Right to Appoint Observer. Until the consummation of a Business Combination, upon notice from Xxxxxx Xxxxxx & Co. to the Company, Xxxxxx Xxxxxx & Co. shall have the right to send a representative (who need not be the same individual from meeting to meeting) to observe each meeting of the Board of Directors of the Company; provided that such representative shall sign a Regulation FD compliant confidentiality agreement which is reasonably acceptable to Xxxxxx Xxxxxx & Co. and its counsel in connection with such representative’s attendance at meetings of the Board of Directors; and provided further that upon written notice to Xxxxxx Xxxxxx & Co., the Company may exclude the representative from meetings where, in the written opinion of counsel for the Company, the representative’s presence would destroy the attorney-client privilege. The Company agrees to give Xxxxxx Xxxxxx & Co. written notice of each such meeting and to provide Xxxxxx Xxxxxx & Co. with an agenda and minutes of the meeting no later than it gives such notice and provides such items to the other directors and to reimburse the representative of Xxxxxx Xxxxxx & Co. for its reasonable out-of-pocket expenses incurred in connection with its attendance at the meeting, including but not limited to, food, lodging and transportation.
Right to Appoint Observer. Until the consummation of a Business Combination, upon notice from MJ to the Company, MJ shall have the right to send a representative (who need not be the same individual from meeting to meeting) to observe each meeting of the Board of Directors of the Company; provided that such representative shall sign a Regulation FD compliant confidentiality agreement which is reasonably acceptable to MJ and its counsel in connection with such representative's attendance at meetings of the Board of Directors; and provided further that upon written notice to MJ, the Company may exclude the representative from meetings where, in the written opinion of counsel for the Company, the representative's presence would destroy the attorney-client privilege. The Company agrees to give MJ written notice of each such meeting and to provide MJ with an agenda and minutes of the meeting no later than it gives such notice and provides such items to the other directors and to reimburse the representative of MJ for its reasonable out-of-pocket expenses incurred in connection with its attendance at the meeting, including but not limited to, food, lodging and transportation.
Right to Appoint Observer. For a period of no less than two years from the Effective Date, upon notice from Maxim to the Company, Maxim shall have the right to send a representative (who need not be the same individual from meeting to meeting) to observe each meeting of the Board of Directors of the Company; provided that such representative shall sign a Regulation FD compliant confidentiality agreement which is reasonably acceptable to Maxim and its counsel in connection with such representative's attendance at meetings of the Board of Directors; and provided further that upon written notice to Maxim, the Company may exclude the representative from meetings where, in the written opinion of counsel for the Company, the representative's presence would destroy the attorney-client privilege. The Company agrees to give Maxim written notice of each such meeting and to provide Maxim with an agenda and minutes of the meeting no later than it gives such notice and provides such items to the other directors, and reimburse the representative of Maxim for its reasonable out-of-pocket expenses incurred in connection with its attendance at the meeting, including, but not limited to, food, lodging and transportation. The Company further agrees that, during such period, it shall schedule no less than one meeting of its Board of Directors in each quarter of each such year at which meetings a representative of Maxim shall be permitted to attend or otherwise participate as set forth herein, and to give Maxim at least 10 days' advance notice of each such meeting. Further, during such period, the Company shall give prompt written notice to Maxim of any proposed Business Combinations or other acquisitions, mergers, reorganizations or similar transactions.
Right to Appoint Observer. Until the consummation of a Business Combination, upon notice from Morgan Joseph & Co. to the Company, Morgan Joseph & Co. shall have the xxxxx xx xxxd a representative (who xxxx xxx xx the same individual from meeting to meeting) to observe each meeting of the Board of Directors of the Company; provided that such representative shall sign a Regulation FD compliant confidentiality agreement which is reasonably acceptable to Morgan Joseph & Co. and its counsel in connection with such representaxxxx'x xxxxxxance at meetings of the Board of Directors; and provided further that upon written notice to Morgan Joseph & Co., the Company may exclude the representative from mxxxxxxx xxxxx, in the written opinion of counsel for the Company, the representative's presence would destroy the attorney-client privilege. The Company agrees to give Morgan Joseph & Co. written notice of each such meeting and to provide Xxxxxx Xxxxxh & Co. with an agenda and minutes of the meeting no later xxxx xx xxxxs such notice and provides such items to the other directors and to reimburse the representative of Morgan Joseph & Co. for its reasonable out-of-pocket expenses incurred xx xxxxxxxxxn with its attendance at the meeting, including but not limited to, food, lodging and transportation.
Right to Appoint Observer. Until the earlier of the consummation of a Business Combination or two years from the Effective Date, upon notice from Xxxxxx to the Company, Xxxxxx shall have the right to send a representative (who need not be the same individual from meeting to meeting) to observe each meeting of the Board of Directors of the Company; provided that such representative shall sign a Regulation FD compliant confidentiality agreement which is reasonably acceptable to Xxxxxx and its counsel in connection with representatives attendance at meetings of the Board of Directors; and provided further that upon written notice to Xxxxxx, the Company may exclude Xxxxxx from meetings where, in the written opinion of counsel for the Company, the Representative’s presence would destroy the attorney-client privilege. The Company agrees to give Xxxxxx written notice of each such meeting and to provide Xxxxxx with an agenda and minutes of the meeting no later than it gives such notice and provides such items to the other directors and to reimburse Xxxxxx for its reasonable out-of-pocket expenses incurred in connection with its attendance at the meeting, including but not limited to, food, lodging and transportation.
