Common use of Preferred Shareholder Supplemental Rights Upon an Event Of Default Clause in Contracts

Preferred Shareholder Supplemental Rights Upon an Event Of Default. Upon the occurrence of an Event of Default, the Shareholders may call a special meeting at which Shareholders representing a majority of the outstanding Preferred Shares may cause a replacement of a Parent-designated director of the Company with a Preferred Shareholder-designated director (giving the Preferred Shareholders the right to fill two of the Company’s three Board seats). Any holder of Preferred Shares will have the right to nominate a candidate for the position of Replacement Director (each of them a “Nominee”). Only Nominees who express a willingness to serve as Replacement Director will be eligible for election (the “Replacement Candidate”). The Replacement Candidate receiving the votes representing a plurality of the outstanding Preferred Shares will become the Replacement Director upon election. The Replacement Director will serve until replaced by a plurality vote of the outstanding Preferred Shares at a meeting where a quorum (a majority of Preferred Shares) is present. Any future dispositive action of this newly-constituted Board of Directors (including liquidation, sale, or merger of the Company and the sale or transfer of substantial assets of the Company) will become effective only upon the affirmative vote of a majority in interest of the outstanding Preferred Shares.

Appears in 4 contracts

Samples: Conversion Agreement (TWO RIVERS WATER & FARMING Co), Convertible Preferred Stock Purchase Agreement (TWO RIVERS WATER & FARMING Co), Conversion Agreement (TWO RIVERS WATER & FARMING Co)

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Preferred Shareholder Supplemental Rights Upon an Event Of Default. Upon the occurrence of an Event of Default, as defined below, the Shareholders may call a special meeting at which Shareholders representing a majority of the outstanding Preferred Shares may cause a replacement of a Parent-designated director of the Company with a Preferred Shareholder-designated director (giving the Preferred Shareholders the right to fill two of the Company’s three Board seats). Any holder of Preferred Shares will have the right to nominate a candidate for the position of Replacement Director (each of them a “Nominee”). Only Nominees who express a willingness to serve as Replacement Director will be eligible for election (the “Replacement Candidate”). The Replacement Candidate receiving the votes representing a plurality of the outstanding Preferred Shares will become the Replacement Director upon election. The Replacement Director will serve until replaced by a plurality vote of the outstanding Preferred Shares at a meeting where a quorum (a majority of Preferred Shares) is present. Any future dispositive action of this newly-constituted Board of Directors (including liquidation, sale, or merger of the Company and the sale or transfer of substantial assets of the Company) will become effective only upon the affirmative vote of a majority in interest of the outstanding Preferred Shares.

Appears in 3 contracts

Samples: Conversion Agreement (TWO RIVERS WATER & FARMING Co), Convertible Preferred Stock Purchase Agreement (TWO RIVERS WATER & FARMING Co), Conversion Agreement (TWO RIVERS WATER & FARMING Co)

Preferred Shareholder Supplemental Rights Upon an Event Of Default. Upon the occurrence of an Event of Default, the Shareholders may call a special meeting at which Shareholders representing a majority of the outstanding Preferred Shares may cause a replacement of a Parent-designated director of the Company with a Preferred Shareholder-designated director (giving the Preferred Shareholders the right to fill two of the Company’s three Board seats). Any holder of Preferred Shares will have the right to nominate a candidate for the position of Replacement Director (each of them a “Nominee”). Only Nominees who express a willingness to serve as Replacement Director will be eligible for election (the “Replacement Candidate”). The Replacement Candidate receiving the votes representing a plurality of the outstanding Preferred Shares will become the Replacement Director upon election. The Replacement Director will serve until replaced by a plurality vote of the outstanding Preferred Shares at a meeting where a quorum (a majority of Preferred Shares) is present. Any future dispositive action of this newly-constituted Board of Directors (including liquidation, sale, or merger of the Company and the sale or transfer of substantial assets of the Company) will become effective only upon the affirmative vote of a majority in interest of the outstanding Preferred Shares.. 2.6

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement

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Preferred Shareholder Supplemental Rights Upon an Event Of Default. Upon the occurrence of an Event of Default, as defined below, the Shareholders may call a special meeting at which Shareholders representing a majority of the outstanding Preferred Shares may cause a replacement of a Parent-designated director of the Company with a Preferred Shareholder-designated director (giving the Preferred Shareholders the right to fill two of the Company’s three Board seats). Any holder of Preferred Shares will have the right to nominate a candidate for the position of Replacement Director (each of them a “Nominee”). Only Nominees who express a willingness to serve as Replacement Director will be eligible for election (the “Replacement Candidate”). The Replacement Candidate receiving the votes representing a plurality of the outstanding Preferred Shares will become the Replacement Director upon election. The Replacement Director will serve until replaced by a plurality vote of the outstanding Preferred Shares at a meeting where a quorum (a majority of Preferred Shares) is present. Any future dispositive action of this newly-constituted Board of Directors (including liquidation, sale, or merger of the Company and the sale or transfer of substantial assets of the Company) will become effective only upon the affirmative vote of a majority in interest of the outstanding Preferred Shares.. (a)

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement

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