Existing Preferred Director Sample Clauses

Existing Preferred Director. In the case of a vacancy of a director elected pursuant to Section 2.1(a), so long as Austin Ventures holds the AV Requisite Threshold, Austin Ventures shall choose a successor to the Existing Preferred Designee, and each Voting Party shall vote all Shares held by such Voting Party to elect the new Existing Preferred Designee pursuant to Section 2.1(a). So long as Austin Ventures holds the AV Requisite Threshold, any director who shall have been elected pursuant to Section 2.1(a) may be removed during such director’s term of office, whether with or without cause, only upon written direction by Austin Ventures to the Voting Parties to remove such director, following which each Voting Party agrees to vote all Shares then held by such Voting Party in favor of such removal. In the event Austin Ventures no longer holds the AV Requisite Threshold, the holders of a majority of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock then outstanding, voting together as a single class, may elect to remove the Existing Preferred Director from office, whether with or without cause, by written direction to the Voting Parties, following which each Voting Party agrees to vote all Shares then held by such Voting Party in favor of such removal. In the event Austin Ventures no longer holds the AV Requisite Threshold and there is a vacancy in the office of a director elected pursuant to Section 2.1(a), the holders of a majority of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock then outstanding, voting together as a single class, may choose a new Existing Preferred Designee, and each Voting Party shall vote all Shares held by such Voting Party to elect the new Existing Preferred Designee pursuant to Section 2.1(a).
Sample 1
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Related to Existing Preferred Director

  • 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.

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

  • 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.

  • Continuing Director A "Continuing Director" shall mean a Director of the Company who (i) is not an Acquiring Person, an Affiliate or Associate, a representative of an Acquiring Person or nominated for election by an Acquiring Person, and (ii) was either a member of the Board of Directors of the Company on the date of this Agreement or subsequently became a Director of the Company and whose initial election or initial nomination for election by the Company's stockholders was approved by at least two-thirds of the Continuing Directors then on the Board of Directors of the Company.

  • Series A Preferred Units (a) The authorized number of Series A Preferred Units shall be unlimited. Series A Preferred Units that are purchased or otherwise acquired by the Partnership shall be cancelled.

  • Company Preferred Stock “Company Preferred Stock” shall mean the Preferred Stock, $0.001 par value per share, of the Company.

  • The Preferred Stock Notices Section 4.01. Dividends and Other Cash Distributions 2 Section 4.02. Distributions Other Than Cash 2 Section 4.03. Subscription Rights, Preferences or Privileges 2 Section 4.04. Notice of Distributions; Fixing of Record Date for Holders of Receipts 2 Section 4.05. Voting Rights 2 Section 4.06. Changes Affecting Preferred Stock and Reclassifications, Recapitalizations, etc 2 Section 4.07. Inspection of Reports 2 Section 4.08. Lists of Receipt Holders 2 Section 4.09. Tax and Regulatory Compliance 2 Section 4.10. Withholding 2

  • 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.

  • Vacancies and Newly Created Directorships If any vacancies shall occur in the Board of Directors, by reason of death, resignation, removal or otherwise, or if the authorized number of Directors shall be increased, the Directors then in office shall continue to act, and such vacancies and newly created directorships may be filled by a majority of the Directors then in office, although less than a quorum. A Director elected to fill a vacancy or a newly created directorship shall hold office until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal. Any such vacancy or newly created directorship may also be filled at any time by vote of the stockholders.

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