Common use of Preferred Stock Directors Clause in Contracts

Preferred Stock 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 Designation). Notwithstanding anything to the contrary in this Article V, 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 paragraph B of this Article V, and the total number of directors constituting the whole Board of Directors shall be automatically adjusted accordingly. Except as otherwise provided in the Certificate of Designation(s) in respect of one or more series of Preferred Stock, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such Certificate of Designation(s), the terms of office of all such additional directors elected by the holders of such series of Preferred Stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate (in which case each such director thereupon shall cease to be qualified as, and shall cease to be, a director) and the total authorized number of directors of the Corporation shall automatically be reduced accordingly.

Preferred Stock Directors. Whenever Notwithstanding the foregoing, 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 removal, and other features of such directorships shall be governed by the terms of this Second Amended and Restated the Certificate of Incorporation (including any Certificate certificate of Designation)designation relating to any series of Preferred Stock) applicable thereto. Notwithstanding anything to the contrary in this Article V, the 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 paragraph B of this Article V, and the total number of directors constituting fixed by the whole Board pursuant to the Certificate of Directors shall be automatically adjusted accordinglyIncorporation and these By-Laws. Except as otherwise expressly provided in the Certificate terms of Designation(s) in respect such series, the number of one or more series of Preferred Stock, whenever directors that may be so elected by the holders of any such series of stock shall be elected for terms expiring at the next annual meeting of stockholders, and vacancies among directors so elected by the separate vote of the holders of any such series of Preferred Stock having such right to elect additional directors are divested shall be filled by the affirmative vote of such right pursuant to a majority of the provisions of such Certificate of Designation(s), the terms of office of all such additional remaining directors elected by such series, or, if there are no such remaining directors, by the holders of such series of Preferred Stock, or elected to fill any vacancies resulting from in the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate (same manner in which case each such director thereupon shall cease to be qualified as, and shall cease to be, series initially elected a director) and the total authorized number of directors of the Corporation shall automatically be reduced accordingly.

Preferred Stock Directors. Whenever Notwithstanding the foregoing, whenever the holders of any one or more series of Preferred Stock issued by the Corporation Corporation, if any, 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 removal, and other features of such directorships shall be governed by the terms of this Second Amended and Restated the Certificate of Incorporation (including any Certificate certificate of Designation)designation relating to any series of Preferred Stock) applicable thereto. Notwithstanding anything to the contrary in this Article V, the 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 paragraph B of this Article V, and the total number of directors constituting fixed by the whole Board pursuant to the Certificate of Directors shall be automatically adjusted accordinglyIncorporation and these Bylaws. Except as otherwise expressly provided in the Certificate terms of Designation(s) in respect such series, the number of one or more series of Preferred Stock, whenever directors that may be so elected by the holders of any such series of stock shall be elected for terms expiring at the next annual meeting of stockholders, and vacancies among directors so elected by the separate vote of the holders of any such series of Preferred Stock having such right to elect additional directors are divested shall be filled by the affirmative vote of such right pursuant to a majority of the provisions of such Certificate of Designation(s), the terms of office of all such additional remaining directors elected by such series, or, if there are no such remaining directors, by the holders of such series of Preferred Stock, or elected to fill any vacancies resulting from in the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate (same manner in which case each such director thereupon shall cease to be qualified as, and shall cease to be, series initially elected a director) and the total authorized number of directors of the Corporation shall automatically be reduced accordingly.

Preferred Stock Directors. Whenever Notwithstanding the foregoing, whenever the holders of any one or more series of Preferred Stock issued by the Corporation Corporation, if any, 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 removal, and other features of such directorships shall be governed by the terms of this Second Amended and Restated the Certificate of Incorporation (including any Certificate certificate of Designation)designation relating to any series of Preferred Stock) and the Investor Rights Agreement applicable thereto. Notwithstanding anything to the contrary in this Article V, the 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 paragraph B of this Article V, and the total number of directors constituting fixed by the whole Board pursuant to the Certificate of Directors shall be automatically adjusted accordinglyIncorporation and these By-Laws. Except as otherwise expressly provided in the Certificate terms of Designation(s) in respect such series, the number of one or more series of Preferred Stock, whenever directors that may be so elected by the holders of any such series of stock shall be elected for terms expiring at the next annual meeting of stockholders, and vacancies among directors so elected by the separate vote of the holders of any such series of Preferred Stock having such right to elect additional directors are divested shall be filled by the affirmative vote of such right pursuant to a majority of the provisions of such Certificate of Designation(s), the terms of office of all such additional remaining directors elected by such series, or, if there are no such remaining directors, by the holders of such series of Preferred Stock, or elected to fill any vacancies resulting from in the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate (same manner in which case each such director thereupon shall cease to be qualified as, and shall cease to be, series initially elected a director) and the total authorized number of directors of the Corporation shall automatically be reduced accordingly.

