Common Director Clause Samples
The Common Director clause establishes that a specific individual will serve as a director on the boards of multiple related companies or entities. In practice, this clause identifies the person who will act as a shared director, often to facilitate coordination and consistent decision-making across the organizations involved. Its core function is to ensure unified governance and streamline communication between entities that have overlapping interests or operations.
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Common Director. One (1) designee of the holders of a majority of the outstanding Common Stock held by the Founders (initially to be ▇▇▇▇ ▇▇▇▇▇▇); provided, however, that in the event the Common Director designated pursuant to this subsection (b) is not ▇▇▇▇ ▇▇▇▇▇▇, then the Founders right to designate a member of the Company’s Board of Directors pursuant to this subsection (b) shall terminate and be of no further force or effect.
Common Director. On all matters relating to the election of the class of directors designated in the Certificate as being elected only by the holders of Common Stock, the Investors holding Common Stock shall Vote all of their respective Voting Securities so as to elect one (1) director who shall be the Corporation’s then-current Chief Executive Officer (the “Common Director”). The Common Director initially shall be ▇▇▇ ▇▇▇▇▇.
Common Director. VB and the Large Holders agree that neither VB nor any of the Large Holders will vote any Corporation stock in favor of the election of any person as the Swing Director (as defined in the Series A Certificate of Designation) except a person who has substantial beverage industry experience and connections, is not affiliated with VB or any of its managers or portfolio companies (provided, that from and after the time that Kona I Holdings LLC and/or its affiliates purchases $2.0 million of additional Series A Preferred Stock from the Corporation during the 2018 calendar year (i.e., in addition to shares of Series A Preferred Stock purchased on the Purchase Date), pursuant to the exercise of “Pre-Wired Warrants #1,” then it would be permissible for the Swing Director to be a person affiliated with VB or any of its managers or portfolio companies so long as such person meets the other qualifications set forth ion this Section 3), and is not affiliated with the Corporation (but for such directorship) or any of its officers or directors or with any of the Large Holders, is (and continues to be) recommended by a majority of the current Directors, is reasonably acceptable to VB and is reasonably acceptable to a majority in interest of the Large Holders. VB and the Large Holders agree not to vote any of their Corporation stock in favor of the removal of any person elected to the Swing Director seat who possesses all of such characteristics. In addition, VB and the Large Holders agree to vote all their Corporation stock in favor of the removal of any person elected to the Swing Director seat (e.g., by the votes of Corporation shareholders other than VB and the Large Holders) who lacks any of such characteristics.
Common Director. One representative designated by the holders of a majority of the outstanding shares of Common Stock, who shall be Chief Executive Officer of the Company, who initially shall be ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇;
Common Director. At each election of or action by written consent to elect directors in which the holders of Common Stock, voting as a separate class, are entitled to elect one (1) member of the Board of Directors (the “Common Director” and, together with the Preferred Stock Directors, the “Designated Directors”), the parties hereto shall vote all of their respective shares of Preferred Stock and Common Stock so as to elect the individual designated by the holders of a majority of the issued and outstanding shares of Common Stock to serve as the Common Director, which individual shall initially be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Any vote taken to remove from office any director elected pursuant to this Section 6.1(d), or to fill any vacancy caused by the resignation, death or removal of a director elected pursuant to this Section 6.1(d), shall also be subject to the provisions of this Section 6.1(d). Upon the request of any party entitled to designate a director as provided in this Section 6.1(d), each party hereto agrees to vote its shares of Preferred Stock and Common Stock for the removal of such director.
Common Director. (i) In the event that the Common Director is no longer the Company’s Chief Executive Officer, a majority of the other members of the board of directors, excluding the Common Director, may demand that the Common Director resign from the board of directors (a “Demand Resignation”). In the event the Common Director does not resign within five (5) days of a Resignation Demand, the Voting Parties shall immediately call a meeting or act by written consent and shall vote all Shares then held by them in favor of the immediate removal of the Common Director from the board of directors, which removal shall occur no later than fifteen (15) days after such Resignation Demand.
(ii) Subject to Section 2.2(b), in the event of the resignation, death, removal or disqualification of the Common Director, each Voting Party shall vote all Shares then held by it in favor of the then-current Chief Executive Officer to be the new Common Director.
Common Director. One director (the “Common Director”) from time to time shall be designated and elected by the holders of a majority of the outstanding Common Stock, which shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇.
Common Director. The holders of a majority of the Common Stock, voting separately as a single class, shall be entitled to designate one (1) director (the “Common Director”), who shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇. If, for any reason, ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be unable to serve on the Board, then each of the Stockholders shall promptly vote their respective Shares (i) to remove him from the Board if he has not resigned from such position and (ii) to elect the Chief Executive Officer of the Company (or, if there is no Chief Executive Officer designated, the President of the Company) as the new Common Director.
Common Director. The Common Director shall serve until his successor is elected and qualified or until his earlier resignation or removal. The Common Director may be removed during his term of office, with or without cause, only upon his or her resignation or removal from the position of CEO. Any vacancy in the seat elected pursuant to Section 2.2(d) above shall be filled by the individual then serving as the CEO; provided that if the CEO position is vacant, the holders of at least a majority in interest (as determined by the aggregate number of votes held directly and through the Voting Trustee in accordance with the Voting Trust Agreement) of the issued and outstanding shares of Common Stock and Special Voting Stock (but excluding for the purposes of determining such majority during the period that there are outstanding at least 7,051,373 shares of Preferred Stock, any Conversion Shares), voting as a separate class, or by the written consent of holders of at least a majority in interest (as determined by the aggregate number of votes held directly and through the Voting Trustee in accordance with the Voting Trust Agreement) of the issued and outstanding Common Stock and Special Voting Stock shall elect an individual to fill such seat provided that a condition to the appointment of such non-CEO candidate (and of any obligation to vote for such candidate) shall be that such individual agree in writing to resign upon the appointment of a CEO of the Company.