Series C Director Sample Clauses

Series C Director. At the request of the Purchaser at any time after the Closing, one designee of the Purchaser shall be elected or appointed to the board of directors of the Company, and provide to the Purchaser with an updated register of directors of the Company evidencing completion of such appointment.
Sample 1Sample 2
AutoNDA by SimpleDocs
Series C Director. (a) For so long as Sequoia Capital (as defined in the Series C Purchase Agreement) or its affiliates holds at least a majority of the then outstanding shares of Series C Shares, all holders of Series C Shares shall cast their votes in any circumstances in which a Series C Director (as defined in the Company’s Bye-Laws) is to be elected, in favour of one (1) individual designated by Sequoia Capital (the “Sequoia Designee”) as the Series C Director in accordance with the Company’s Bye-Laws. As of the Initial Closing, the Sequoia Designee who shall be the Series C Director shall initially be Xxxx X. Xxxxxxx.
Sample 1
Series C Director. Notwithstanding anything to the contrary contained in the Voting Agreement, Redline hereby agrees that it (a) renounces its right to designate a director pursuant to Section 2.2(c) of the Voting Agreement, (b) shall not seek to enforce its rights under Section 2.2(c) of the Voting Agreement against the other shareholders party thereto and (c) expressly and irrevocably waives any claims with respect to its rights under Section 2.2(c) of the Voting Agreement.
Sample 1
Series C Director. If (i) the annual meeting of stockholders of the Corporation is not, for any reason, held within the time fixed in the By-Laws of the Corporation, or (ii) any vacancies shall exist in the office of director designated by the holders of Series C Preferred pursuant to the Investor Agreement, a proper officer of the Corporation, upon the written request of the holders of record of at least ten percent (10%) of the aggregate of shares of Series C Preferred then outstanding, addressed to the Secretary of the Corporation, shall call a special meeting in lieu of the annual meeting of stockholders for the purpose of electing or, if necessary, removing directors elected by the holders of Series C Preferred. Any such meeting shall be held at the earliest practicable date at the place for the holding of the annual meetings of stockholders. If such meeting shall not be called by the proper officer of the Corporation within twenty (20) days after personal service of said written request upon the Secretary of the Corporation, or within twenty (20) days after mailing the same within the United States by certified mail, addressed to the Secretary of the Corporation at its principal executive offices, then the holders of record of at least ten percent (10%) of the aggregate of outstanding shares of Series C Preferred may designate in writing one of their number to call such meeting at the expense of the Corporation, and such meeting may be called by the person so designated upon the notice required for the annual meetings of stockholders of the Corporation and shall be held at the place for holding the annual meetings of stockholders. Any holder so designated shall have access to the lists of stockholders of the Corporation to be called pursuant to the provisions hereof.
Sample 1
Series C Director. The Series C Director may be removed during his or her term of office, with or without cause, by and only by the affirmative vote or written consent of Cerberus Partners, L.P.; provided, however, that if Siemens has the right to appoint the Series C Director pursuant to Section 1(i) then such Siemens Director may only be removed during his or her term of office, with or without case, by and only by the affirmative vote or written consent of Siemens. Each of the Stockholders agrees to, and shall, vote all of its shares of capital stock in the same manner as the vote of or consent by Cerberus Partners, L.P. or Siemens, as the case may be, on the matter described in the foregoing sentence. Any vacancy in the office of the Series C Director shall be filled by a person designated pursuant to Section 1(c) above and each of the Stockholders agrees to, and shall, vote all of its shares of capital stock of the Company in favor of such person.
Sample 1
Series C Director. The holders of a majority of the shares of Series C Preferred Stock, voting separately as a single class, shall be entitled to designate one (1) director (the “Series C Director”), who shall initially be Xxxxxxx X. XxXxxxxx, unless he shall elect not to stand for election, or in the event of a vacancy created by his resignation, removal (in accordance with Section 1.3 below) or death, in which case the holders of a majority of the shares of Series C Preferred Stock may designate any qualifying person to serve in his place; and
Sample 1
Series C Director. At each election of or action by written consent to elect directors in which the holders of Series C Preferred Stock, voting as a single class on an as- converted to Common Stock basis, are entitled to elect one (1) member of the Board of Directors (the “Series C Director”), the parties hereto shall vote all of their respective shares of Preferred Stock and Common Stock so as to elect the individual designated by HBM to serve as the Series C Director, which individual shall initially be Xxxxxx Xxxxxx. Any vote taken to remove from office any director elected pursuant to this Section 6.1(c), or to fill any vacancy caused by the resignation, death or removal of a director elected pursuant to this Section 6.1(c), shall also be subject to the provisions of this Section 6.1(c). Upon the request of any party entitled to designate a director as provided in this Section 6.1(c), each party hereto agrees to vote its shares of Preferred Stock and Common Stock for the removal of such director.
Sample 1
AutoNDA by SimpleDocs
Series C Director. The holders of record of the shares of Series C Preferred Stock, voting exclusively and as a separate class, shall be entitled to elect one (1) director of the Corporation (the “Series C Director”). Any director elected as provided in the preceding sentence may be removed without cause by, and only by, the affirmative vote of holders of at least a majority of the Series C Preferred Stock, voting exclusively and as a separate class, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of such stockholders. If the holders of shares of Series C Preferred Stock fail to elect a director to fill the directorship for which they are entitled to elect a director, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 3.2.3, then any directorship not so filled shall remain vacant until such time as the holders of the Series C Preferred Stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the holders of the Series C Preferred Stock entitled to elect a person to fill such directorship voting exclusively and as a separate class.
Sample 1

