Series A Directors. So long as any Series A Preferred Stock is outstanding and entitled to vote as a separate class in the election of directors, each Investor agrees to vote the Investor Shares held by him, her or it as may be necessary to nominate and elect the following individuals to the Board at any election of Series A Directors:
Series A Directors. With respect to those two (2) members of the Company’s Board of Directors that the Restated Certificate provides are to be elected by the holders of the Series A Preferred Stock (the “Series A Directors”), each Investor hereby agrees to vote all of such Investor’s shares of Capital Stock, now owned or hereafter acquired, in favor of (a) one (1) designee of Austin Ventures, for so long as it is a Qualified Holder, who shall initially be Xxxx Xxxxxxxxx, and (b) one (1) designee of North Bridge, for so long as it is a Qualified Holder, who shall initially be Xxxxxxx XxXxxxxx.
Series A Directors. Until the earlier to occur of (i) a QIPO or (ii) the point at which the equity beneficially owned by the Investors constitutes less than five percent (5%) of the fully-diluted equity of the Corporation, the 2005 Investors shall have the exclusive right to elect one member of the Board of Directors of the Corporation (the “2005 Series A Director”), who shall also be appointed to the Compensation Committee of the Board of Directors. Until the earlier to occur of (i) a QIPO or (ii) the point at which the equity beneficially owned by the 2007 Investors constitutes less than five percent (5%) of the fully-diluted equity of the Corporation, Ludgate Investments Limited shall have the exclusive right to elect one member of the Board of Directors of the Corporation (the “2007 Series A Director”). The manner of election of the remaining members of the Board of Directors of the Corporation shall be as set forth in the Bylaws of the Corporation.
Series A Directors. At or prior to the Closing, the Company shall conduct an “annual meeting” (as such term is used in the Company’s Amended and Restated By-Laws dated March 18, 2010). At the Closing, (i) two members of the Company’s existing board of directors (the “Board”) shall resign from their position and (ii) Xxxxxxxx X. First and Xxxxxx X. Xxxxx shall become directors of the Company as the two (2) designees of the holder of the Series A Preferred Stock (the “Series A Directors”), which Series A Directors shall be elected at the Closing into the “Class” (as defined in the Company’s Fourth Amended and Restated Certificate of Incorporation dated as of December 12, 2012) with a three year term ending at an “annual meeting” (which meeting shall not take place prior to the third anniversary of the Closing). At the expiration of the three-year term, in a manner specified in the Warrant Agreement, the Warrant Agent shall nominate two individuals to continue to serve as the Series A Directors pursuant to the terms of the New Series A Preferred Stock. The Series A Directors shall have observation rights with respect to the boards of directors or other governing bodies of each of the Company’s Subsidiaries.
Series A Directors. During the term of this Agreement, each of the Series A Investors agrees to vote all of its Series A Shares now or hereafter owned by it as follows:
Series A Directors. With respect to those two (2) members of the Company’s Board of Directors that the Articles of Incorporation provides are to be elected by the holders of Series A Preferred Stock, the Investors hereby agree to vote all of their shares of Series A Preferred Stock now owned or hereafter acquired in favor of one designee of Foundation Capital II, L.P., who shall initially be Xxxx Xxxxx, and one designee of Accel VI L.P., who shall initially be Xxxxx Xxxxxx.
Series A Directors. (1) Each Series A Director (as defined in Section 7 of the Corporation’s certificate of designation filed with the Secretary of the State of Delaware on , 200 (the “Certificate of Designation”)) shall be nominated by holders of a majority of the shares of Series A Preferred Stock outstanding.
Series A Directors. The Board of Directors shall have appointed the two persons designated in writing by Tracker as provided in the Statement of Designations.
Series A Directors. (A) For so long as fifty percent (50%) of the shares of Series A Preferred Stock originally issued to the Investors pursuant to the Conversion remain outstanding (as equitably adjusted for stock splits, stock dividends, recapitalizations and the like) (the “Originally Issued Series A Preferred Stock”), the Parties holding shares of Series A Preferred Stock shall be entitled to appoint or elect, subject to the procedures set forth in subsection (c)(iii)(B) below, two (2) directors (collectively, the “Series A Directors”). The Preferred Directors (as such term is defined in the Company’s Amended and Restated Limited Liability Company Agreement dated as of August 1, 2006) in office immediately prior to the Conversion shall initially serve as the Series A Directors immediately following the Conversion until the resignation of such Series A Directors or the election of their successors in accordance with the procedures set forth in subsection (c)(iii)(B) below. In the event that less than fifty percent (50%), but more than twenty five percent (25%), of the shares of Originally Issued Series A Preferred Stock remain outstanding (as equitably adjusted for stock splits, stock dividends, recapitalizations and the like), the Parties holding shares of Series A Preferred Stock shall be entitled to appoint or elect, subject to the terms set forth in subsection (c)(iii)(B) below, one (1) Series A Director. If, at any time, less than twenty five percent (25%) of the shares of Originally Issued Series A Preferred Stock remain outstanding (as equitably adjusted for stock splits, stock dividends, recapitalizations and the like), the Parties holding shares of Series A Preferred Stock shall not be entitled to elect or appoint any Series A Directors. Upon any reduction in the number of Series A Directors pursuant to this subsection (c)(iii)(A), the number of Common Directors shall be correspondingly increased. Such Common Directors shall be elected in accordance with the provisions of subsection (c)(i) above.
Series A Directors. Two directors (the “Series A Directors”) from time to time shall be elected by the Series A Holders. One of the Series A Directors (the “ACM Director”) will be designated by Xxxxx Capital Management III, L.P., (“ACM”), and shall initially be Xxxx X. Xxxxx. The other Series A Director will be designated by a majority of the then outstanding shares of Series A Preferred Stock and shall be an independent director with industry experience. The other Series A Director shall initially be Xx. Xxxxxxx Xxxxxx.
