Common use of Right to Appoint Observer Clause in Contracts

Right to Appoint Observer. Until the consummation of a Business Combination, upon notice from the Co-Representatives to the Company, the Co-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 Co-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 Co-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 Co-Representatives written notice of each such meeting and to provide the Co-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 Co-Representatives for his or her reasonable out-of-pocket expenses incurred in connection with their attendance at the meeting, including but not limited to, food, lodging and transportation.

Right to Appoint Observer. Until For a period of five years from the consummation of a Business CombinationEffective Date, upon notice from the Co-Representatives Sunrise to the Company, the Co-Representatives 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 agreement, inclusive of the prohibitions on xxxxxxx xxxxxxx as provided by federal and state securities laws which is reasonably acceptable to the Co-Representatives Company, Sunrise and their counsel in connection with such representative's ’s attendance at meetings of the Board of Directors; and provided further that upon written notice to the Co-RepresentativesSunrise (which is effective upon delivery to such representative), the Company may exclude the representative from meetings where, in the written opinion of counsel for the Company, the representative's ’s presence would destroy the attorney-client privilege. The Company agrees to give the Co-Representatives Sunrise written notice of each such meeting and to provide the Co-Representatives Sunrise with an agenda and minutes of the meeting no later than it gives such notice and provides such items to the other directors directors, and to reimburse the representative of the Co-Representatives Sunrise for his or her its reasonable out-of-pocket expenses incurred in connection with their its attendance at the meeting, including but not limited to, food, lodging and transportation.