Related to Series C Director

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

  • Series C Preferred Stock The holders of outstanding shares of Series C Preferred Stock shall be entitled to receive dividends, when and as declared by the Board of Directors, out of any assets at the time legally available therefor, at the Dividend Rate specified for such shares of Preferred Stock payable in preference and priority to any declaration or payment of any distribution on Series A Preferred Stock, Series B Preferred Stock or Common Stock of the Corporation other than a dividend payable solely in Common Stock. No distributions shall be made with respect to the Series A Preferred Stock, Series B Preferred Stock or Common Stock during any fiscal year of the Corporation, other than dividends on the Common Stock payable solely in Common Stock, until all dividends at the applicable Dividend Rate on the Series C Preferred Stock have been declared and paid or set apart for payment to the holders of Series C Preferred Stock. The right to receive dividends on shares of Series C Preferred Stock shall not be cumulative, and no right to such dividends shall accrue to holders of Series C Preferred Stock by reason of the fact that dividends on said shares are not declared or paid in any year.

  • 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.

  • Additional Directors Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:

  • Initial Directors 2.8 The first directors of Amalco shall be the persons whose name and address appear below: Name Address Xxxxxxxxxxx Xxxxx Xxxxxx 350 – 000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX, X0X 0X0 Such directors shall hold office until the first annual meeting of shareholders of Amalco or until their successors are elected or appointed.

  • Alternate Directors 35.1 Any Director (but not an alternate Director) may by writing appoint any other Director, or any other person willing to act, to be an alternate Director and by writing may remove from office an alternate Director so appointed by him.

  • Continuing Directors The Continuing Directors are the individuals constituting the Board as of the date this Agreement was executed by Kaydon and any subsequent directors whose election or nomination for election by Kaydon’s stockholders was approved by a vote of two-thirds of the individuals who are then Continuing Directors, but specifically excluding any individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as the term is used in Rule 14a-11 of Regulation 14A issued under the Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

  • Independent Director As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least two Independent Directors who will be appointed by the Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Directors shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii). No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Director, the Member shall, as soon as practicable, appoint a successor Independent Director. All right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 10, in exercising their rights and performing their duties under this Agreement, any Independent Director shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

Time is Money Join Law Insider Premium to draft better contracts faster.