Series C Directors Sample Clauses

Series C Directors. The members of Wings’ board of directors nominated by the Unions as set forth in Section 5.1.
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Series C Directors. At any annual or special meeting called, or in connection with any other action (including the execution of written consents) taken for the purpose of electing directors to the Board, each of the Stockholders agrees, whether or not cumulative voting is in effect, to vote (or to act with respect to) such Stockholder’s Voting Shares in a manner that would cause the nomination and election of two (2) members of the Board (each, a “Series C Director”) as follows: (a) one (1) designated by Clarus Lifesciences II, L.P. or its affiliates (“Clarus”) who initially shall be Xxxxxxx Xxxxxxxxx; and (b) one (1) designated by Hatteras Venture Partners III, LP or its affiliates, who initially shall be Xxxxxxx Xxxx. The Clarus designee shall have the right to serve on any committee of the Board. Any amendment or waiver with respect to the rights under this Section 2.2, Section 2.5 and Section 2.6 shall require the prior written approval of the holders of at least sixty percent (60%) of the then outstanding Series C Preferred and Series C-1 Preferred, voting together as a single class.
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Series C Directors. With respect to the right of a majority of holders of the outstanding shares of the Series C Preferred Stock to elect two directors (the "Series C Directors") to fill the Adelphia Board of Directors seats that would be created upon the occurrence of certain Voting Rights Trigger Events as such are described in Section 6(b) of Adelphia's Series C Preferred Stock Certificate of Designations (the "Certificate of Designations"), Telesat and the Private Company agree that for as long as Telesat has not sold, transferred, assigned (other than a sale, transfer or assignment to an Affiliate of Telesat) or converted more than 50% of the Shares it is purchasing pursuant to the Stock Purchase Agreement (the "Telesat Shares"): (a) the Private Company agrees to vote its Shares in favor of at least one Telesat Series C Director nominee for as long as Telesat and the Private Company together own a majority of the outstanding Shares and (b) Telesat and the Private Company will not vote to fill the second Series C Director seat; provided, however, that if the Private Company sells, transfers or assigns, to one or more third parties that are not part of the Rigas Family (as defined below) more than 62.5% of the Shares which were initially issued to the Private Company (the "Company Shares"), the agreement contained in clause (b) shall have no further force or effect.
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Series C Directors. With respect to one member of the Company’s Board of Directors that the Articles of Incorporation provides is to be elected by the holders of Series C Preferred Stock, the Investors hereby agree to vote all of their shares of Series C Preferred Stock now owned or hereafter acquired in favor of one designee of Sigma Partners 6, L.P., who shall initially be Xxxx Gretsch.
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Related to Series C Directors

  • Preferred Stock Directors Notwithstanding any other provision of this Article V, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the 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 Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant to this Article V unless expressly provided by such terms.

  • 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.

  • 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.

  • Initial Directors The names and addresses of the initial Directors, to hold office from and after the date of this Agreement until their removal pursuant to this Agreement or until their respective successors are elected and qualified pursuant to this Agreement, are as set forth in Schedule 2.

  • 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:

  • Independent Directors Those Directors who are not “interested persons” of the Company as such term is defined in the 1940 Act.

  • Disinterested Directors AVIF agrees that its Board of Directors shall at all times consist of directors a majority of whom (the "Disinterested Directors") are not interested persons of AVIF within the meaning of Section 2(a)(19) of the 1940 Act and the rules thereunder and as modified by any applicable orders of the SEC, except that if this condition is not met by reason of the death, disqualification, or bona fide resignation of any director, then the operation of this condition shall be suspended (a) for a period of forty-five (45) days if the vacancy or vacancies may be filled by the Board;(b) for a period of sixty (60) days if a vote of shareholders is required to fill the vacancy or vacancies; or (c) for such longer period as the SEC may prescribe by order upon application.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Chairman of the Board of Directors The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Limited Partners and of the Board of Directors. The Chairman of the Board of Directors shall be selected from time to time by the Board of Directors. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as may from time to time be assigned by this Agreement or by the Board of Directors.

  • Associate Directors (A) Any person who has served as a director may be elected by the Board of Directors as an associate director, to serve during the pleasure of the Board.

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