Right to Appoint Observer. For a period of five years from the Effective Date, upon notice from Sunrise to the Company, Sunrise shall have the right to send a representative (who need not be the same individual from meeting to meeting) to observe each meeting of the Board of Directors of the Company; provided that each such representative shall sign a Regulation FD compliant confidentiality agreement, inclusive of the prohibitions on ixxxxxx xxxxxxx as provided by federal and state securities laws which is reasonably acceptable to the Company, Sunrise and their counsel in connection with such representative’s attendance at meetings of the Board of Directors; and provided further that upon written notice to Sunrise (which is effective upon delivery to such representative), the Company may exclude the representative from meetings where, in the opinion of counsel for the Company, the representative’s presence would destroy the attorney-client privilege. The Company agrees to give Sunrise written notice of each such meeting and to provide Sunrise with an agenda and minutes of the meeting no later than it gives such notice and provides such items to the other directors, and reimburse the representative of Sunrise for its reasonable out-of-pocket expenses incurred in connection with its attendance at the meeting, including but not limited to, food, lodging and transportation.
Right to Appoint Observer. Until the consummation of a Business Combination, upon notice from the Representatives to the Company, the Representatives shall have the right to send a representative (who need not be the same individual from meeting to meeting) to observe each meeting of the Board of Directors of the Company; provided that such representative shall sign a Regulation FD compliant confidentiality agreement which is reasonably acceptable to the Representatives and their counsel in connection with such representative’s attendance at meetings of the Board of Directors; and provided further that upon written notice to the Representatives, the Company may exclude the representative from meetings where, in the written opinion of counsel for the Company, the representative’s presence would destroy the attorney-client privilege. The Company agrees to give the Representatives written notice of each such meeting and to provide the Representatives with an agenda and minutes of the meeting no later than it gives such notice and provides such items to the other directors and to reimburse the representative of the Representatives for his or her reasonable out-of-pocket expenses incurred in connection with his or her attendance at the meeting, including but not limited to, food, lodging and transportation.
Right to Appoint Observer. Until the consummation of a Business Combination, upon notice from Granite to the Company, Granite shall have the right to send a representative (who need not be the same individual from meeting to meeting) to observe each meeting of the Board of Directors of the Company; provided that such representative shall sign a Regulation FD compliant confidentiality agreement which is reasonably acceptable to Granite and its counsel in connection with such representative's attendance at meetings of the Board of Directors; and provided further that upon written notice to Granite, the Company may exclude the representative from meetings where, in the written opinion of counsel for the Company, the representative's presence would destroy the attorney-client privilege. The Company agrees to give Granite written notice of each such meeting and to provide Granite with an agenda and minutes of the meeting no later than it gives such notice and provides such items to the other directors and to reimburse the representative of Granite for its reasonable out-of-pocket expenses incurred in connection with its attendance at the meeting, including but not limited to, food, lodging and transportation.
Right to Appoint Observer. For a period of two years from the Effective Date, upon notice from Rodman to the Company, Rodman shall have the right to send a representxxxxx (who need not be xxx xxme individual from meeting to meeting) to observe each meeting of the Board of Directors of the Company; provided that such representative shall sign a Regulation FD compliant confidentiality agreement which is reasonably acceptable to Rodman and its counsel in connection with such representative's attendxxxx xt meetings of the Board of Directors; and provided further that upon written notice to Rodman, the Company may exclude the representative from meetings where, xx xhe written opinion of counsel for the Company, the representative's presence would destroy the attorney-client privilege. The Company agrees to give Rodman written notice of each such meeting and to provide Rodman with xx xxxnda and minutes of the meeting no later than it givex xxxx notice and provides such items to the other directors and to reimburse the representative of Rodman for its reasonable out-of-pocket expenses incurred in connectiox xxxx its attendance at the meeting, including but not limited to, food, lodging and transportation.
Right to Appoint Observer. From the Effective Date through the date upon which a Business Combination is consummated, upon notice from Xxxx Capital to the Company, Xxxx Capital shall have the right to send a representative (who need not be the same individual from meeting to meeting) to observe each meeting of the Board of Directors of the Company; provided that such representative shall sign a Regulation FD compliant confidentiality agreement which is reasonably acceptable to Xxxx Capital and its counsel in connection with such representative’s attendance at meetings of the Board of Directors; and provided further that upon written notice to Xxxx Capital, the Company may exclude the representative from meetings where, in the written opinion of counsel for the Company, the representative’s presence would Xxxx Capital Partners, LLC , 2005 destroy the attorney-client privilege. The Company agrees to give Xxxx Capital written notice of each such meeting and to provide Xxxx Capital with an agenda and minutes of the meeting no later than it gives such notice and provides such items to the other directors, and reimburse the representative of Xxxx Capital for its reasonable out-of-pocket expenses incurred in connection with its attendance at the meeting, including but not limited to, food, lodging and transportation. The Company further agrees that, prior to the consummation of the Business Combination, it shall schedule no less than four (4) meetings of its Board of Directors in each such year at which meetings a representative of Xxxx Capital shall be permitted to attend or otherwise participate as set forth herein. Such meetings shall be held quarterly each year and ten (10) days advance notice of such meetings shall be given to Xxxx Capital. Further, prior to the consummation of the Business Combination, the Company shall give prompt written notice to Xxxx Capital of any proposed Business Combinations or other acquisitions, mergers, reorganizations or similar transactions.
