Common use of Right to Appoint Observer Clause in Contracts

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. 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 ’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 ’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.. Maxim Group LLC _____________, 2005

Right to Appoint Observer. For a period of no less than two (2) 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, including but not limited to, food, lodging and transportation. The Company further agrees that, during such said two (2) year period, it shall schedule no less than one meeting four (4) meetings 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, . Such meetings shall be held quarterly each year and to give Maxim at least 10 days' ten (10) days advance notice of each such meetingmeetings shall be given to Maxim. Further, during such two (2) year 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. For a period of no less than two (2) 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 ’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 ’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, including but not limited to, food, lodging and transportation. The Company further agrees that, during such said two (2) year period, it shall schedule no less than one meeting four (4) meetings 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, . Such meetings shall be held quarterly each year and to give Maxim at least 10 days' ten (10) days advance notice of each such meetingmeetings shall be given to Maxim. Further, during such two (2) year period, the Company shall give prompt written notice to Maxim of any proposed Business Combinations or other acquisitions, mergers, reorganizations or similar transactions.