Preferred Directors Sample Clauses
The "Preferred Directors" clause defines the rights of holders of preferred shares to appoint or elect specific individuals to the company's board of directors. Typically, this clause outlines the number of board seats reserved for preferred shareholders, the process for their nomination or election, and any conditions under which these rights may change, such as upon conversion of preferred shares or certain corporate events. Its core function is to ensure that preferred shareholders have direct representation in the company's governance, thereby protecting their interests and providing them with a voice in key management decisions.
Preferred Directors. (i) Whenever (a) dividends on any shares of Series B shall be in arrears by more than thirty (30) days following the applicable Dividend Payment Date for three or more consecutive or non-consecutive monthly periods (a “Preferred Dividend Default”), or (b) any redemption payment owing with respect to 6(b) or Section 6(c) shall be in arrears by more than ninety (90) days following the applicable Redemption Date (a “Preferred Redemption Default” and together with any Preferred Divided Default, a “Preferred Default”) the holders of shares of the Series B (voting together as a single class) shall be entitled to vote for the election of a number of directors of the Corporation constituting a majority of the Board of Directors (the “Series B Directors”) and the entire Board of Directors, as applicable, will be increased by the number of the Series B Directors.
(ii) In connection with the appointment of the Series B Directors, the independence requirements established under the Company’s Charter and the rules of the principal national securities exchange on which the Company’s securities are listed or admitted to trading must be satisfied. The Series B Director will be elected by a plurality of the votes cast in the election for a one-year term and each Preferred Director will serve until his or her successor is duly elected and qualified or until such Preferred Director’s right to hold the office terminates, whichever occurs earlier, subject to such Preferred Director’s earlier death, disqualification, resignation or removal. The election will take place at (A) either (I) a special meeting called in accordance with Section 8(c)(iii) below if the request is received more than 60 days before the date fixed for the Corporation’s next annual or special meeting of stockholders or (II) the next annual or special meeting of stockholders if the request is received within 60 days of the date fixed for the Corporation’s next annual or special meeting of stockholders, and (B) at each subsequent annual meeting of stockholders, or special meeting held in place thereof, until all dividends with respect to the Series B for all past Dividend Periods that have ended and all past redemption payments owing with respect to the Series B have been paid in full.
(iii) At any time when such voting rights shall have vested, a proper officer of the Corporation shall call or cause to be called, upon written request of holders of record of at least 10% of the outstanding shares of Series B,...
Preferred Directors. With respect to restricted stock and stock issued as a result of early exercised options, the Company’s repurchase option shall provide that, upon termination of the employment of the shareholder, with or without cause, the Company or its assignee (to the extent permissible under applicable securities law qualification) retains the option to repurchase at cost any unvested shares held by such stockholder.
Preferred Directors. Notwithstanding anything else contained herein, whenever the holders of one or more classes or series of Preferred Stock shall have the right, voting separately as a class or series, to elect directors, the election, term of office, filling of vacancies, removal and other features of such directorships shall be governed by the terms of the resolutions applicable thereto adopted by the Board of Directors pursuant to the Certificate of Incorporation, and such directors so elected shall not be subject to the provisions of this Article II unless otherwise provided herein.
Preferred Directors. Notwithstanding anything else contained herein, whenever the holders of one or more classes or series of Preferred Stock shall have the right, voting separately as a class or series, to elect directors, the election, term of office, filing of vacancies, removal and other features of such directorships shall be governed by the terms of the resolutions applicable thereto adopted by the Board pursuant to the Certificate, and such directors so elected shall not be subject to the provisions of Sections 3.2, 3.4 and 3.5 of this Article III unless otherwise provided therein.
Preferred Directors. Whenever the holders of any one or more series of Preferred Stock issued by the Corporation shall have the right, voting separately as a series or separately as a class with one or more such other series, to elect directors at an annual or special meeting of stockholders, the election, term of office, removal and other features of such directorships shall be governed by the terms of this Second Amended and Restated Certificate (including any certificate of designations relating to any series of Preferred Stock) applicable thereto. Notwithstanding Section 6.1(A), the number of directors that may be elected by the holders of any such series of Preferred Stock shall be in addition to the number fixed pursuant to Section 6.1(A) hereof, and the total number of directors constituting the whole Board shall be automatically adjusted accordingly.
Preferred Directors. Each of the Preferred Directors designated by Sands Capital, Omega Capital and Soleus shall have the right to participate on each committee of the Board of Directors. Each other Preferred Director shall have the right to participate on each committee or, to the extent the Board does not appoint them to such committee, the fund entitled to designate such Preferred Director shall have the right to appoint an observer to such committee. The Company shall reimburse the expenses of the Preferred Directors for costs incurred in attending meetings of the Board of Directors (including all committees of the Board of Directors) and any other meetings or events attended on behalf of the Company at the Company’s request.
Preferred Directors. Pursuant to Section 506(2) of the Michigan Business Corporation Act, the Standard Provisions in the attached Annex A shall govern the election, appointment, removal, and terms of office of the Preferred Directors (as defined in such Standard Provisions), and such matters shall not be subject to or governed by Article VIII of the Corporation's Restated Articles of Incorporation, as amended.
Preferred Directors. The Series A Preferred Director and the Series B Preferred Director shall be appointed as set-out in Schedule 1 and Schedule 2 of the Memorandum, respectively. Notwithstanding any other provision of the Memorandum or these Articles, the Series A Preferred Director and the Series B Preferred Director (i) shall not be designated into classes as set-out in Article 12.2; (ii) shall be appointed for an indefinite term and shall not be subject to re-election at an Annual Meeting; (iii) shall be appointed and removed solely as set out in Schedule 1 and Schedule 2 of the Memorandum, respectively. There shall be no distinction in the voting or other powers and authorities of Preferred Directors and other directors. ▇▇▇▇▇▇▇▇.▇▇▇, Corp. Page 34
Preferred Directors. At each election of or action by written consent to elect directors in which the holders of Preferred Stock are entitled to elect directors of the Company:
(i) one director (the “Series A Director”) designated by the holders of a majority of the shares of Series A Preferred Stock, voting together as a single class, such Series A Director initially being ▇▇▇▇▇▇▇ ▇▇▇▇;
(ii) one director (the “Series B Director”) designated by the holders of a majority of the shares of Series B Preferred Stock, voting together as a single class, such Series B Director initially being ▇▇▇▇▇ ▇▇▇▇▇▇▇▇;
(iii) one director (the “Series C Director”) designated by the holders of a majority of the shares of Series C Preferred Stock, voting together as a single class, such Series C Director initially being ▇▇▇▇ ▇▇▇▇▇▇▇; and
(iv) one director (the “Series D Director”) designated by the holders of a majority of the shares of Series D Preferred Stock, voting together as a single class, such Series D Director initially being ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇. The Series A Director, Series B Director, Series C Director and Series D Director shall be referred to herein collectively as the “Preferred Directors”.
Preferred Directors. Each holder of Preferred Shares and its Affiliate(s) shall have the right to appoint and remove one (1) Director as long as the number of the then outstanding Preferred Shares owned by such holder and its Affiliate(s) makes up no less than four percent (4%), on a fully-diluted and as-converted basis, of the aggregate number of Shares then outstanding. Each director appointed by any holder of Preferred Shares is referred to as a “Preferred Director” and collectively as the “Preferred Directors”. Solely for the purpose of calculating the ownership percentage under this Section 3.1(i)(a), Liyue Jinshi Investment L.P. or its Affiliate shall be deemed as an Affiliate of CBLC Investment Limited.