Preferred Stock Directors. Whenever Notwithstanding the foregoing, whenever the holders of any one or more series of Preferred Stock issued by the Corporation Corporation, if any, 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 removal, and other features of such directorships shall be governed by the terms of this Second Amended and Restated the Certificate of Incorporation (including any Certificate certificate of Designation)designation relating to any series of Preferred Stock) and the Investor Rights Agreement applicable thereto. Notwithstanding anything to the contrary in this Article V, the 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 paragraph B of this Article V, and the total number of directors constituting fixed by the whole Board pursuant to the Certificate of Directors shall be automatically adjusted accordinglyIncorporation and these Bylaws. Except as otherwise expressly provided in the Certificate terms of Designation(s) in respect such series, the number of one or more series of Preferred Stock, whenever directors that may be so elected by the holders of any such series of stock shall be elected for terms expiring at the next annual meeting of stockholders, and vacancies among directors so elected by the separate vote of the holders of any such series of Preferred Stock having such right to elect additional directors are divested shall be filled by the affirmative vote of such right pursuant to a majority of the provisions of such Certificate of Designation(s), the terms of office of all such additional remaining directors elected by such series, or, if there are no such remaining directors, by the holders of such series of Preferred Stock, or elected to fill any vacancies resulting from in the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate (same manner in which case each such director thereupon shall cease to be qualified as, and shall cease to be, series initially elected a director) and the total authorized number of directors of the Corporation shall automatically be reduced accordingly.

Preferred Stock Directors. Whenever Notwithstanding any other provision of this Article V, and except as otherwise required by law, whenever the holders of any one or more series of the Preferred Stock issued by the Corporation shall have the right, voting separately as a series by class or separately as a class with one or more such other series, to elect directors at an annual one or special meeting of stockholdersmore directors, the election, term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Second Amended and Restated Certificate (including any Certificate of Preferred Stock Designation). Notwithstanding anything to the contrary in this Article VSection 5.2(a) hereof, 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 paragraph B of this Article VSection 5.2(a) hereof, and the total number of directors constituting the whole Board of Directors shall be automatically adjusted accordingly. Except as otherwise provided by the Board in the Certificate of Designation(s) in respect of one resolution or more series of Preferred Stockresolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such Certificate of Designation(s)stock, the terms of office of all such additional directors elected by the holders of such series of Preferred Stockstock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate (in which case each such director thereupon shall cease to be qualified as, and shall cease to be, a director) and the total authorized number of directors of the Corporation shall automatically be reduced accordingly.

Preferred Stock Directors. Whenever During any period when the holders of any one or more series of Preferred Stock issued by have the right to elect additional directors as provided for or fixed pursuant to the provisions of Article IV hereof, then upon commencement and for the duration of the period during which such right continues: (i) the then otherwise total authorized number of directors of the Corporation shall have the right, voting separately as a series or separately as a class with one or more automatically be increased by 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 Designation). Notwithstanding anything to the contrary in this Article V, the specified number of directors that may be elected by directors, and the holders of any such series of Preferred Stock shall be in addition entitled to elect the number additional directors so provided for or fixed pursuant to paragraph B of this Article Vsaid provisions, and the total number of directors constituting the whole Board of Directors (ii) each such additional director shall be automatically adjusted accordinglyserve until such director's successor shall have been duly elected and qualified, or until such director's right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to his earlier death, disqualification, resignation or removal. Except as otherwise provided by the Board in the Certificate of Designation(s) in respect of one resolution or more series of Preferred Stockresolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such Certificate of Designation(s)stock, the terms of office of all such additional directors elected by the holders of such series of Preferred Stockstock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate (in which case each such director thereupon shall cease to be qualified as, and shall cease to be, a director) and the total authorized number of directors of the Corporation shall be automatically be reduced accordingly.