Common use of Right to Appoint Observer Clause in Contracts

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. 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 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. For a period of five two years from the Effective Date, upon notice from Sunrise Broadband to the Company, Sunrise Broadband 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 xxxxxxx as provided by the federal and state securities laws laws, which is reasonably acceptable to Broadband, the Company, Sunrise Company 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)Broadband, 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 Sunrise Broadband written notice of each such meeting and to provide Sunrise Broadband 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 Broadband 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 two years from the Effective Date, upon notice from Sunrise the Representatives to the Company, Sunrise the Representatives shall have the right to send a one 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 xxxxxxx as provided by the federal and state securities laws laws, which is reasonably acceptable to the Companyrepresentatives, Sunrise the Company and their counsel in connection with such representative’s Representatives' 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 representatives, the Company may exclude the representative from meetings where, in the written opinion of counsel for the Company, the representative’s Representatives' presence would destroy the attorney-client privilege. The Company agrees to give Sunrise the representative written notice of each such meeting and to provide Sunrise the representative 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 the representatives 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 two years from the Effective Date, upon notice from Sunrise the Representatives to the Company, Sunrise the Representatives shall have the right to send a one 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 xxxxxxx as provided by the federal and state securities laws laws, which is reasonably acceptable to the Companyrepresentatives, Sunrise the Company and their counsel in connection with such representative’s Representatives’ 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 representatives, the Company may exclude the representative from meetings where, in the written opinion of counsel for the Company, the representative’s Representatives’ presence would destroy the attorney-client privilege. The Company agrees to give Sunrise the representative written notice of each such meeting and to provide Sunrise the representative 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 the representatives 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.