Common use of Right to Appoint Observer Clause in Contracts

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.

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 Xxxx Capital Partners, LLC _______________, 2005 Page 36 of 44 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.

Right to Appoint Observer. From The Company will, for a period of two (2) years following the Effective Date through Closing of the date upon which Offering, engage a Business Combination is consummated, upon notice from Xxxx Capital to designee of the Company, Xxxx Capital shall have the right to send a representative Representative as an observer (who need not be the same individual from meeting to meeting“Observer”) to observe each meeting its board of directors (the Board of Directors of the Company; provided that “Board”) where such representative Observer 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 attend meetings of the Board of Directors; Board, receive all notices and provided further that upon written notice to Xxxx Capital, other correspondence and communications sent by 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 members of the meeting no later Board; provided, that such Observer shall not be entitled to any compensation, other than it gives such notice and provides such items to the other directors, and reimburse the representative of Xxxx Capital reimbursement for its reasonable out-of-pocket expenses costs incurred in connection with its attendance at the meeting, including but not limited toattending such meetings including, food, lodging and transportationtransportation and shall sign a confidentiality agreement. The Company further agrees that, prior to the consummation of the Business Combinationduring such two (2) year period, it shall schedule no less than four (4) meetings of its the Board of Directors in each such year year, at which meetings a representative of Xxxx Capital such Observer shall be permitted to attend or otherwise participate as set forth herein. Such ; such meetings shall be held quarterly each year and ten (10) days advance notice of such meetings shall be given to Xxxx Capitalyear. Further, prior to the consummation of the Business Combinationduring such two (2) year period, the Company shall give prompt written notice to Xxxx Capital of the Representative with respect to any proposed Business Combinations or other acquisitions, mergers, reorganizations or other similar transactions. In lieu of Representative’s right to designate an Observer, Maxim shall have the right during such three-year period, in its sole discretion, to designate one person for election as a director (“Director”) of the Company and the Company will utilize its reasonable best efforts to obtain the election of such person who shall be entitled to receive compensation equal to the compensation of other non-employee directors, excluding for the purposes of determining the amount of such other person whose compensation, the Chairperson of any committee of the Company’s Board and any such other person whose compensation exceeds the average compensation of the remaining eligible board members by 10%. In addition, such Director shall be entitled to receive the same expense reimbursements and other benefits as any other non-employee director. Representative agrees that any such person that it designates for election as a Director hereunder will be “independent” as that term is defined by either: (i) the by-laws of the NCM, if the Company’s securities are listed for trading on NCM at the time of such designation, or (ii) as defined by the American Stock Exchange Rules, if the securities are listed for trading on the AMEX at the time of such designation. In the event that the Company’s securities are neither listed on the NCM or AMEX at the time of such designation, any such Director will meet the independence requirements of the Sarb-Ox. Maxim Group LLC _________________, 2007 The Company agrees to indemnify and hold such Observer or Director harmless to the same extent provided to the other directors of the Company pursuant to the Company’s Certificate of Incorporation and applicable law against any and all claims, actions, damages, costs and expenses, and judgments arising solely out of the attendance and participation of the Director at any such meeting described herein. Additionally, the Company shall maintain a liability insurance policy affording coverage for the acts of its officers and directors for a period of at least two (2) years from the Closing, and it agrees, if possible, to include Representative’s designee as an insured under such policy.

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 Xxxx Capital Partners, LLC ________________, 2005 Page 37 of 44 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.