event (i) the 399 Stockholders elect not to exercise, or are prohibited by applicable law from exercising, their rights to designate either or both After consummation of the 399 Merger, so long as ----------------- Court Square or its Permitted Transferees own at least 5% of the Common Stock outstanding, if no employee of Court Square or its Permitted Transferees is a member of the Company's Board of Directors, Court Square or once appointed, the 399 Stockholders desire to remove one or both of the 399 Directors, the 399 Stockholders such Permitted Transferee shall have the right to have one individual designate two observers (an the "ObserverObservers") to attend any meeting meetings of the Company's Board or any committee of Directors and committees thereof. The 399 Stockholders If only one employee of Court Square or its Permitted Transferees is a member of the Company's Board of Directors, Court Square or its Permitted Transferees shall have the right to appoint an Observer designate one observer to attend meetings of the board Company's Board of directors Directors and committees thereof. Notwithstanding the foregoing, if at any time each of Court Square and any Subsidiary in lieu of designating a director thereto as provided by Section 5.5. In additionits Permitted Transferee(s) own greater than 5% of the Common Stock outstanding, the CMP Stockholders shall have the right to appoint an Observer to attend any meeting of the Board or any committee thereof, such Observer to have all rights and obligations set forth granted in this Section 5.6. (b) An Observer 4.1 shall only apply with respect to the entity, among Court Square and its Permitted Transferee(s), which owns the most shares of Common Stock. The Observers shall not have the right to vote on any matter presented to the Board or the board of directors of any Subsidiary Directors or any committee thereof. The Company shall give each Observer written notice of each meeting of the Board of Directors and committees thereof at the same time and in the same manner as the members of the Board of Directors or board of directors of any Subsidiary or any such committee thereof receive notice of such meetings, and the Company shall permit each Observer to attend as an observer all meetings of its Board of Directors and committees thereof; provided, that in the case of telephonic meetings, such Observer need receive only actual notice thereof at the same time and in the same manner as notice is given to the directors. (c) . Each Observer shall be entitled to receive all written materials and other information given to the directors in connection with such meetings at the same time such materials and information are given to the directors, and each Observer shall keep such materials and information confidential. If the Company (or any Significant Subsidiary) proposes to take any action by written consent in lieu of a meeting of its board Board of directorsDirectors or a committee thereof, the Company (or such Significant Subsidiary) shall give written notice thereof to each Observer as soon as practicable prior to the effective date of such consent. The Company shall provide to each Observer all written materials and other information given to the directors in connection with such action by written consent describing at the nature same time such materials and substance information are given to the directors, and each Observer shall keep such materials and information confidential. The Company shall pay the reasonable out-of-pocket expenses of each Observer incurred in connection with attending such actionmeetings.