Series A Director Sample Clauses

Series A Director. So long as 33% of the Series A Preferred Stock issued on the date of this Agreement (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred Stock) remains outstanding, the Series A Requisite Investors shall be entitled to nominate one director of the Company (the “Series A Director”) to the Board of Directors and all committees of the Board of Directors (subject, in the case of the committees of the Board of Directors, to NASDAQ listing requirements regarding director independence and to the independence requirements under Rules 10A-3 and 16b-3 of the Exchange Act) the Company shall cause the Series A Director to be so appointed as of the date hereof (or as of the date of the applicable nomination with respect to any Series A Director nominated after the date hereof). Notwithstanding the foregoing, the Series A Requisite Investors may, in their sole discretion, waive in a written notice to the Board of Directors the right of the Series A Requisite Investors to appoint the Series A Director. For the avoidance of doubt, the Series A Director shall be entitled to substantially comparable compensation for his or her service to the Company as the other members of the Board of Directors, including reimbursement from the Company for any reasonable out-of-pocket expenses incurred during the course of performing his or her duties as a Series A Director.
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Series A Director. The Series A Director may be removed during his or her term of office, with or without cause, by and only by the affirmative vote or written consent
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Series A Director. (i) At each meeting (a written action in lieu of a meeting) of stockholders of the Company at or by which directors are to be elected by the holders of Series A Preferred Stock, voting as a single, separate class, the Series A Investor shall vote all of its Shares (entitled to vote thereon) to elect two directors nominated by Microcide Pharmaceuticals, Inc. ("Microcide"), one of which shall be an employee, member of the Board of Directors or other affiliate of Microcide (the "Microcide Nominee"), and the other of which shall not be an employee, member of the Board of Directors or other affiliate of Microcide (the "Independent Series A Seat"). The initial Microcide Nominee is Jamex X. Xxxxx, xxd the Independent Series A Seat shall initially be vacant.
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Series A Director. Each Investor who owns Series A Preferred Stock hereby agrees that, for so long as Ashaway Limited or its affiliates own a majority of the outstanding shares of Series A Preferred Stock, such Investor shall nominate and elect Xxxxx Xxxxx as the director whom the holders of Series A Preferred Stock are entitled to nominate and elect pursuant to Article IV B Section 5 of the Certificate of Incorporation, to serve in such capacity in accordance with the Certificate of Incorporation and Bylaws of the Company until his successor is duly elected and qualified or his earlier death, resignation or removal.
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Series A Director. (a) The Company confirms that, effective contemporaneously with the execution and delivery of this Agreement, Mike Pehl has become a director of the Company, pursuant to xxx xxxxx of the Investors to designate the Series A Director under Section 3(b) of the Series A Certificate.
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Series A Director. (a) If the Maximum Offering Amount is subscribed for and raised in the Offering pursuant to the Purchase Agreements, then from and after the Closing, subject to the terms and conditions set forth in this Section 9.5, the holders of Series A Preferred Stock, acting as a separate class, shall have the right to nominate one (1) individual with the qualifications specified in this Section 9.5 for election to the Board of Directors (the “Series A Director”), such nomination subject to review and consent of the Board of Directors or a designated committee thereof (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that the right of the Majority Purchasers to nominate the Series A Director pursuant to this Section 9.5 shall terminate upon the earlier to occur of (i) the redemption or conversion to Common Stock of fifty-percent (50%) or more of the total number of shares of Series A Preferred Stock issued and outstanding immediately after the Closing, (ii) such time as the aggregate liquidation preference of all then-outstanding shares of Series A Preferred Stock represents less than seven and one-half percent (7.5%) of the total value of all of the Company’s equity securities then issued and outstanding, or (iii) November 4, 2021. The Series A Director shall be nominated (i) by the holders of record of shares of Series A Preferred Stock comprising the Majority Purchasers as of the date of the giving of the Series A Director Notice (as defined below) and (ii) in accordance with the Series A Director Notice procedures set forth in this Section 9.5.
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Series A Director. At each election of or action by written consent to elect directors in which the holders of Series A-1 Preferred Stock and Series A-2 Preferred Stock, voting as a single class on an as-converted to Common Stock basis, are entitled to elect one (1) member of the Board of Directors (the “Series A Director”), the parties hereto shall vote all
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Related to Series A 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.

  • 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.

  • 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.

  • 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.

  • Director Resignations The Company shall use its reasonable best efforts to cause to be delivered to Parent resignations executed by each director of the Company in office as of immediately prior to the Effective Time and effective upon the Effective Time.

  • Director A member of the Board of Directors of the Company.

  • 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.

  • Independent Director As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least two Independent Directors who will be appointed by the Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Directors shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii). No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Director, the Member shall, as soon as practicable, appoint a successor Independent Director. All right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 10, in exercising their rights and performing their duties under this Agreement, any Independent Director shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

  • Board Nomination (a) In accordance with the Company’s organizational documents and applicable law, the Company agrees that the Board of Directors of the Company (the “Board”) will, no later than five (5) business days following the execution of this Agreement, expand the size of the Board and appoint R. Xxxxxxx Xxxxxx (the “New Nominee”) to the Board to serve as a director of the Company, include the New Nominee in the Company’s slate of recommended director candidates for election to the Board at the 2015 Annual Meeting, and solicit proxies in favor of the election of the New Nominee at the 2015 Annual Meeting and otherwise support the New Nominee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. The Stockholder Group acknowledges that as a condition to the appointment and nomination of the New Nominee, such New Nominee shall (i) have completed and executed the Company’s Director Questionnaire, the Company’s board nominee representation letter and such other materials as customarily requested of director candidates (each as provided to the Stockholder Group prior to the date hereof) and (ii) have agreed to provide the information that is required to be or is customarily disclosed for candidates for directors and directors in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company of other director candidates and directors, and to comply with all policies, codes of conduct, confidentiality obligations (including agreeing to preserve the confidentiality of Company business and information, including discussions of matters considered in meetings of the Board or Board committees or otherwise among directors and/or management), securities trading policies, director qualification requirements and codes of ethics generally applicable to all of the Company’s non-management directors (each as provided to the Stockholder Group prior to the date hereof). Each of the Stockholders also agrees to provide upon request such information about itself and its Affiliates and Associates as is required to be or is customarily disclosed in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company for purposes of satisfying any legal disclosure requirements. The New Nominee shall be compensated for his service as a director and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, and shall be entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company, all as such rights may exist from time to time.

  • Board Nomination Rights (a) From the Effective Date, VEP Group shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 100% of the Total Number of Directors (as defined below), so long as Vista Beneficially Owns shares of Common Stock representing at least 40% of the Original Amount of VEP Group, (ii) 40% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of VEP Group, (iii) 30% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of VEP Group, (iv) 20% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount of VEP Group and (v) 1 Director (as defined below), in the event that Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group (such persons, the “Nominees”). For purposes of calculating the number of directors that VEP Group is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 1¼ Directors shall equate to 2 Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors.

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