Director and Observation Rights Sample Clauses

Director and Observation Rights. So long as Note A is outstanding, Precision shall have a board of directors with no more than five (5) members pursuant to the Shareholder Agreement and Purchaser shall have the right to elect and control the amount of member seats on Precision’s board of directors necessary for Purchaser to have control of the board of directors. So long as Note B is outstanding and after Note A has been paid in full, Purchaser shall have the right to elect and control one (1) member seat on Precision’s board of directors. Until all amounts, including all principal and interest, payable under the Notes or any Put Notes have been indefeasibly paid in full and so long as Purchaser owns any of the Securities or any other Equity Interests in Precision, Issuer Parties shall give Purchaser written notice of each meeting, whether in person, telephonic, or by video transmission, of Issuer’s members, managers, shareholders, directors, board, and each committee thereof, as applicable, at the same time notice is delivered to each such shareholder, director, member, manager or committee member in accordance with the applicable Issuer Party’s Governing Documents, but in no event later than five (5) Business Days prior to the date of each such meeting, and the applicable Issuer Parties shall permit at least two (2) representatives of Purchaser to attend as observers to all such meetings. In the case of telephonic meetings conducted in accordance with an Issuer Party’s Governing Documents Purchaser’s representatives shall be given the opportunity to listen to such telephonic meetings. Purchaser shall be entitled to receive all written materials and other information (including copies of meeting minutes) given to shareholders, directors, members, managers, or committee members in connection with such meetings at the same times such materials and information are given to the shareholders, directors, members, managers, or committee members. If an Issuer Party proposes to take any action by written consent in lieu of such a meeting, such Issuer Party shall give written notice thereof to Purchaser prior to the effective date of such consent describing in reasonable detail the nature and substance of such action. Issuer Parties shall pay the reasonable out-of-pocket expenses of the representatives of Purchaser incurred in connection with attending all such meetings.