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, 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. 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 in such resolutions.
Preferred Directors. (i) Whenever (a) dividends on any shares of Series B shall be in arrears by more than thirty (30) days following the applicable Dividend Payment Date for three or more consecutive or non-consecutive monthly periods (a “Preferred Dividend Default”), or (b) any redemption payment owing with respect to 6(b) or Section 6(c) shall be in arrears by more than ninety (90) days following the applicable Redemption Date (a “Preferred Redemption Default” and together with any Preferred Divided Default, a “Preferred Default”) the holders of shares of the Series B (voting together as a single class) shall be entitled to vote for the election of a number of directors of the Corporation constituting a majority of the Board of Directors (the “Series B Directors”) and the entire Board of Directors, as applicable, will be increased by the number of the Series B Directors.
Preferred Directors. (a) Each of the Operating Partnership, the Company and the Advisor acknowledges and agrees that, if and when the Articles Supplementary are filed with the SDAT and the Investor exchanges any Preferred Units for Series A Preferred Shares pursuant to the terms of the LPA Amendment and the Escrow Agreement, as the case may be, then, pursuant to the terms of the Articles Supplementary, the holders of such Series A Preferred Shares will have the right to elect a number of directors of the Company such that the number of directors elected will represent a majority of the directors of the Company at the time of the election (the “Preferred Directors”). In connection with the foregoing, and any other related matters under the Articles Supplementary (all of such matters being referred to, collectively, as the “Preferred Director Election Activities”), each of the Operating Partnership, the Company and the Advisor agrees, if and when, and for as long as, the Investor or a Permitted Transferee Beneficially Owns any such Series A Preferred Shares, to diligently and promptly cooperate in good faith with the Investor and to perform any and all actions requested by the Investor that are necessary or desirable for the performance by any of the Company, the Advisor or the holders of the Series A Preferred Shares of the Preferred Director Election Activities, including but not limited to, (i) executing and delivering any and all agreements, documents, resolutions and other instruments that may be required by the Company or the holders of the Series A Preferred Shares in connection with the foregoing; (ii) refraining from taking any action that would in any way restrict, limit or interfere with the Preferred Director Election Activities, including, without limitation, refraining from causing the Board to take any action that would in any way restrict, limit or interfere with the Preferred Director Election Activities; and (iii) such other matters as may be reasonably determined by the Investor from time to time (all such obligations and undertakings of the Operating Partnership, the Company and the Advisor collectively being referred to herein as the “Xxxxxxx Preferred Director Cooperation Obligations”). The Xxxxxxx Preferred Director Cooperation Obligations shall be performed by the Operating Partnership, the Company and the Advisor, respectively, at their sole cost and expense and without any compensation, fee, reimbursement or other consideration from the Investor.
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. At each election of or action by written consent to elect directors in which the holders of Preferred Stock are entitled to elect directors of the Company:
Preferred Directors. Whenever the holders of any one or more series of Preferred Stock issued by the Corporation shall have the right, voting separately as a series or separately as a class with one or more such other series, to elect directors at an annual or special meeting of stockholders, the election, term of office, removal and other features of such directorships shall be governed by the terms of this Second Amended and Restated Certificate (including any certificate of designations relating to any series of Preferred Stock) applicable thereto. Notwithstanding Section 6.1(A), the number of directors that may be elected by the holders of any such series of Preferred Stock shall be in addition to the number fixed pursuant to Section 6.1(A) hereof, and the total number of directors constituting the whole Board shall be automatically adjusted accordingly.
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. The Series A Preferred Director and the Series B Preferred Director shall be appointed as set-out in Schedule 1 and Schedule 2 of the Memorandum, respectively. Notwithstanding any other provision of the Memorandum or these Articles, the Series A Preferred Director and the Series B Preferred Director (i) shall not be designated into classes as set-out in Article 12.2; (ii) shall be appointed for an indefinite term and shall not be subject to re-election at an Annual Meeting; (iii) shall be appointed and removed solely as set out in Schedule 1 and Schedule 2 of the Memorandum, respectively. There shall be no distinction in the voting or other powers and authorities of Preferred Directors and other directors. Xxxxxxxx.xxx, Corp. Page 34
