Showtime Board Observer Sample Clauses

Showtime Board Observer. So long as Showtime or one of its affiliates holds at least 200,000 shares of the Company's Series E Preferred Stock or Common Stock, Showtime shall have the right to appoint a representative (the "Showtime Representative") who shall have the right to attend all meetings of the Company's Board of Directors in a nonvoting observer capacity, to receive notice of such meetings and to receive the information provided by the Company to the Board of Directors; provided, however, that the Showtime Representative executes a nondisclosure agreement in a form acceptable to the Company; provided further, that the Company may require as a condition precedent to Showtime's rights under this Section 3.6 that each person proposing to attend any meeting of the Company's Board of Directors and each person to have access to any of the information provided by the Company to the Board of Directors shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so received during such meetings or otherwise; and, provided further, that the Company reserves the right not to provide information and to exclude the Showtime Representative from any meeting or portion thereof if delivery of such information or attendance at such meeting by such Showtime Representative would result in disclosure of trade secrets to the Showtime Representative or would adversely affect the attorney-client privilege between the Company and its counsel. Notwithstanding the foregoing, Showtime shall have no rights under this Section 3.6 during any period in which an officer of Showtime is serving as a director of the Company.