OTHER SERIES PREFERRED DIRECTORS Sample Clauses

OTHER SERIES PREFERRED DIRECTORS. For so long as at least 8,532,394 shares of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock remain outstanding (subject to adjustment for any stock split, reverse stock split and the like), the holders of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, voting together as a single class, shall be entitled to elect and remove directors of the Company (the "Other Series Preferred Directors") pursuant to the Company's Restated Certificate. The Purchasers of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock agree that for so long as the Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock remain outstanding and for such time as Xxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxx are (i) employees of News-Press & Gazette Company and Kansas City Equity Partners, respectively, (ii) are willing to continue to serve on the Board of Directors, and (iii) do not violate their fiduciary duties to the stockholders of the Company or otherwise demonstrate that they are unfit to serve as members of the Board of Directors, that they will continue to nominate and elect Xx. Xxxxxxx and Xx. Xxxxxx as their representatives on the Board of Directors of the Company.
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OTHER SERIES PREFERRED DIRECTORS. For so long as at least 8,532,394 shares of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock remain outstanding (subject to adjustment for any stock split, reverse stock split and the like), the holders of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, voting together as a single class, shall be entitled to elect and remove directors of the Company (the "Other Series Preferred Directors") pursuant to the Company's Restated Certificate. The Purchasers of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock agree that for such time
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OTHER SERIES PREFERRED DIRECTORS. For so long as at least 15,000,000 shares of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series H Preferred Stock and Series I Preferred Stock remain outstanding (subject to adjustments for stock splits, stock dividends, reverse stock splits, including the 10 for 1 reverse stock split contemplated by the Restated Certificate filed or to be filed pursuant to the Series G Purchase Agreement, and the like), the holders of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series H Preferred Stock and Series I Preferred Stock, voting together as a single class, shall be entitled to elect and remove one (1) director of the Company (the "OTHER SERIES PREFERRED DIRECTOR") pursuant to the Company's Restated Certificate. The Purchasers of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series H Preferred Stock and Series I Preferred Stock agree that for so long as the Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series H Preferred Stock and Series I Preferred Stock remain outstanding and for such time as Xxxxx X. Xxxxxxx or Xxxxxx X. Xxxxxx (i) is an employee of News-Press & Gazette Company and Kansas City Equity Partners, respectively, (ii) is willing to continue to serve on the Board of Directors, and (iii) do not violate their fiduciary duties to the stockholders of the Company or otherwise demonstrate that they are unfit to serve as members of the Board of Directors, that they will continue to nominate and elect either Xx. Xxxxxxx or Xx. Xxxxxx (PROVIDED that such person nominated and elected meets the qualifications of clauses (i) through (iii)) as their representative on the Board of Directors of the Company.
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Related to OTHER SERIES PREFERRED DIRECTORS

  • Preferred Stock Directors Whenever, at any time or times, dividends payable on the shares of Designated Preferred Stock have not been paid for an aggregate of six quarterly Dividend Periods or more, whether or not consecutive, the authorized number of directors of the Issuer shall automatically be increased by two and the holders of the Designated Preferred Stock shall have the right, with holders of shares of any one or more other classes or series of Voting Parity Stock outstanding at the time, voting together as a class, to elect two directors (hereinafter the “Preferred Directors” and each a “Preferred Director”) to fill such newly created directorships at the Issuer’s next annual meeting of stockholders (or at a special meeting called for that purpose prior to such next annual meeting) and at each subsequent annual meeting of stockholders until all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, dividends on such amount), on all outstanding shares of Designated Preferred Stock have been declared and paid in full at which time such right shall terminate with respect to the Designated Preferred Stock, except as herein or by law expressly provided, subject to revesting in the event of each and every subsequent default of the character above mentioned; provided that it shall be a qualification for election for any Preferred Director that the election of such Preferred Director shall not cause the Issuer to violate any corporate governance requirements of any securities exchange or other trading facility on which securities of the Issuer may then be listed or traded that listed or traded companies must have a majority of independent directors. Upon any termination of the right of the holders of shares of Designated Preferred Stock and Voting Parity Stock as a class to vote for directors as provided above, the Preferred Directors shall cease to be qualified as directors, the term of office of all Preferred Directors then in office shall terminate immediately and the authorized number of directors shall be reduced by the number of Preferred Directors elected pursuant hereto. Any Preferred Director may be removed at any time, with or without cause, and any vacancy created thereby may be filled, only by the affirmative vote of the holders a majority of the shares of Designated Preferred Stock at the time outstanding voting separately as a class together with the holders of shares of Voting Parity Stock, to the extent the voting rights of such holders described above are then exercisable. If the office of any Preferred Director becomes vacant for any reason other than removal from office as aforesaid, the remaining Preferred Director may choose a successor who shall hold office for the unexpired term in respect of which such vacancy occurred.

  • Series A Preferred Stock On the Closing Date, each Subscriber shall purchase and the Company shall sell to each such Subscriber, the number of shares of Preferred Stock designated on such Subscriber’s signature page hereto for such Subscriber’s Purchase Price indicated thereon.

  • Series B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................

  • Preferred Stock Shares of Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”), to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions providing for the creation and issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Second Amended and Restated Certificate (including any Certificate of Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Second Amended and Restated Certificate (including any Certificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

  • Company Preferred Stock “Company Preferred Stock” shall mean the Preferred Stock, $0.001 par value per share, of the Company.

  • Meetings of Holders of the Preferred Securities (a) No annual meeting of Holders is required to be held. The Property Trustee, however, shall call a meeting of the Holders of the Preferred Securities to vote on any matter upon the written request of the Holders of at least twenty five percent (25%) in aggregate Liquidation Amount of the Outstanding Preferred Securities and the Administrative Trustees or the Property Trustee may, at any time in their discretion, call a meeting of the Holders of the Preferred Securities to vote on any matters as to which such Holders are entitled to vote.

  • Preferred Stock Record Date Each person in whose name any certificate for a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

  • Reservation and Availability of Shares of Preferred Stock (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights.

  • Availability of Shares of Preferred Stock (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or any shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights.

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

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