Preferred Directors. Whenever, at any time or times, dividends payable on the shares of Series A-1 Preferred Stock have not been paid for an aggregate of six or more Dividend Periods, whether or not consecutive (an “Event of Non-payment”), the Holders will have the right, with holders of shares of any one or more other classes or series of outstanding Parity Stock upon which like voting rights have been conferred and are exercisable at the time, voting together as a class (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to elect two directors (together, the “Preferred Directors” and each, a “Preferred Director”) at the next annual meeting or special meeting of the Corporation’s stockholders and at each subsequent annual meeting or special meeting of the Corporation’s stockholders until all accrued and unpaid dividends have been paid in full or fully set aside for payment on Series A-1 Preferred Stock, at which time such right will terminate, except as otherwise provided herein or expressly provided by law, subject to reverting in the event of each and every Event of Non-payment; provided that it will be a qualification for election for any Preferred Director that the election of such Preferred Director will not cause the Corporation to violate any corporate governance requirements of any securities exchange or other trading facility on which the Corporation’s securities may then be listed or traded that listed or traded companies, including that the Corporation have a majority of independent directors. Upon any termination of the right set forth in the immediately preceding paragraph, 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 as described above. Any Preferred Director may be removed at any time, with or without cause, and any vacancy created thereby may be filled, only at a meeting of the Corporation’s stockholders at which this is a permitted action by the affirmative vote of the Holders of a majority in voting power of the shares of Series A-1 Preferred Stock at the time outstanding voting separately as a class together with the holders of shares of Parity Stock upon which like voting rights have been conferred and are exercisable at the time (and with voting rights allocated pro rata based on the liquida...
Preferred Directors. Notwithstanding anything else contained herein, whenever the holders of one or more classes or series of Preferred Stock shall have the right, voting separately as a class or series, to elect directors, the election, term of office, filling of vacancies, removal and other features of such directorships shall be governed by the terms of the resolutions applicable thereto adopted by the Board of Directors pursuant to the Certificate of Incorporation, and such directors so elected shall not be subject to the provisions of this Article II unless otherwise provided herein.
Preferred Directors. With respect to restricted stock and stock issued as a result of early exercised options, the Company’s repurchase option shall provide that, upon termination of the employment of the shareholder, with or without cause, the Company or its assignee (to the extent permissible under applicable securities law qualification) retains the option to repurchase at cost any unvested shares held by such stockholder.
Preferred Directors. Notwithstanding anything else contained herein, whenever the holders of one or more classes or series of Preferred Stock shall have the right, voting separately as a class or series, to elect directors, the election, term of office, filing of vacancies, removal and other features of such directorships shall be governed by the terms of the resolutions applicable thereto adopted by the Board pursuant to the Certificate, and such directors so elected shall not be subject to the provisions of Sections 3.2, 3.4 and 3.5 of this Article III unless otherwise provided therein.
Preferred Directors. Notwithstanding anything herein to the contrary, during any period when the holders of any series of Preferred Stock, voting separately as a series or together with one or more series, have the right to elect additional directors, then upon commencement and for the duration of the period during which such right continues: (a) the then otherwise total authorized number of directors of the Company shall automatically be increased by such specified number of directors, and the holders of such Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to said provisions; and (b) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to his or her earlier death, resignation, or removal. Except as otherwise provided by the Certificate of Incorporation (including any certificate of designation with respect to any series of Preferred Stock) the Board of Directors in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of the Certificate of Incorporation (including any certificate of designation with respect to any series of Preferred Stock), the terms of office of all such additional directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation or removal of such additional directors, shall forthwith terminate (in which case each such director thereupon shall cease to be qualified as, and shall cease to be, a director) and the total authorized number of directors of the Company shall be reduced accordingly.
Preferred Directors. Subject to the loss of the right to appoint directors as described below, the holders of the Series A-2 Preferred Stock will be entitled, by majority vote, to nominate and elect three (3) directors on the Board of Directors of the Corporation. If at any time there shall be outstanding shares of Series A-2 of Preferred Stock with an aggregate Stated Value of less than $75 million, subject to certain exceptions set forth in the Certificate of Designation, then the holders of the Series A-2 Preferred Stock shall no longer have the right to elect three (3) directors to the Board of Directors. On the Closing Date, the Board of Directors will be comprised of: (i) 4 directors elected by the holders of the Common Stock with staggered terms comprised of 1 Class A, 1 Class B and 2 Class C Common Directors; and (ii) 6 directors elected by the holders of the Preferred Stock. See “The Offer – Amendment to Restated Certificate of Incorporation; By-Laws”.
Preferred Directors. Notwithstanding anything to the contrary contained herein, where any act listed in Part I(A) of Exhibit C requires the approval of the Shareholders in accordance with the Statute, and if the Shareholders vote in favour of such act but the approval of the Series C-2 Majority, the Series C-1 Majority, the Series C Majority, the Series B Majority or the Series A Majority has not yet been obtained, the relevant majority of the Preferred Shareholders who vote against such act at a meeting of the Shareholders in aggregate shall have the voting rights equal to the aggregate voting power of all the Shareholders who voted in favour of such act plus one (1).
Preferred Directors any approval of or amendment to the Business Plan, final settlement (年度决算), financial statements, medium and long term development plan and annual/quarterly investment plan, financing plan of any Group Company;
Preferred Directors. For the purpose of the calculation in Section 3(a)(2) of this Article IV above, the number of directors on the entire Board of Directors shall include any directors elected by a separate class vote of Preferred Stock or series vote of any series of Preferred Stock (any such directors, the “Preferred Directors”).
Preferred Directors. Each holder of Preferred Shares and its Affiliate(s) shall have the right to appoint and remove one (1) Director as long as the number of the then outstanding Preferred Shares owned by such holder and its Affiliate(s) makes up no less than four percent (4%), on a fully-diluted and as-converted basis, of the aggregate number of Shares then outstanding. Each director appointed by any holder of Preferred Shares is referred to as a “Preferred Director” and collectively as the “Preferred Directors”. Solely for the purpose of calculating the ownership percentage under this Section 3.1(i)(a), Liyue Jinshi Investment L.P. or its Affiliate shall be deemed as an Affiliate of CBLC Investment Limited.
