Director Designation Right definition

Director Designation Right means the right of a Holder to designate a Director for election to the Board pursuant Section 2.1(a) of this Agreement.
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Director Designation Right shall have the meaning assigned to it in Section 4.02(a).
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Examples of Director Designation Right in a sentence

  • Notwithstanding the foregoing, such Stockholders shall not exercise the Director Designation Right in the event that doing so would require the Stockholders or their Affiliates to submit and file notification obligations of the HSR Act in respect of the investment in the Company by the Stockholders until such time as such submission and filing shall have occurred and any applicable waiting period under the HSR Act relating to such filing shall have expired or been terminated.

  • Notwithstanding the foregoing, the Stockholders shall cease to have any right to obtain or exercise the Director Designation Right from and after the first instance in which the Stockholders cease to Beneficially Own, in the aggregate, at least two-thirds (2/3) of the Initial Shares.

  • Indaba and the Mast Funds (as “Buyer”) entered into a Director Designation Right Assignment Agreement, dated as of May 21, 2015, by and among Indaba and the Mast Funds.

  • The Mast Funds entered into a Director Designation Right Assignment Agreement, dated as of August 14, 2015, by and among Indaba and the Mast Funds, as Buyer.

  • The loss of the Director Designation Right in one or more instances (regardless of the reason) shall not prevent or preclude the Stockholders from obtaining and exercising the Director Designation Right in the future in the event of a subsequent Director Designation Right Event.

  • At all times when the Preferred Stock Director Designation Right Condition is satisfied, the Holders representing at least twenty five percent (25%) of the voting power of the Convertible Preferred Stock will have the right to call a special meeting of stockholders for the election of Preferred Stock Directors (including an election to fill any vacancy in the office of Preferred Stock Directors).

  • Xxxxxxxx, Xx.’s service on the Board shall be deemed to satisfy the E Investor Group’s Ongoing Director Designation Right and the E Investor Group shall have no right to nominate or designate any additional Person to serve as a Director (an “Ongoing Director Designation Right”).

  • Thereafter, for so long as 30% of the of the aggregate amount of Series A Preferred Stock issued on the Issuance Date remains outstanding (the “Preferred Stock Director Designation Right Condition”), the Holders, voting separately as a class, shall have the right to nominate one or more persons for election to the Board of Directors to fill any vacancy created in any year in which a Series A Preferred Director’s term expires or any Series A Preferred Director resigns, dies or is removed.

  • Notwithstanding anything to the contrary in this Agreement, the parties hereto agree that Highbridge shall be permitted to waive and/or assign (which waiver and/or assignment may be temporary) its rights as an Appointing Person, including its Director Designation Right, to Whitebox to the extent necessary or advisable (in each case, as determined by Highbridge in its sole discretion).

  • A Designating Stockholder may assign its Director Designation Rights to the transferee in connection with a transfer of 100% of the New Equity Interests and New Convertible Notes that such Designating Stockholder received on the Plan Effective Date, and may assign its Director Designation Right with respect to one Director seat to the transferee in connection with any transfer of New Equity Interests and/or New Convertible Notes representing at least 10% of the Total New Equity Interests.

Related to Director Designation Right

  • Investor Designee shall have the meaning set forth in Section 5(a).

  • Series B Director means any director of the Company that the holders of record of the Series B Preferred Stock are entitled to elect, exclusively and as a separate class, pursuant to the Certificate of Incorporation.

  • Designated Director means a person designated by the RE to ensure overall compliance with the obligations imposed under chapter IV of the PML Act and the Rules and shall include:

  • Director Option means an Option granted pursuant to Section 6.

  • Investor Director means a member of the Board who was elected to the Board as an Investor Director Designee.

  • New Director means an individual whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the Date of Grant or whose election or nomination for election was previously so approved or recommended. However, “New Director” shall not include a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation relating to the election of directors of the Company.

  • Preferred Director means any director of the Company that the holders of record of the Preferred Stock are entitled to elect pursuant to the Company’s Certificate of Incorporation.

  • shadow director means, in relation to a company, any person in accordance with whose directions or instructions the directors of the company are accustomed to act, but the person is not deemed to be a shadow director by reason only that the directors act on advice given by him in a professional capacity; and

  • Share Designation has the meaning assigned to such term in ‎Section 3.2(b).

  • Nonemployee Director means a Director who is not an Employee.

  • Elected Director means a person elected as an elected director in accordance with these bylaws or elected or appointed as a replacement director for an elected director;

  • Employee Director means a member of the Board of Directors of the Company that is also an Employee of the Company.

  • New Directors means any director whose election by the Board or whose nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who were Present Directors or New Directors.

  • Investor Directors has the meaning set forth in Section 2(a).

  • Series A Director means any director of the Company that the holders of record of the Series A Preferred Stock are entitled to elect pursuant to the Company’s Certificate of Incorporation.

  • Preferred Directors means the Series A Directors and the Series B Directors.

  • Qualified Director means a person who, at the time action is to be taken under:

  • Alternate Director means a person elected or appointed to serve, as the occasion requires, as a member of the board of a company in substitution for a particular elected or appointed director of that company;

  • Series A Directors means the directors of the Company that have been solely designated by the holders of record of the Series A Preferred Stock pursuant to the Certificate of Incorporation, the Stockholders Agreement or otherwise.

  • Sponsor Director means an individual elected to the Board that has been nominated by the Sponsor pursuant to this Agreement.

  • Director Award means the grant of any Award (other than an Incentive Stock Option), whether granted singly, in combination, or in tandem, to a Participant who is a Director pursuant to such applicable terms, conditions, and limitations established by the Board.

  • Series Designation has the meaning assigned to such term in Section 3.03(a).

  • Appointed Director means a person appointed in accordance with these bylaws as an appointed director or appointed as a replacement director for an appointed director;

  • (1) DIRECTOR.—The term Director’ means

  • Management Director means a Person selected in accordance with Article IV of this Agreement who shall have the powers and duties to manage the business and affairs of the Company and exercise its powers to the extent set forth in this Agreement, the Certificate and the Act. Each Management Director shall be a “manager” of the Company within the meaning of the Act.

  • Division Director means the Director of the Division of Family Services within the Department.