Series A Directors Clause Samples
The 'Series A Directors' clause defines the rights and procedures for appointing directors to a company's board on behalf of Series A investors. Typically, this clause specifies how many board seats Series A shareholders are entitled to, the process for nominating and removing these directors, and any special voting or approval rights they may hold. For example, it may state that Series A investors can appoint one or more directors as long as they hold a certain percentage of their original investment. The core function of this clause is to ensure that Series A investors have direct representation in the company's governance, allowing them to protect their interests and participate in key strategic decisions.
Series A Directors. So long as any Series A Preferred Stock is outstanding and entitled to vote as a separate class in the election of directors, each Investor agrees to vote the Investor Shares held by him, her or it as may be necessary to nominate and elect the following individuals to the Board at any election of Series A Directors:
(a) one representative designated by IGC (such representative also, an “IGC Nominee” and together with the Series A-1 Director, the “IGC Nominees”); and
(b) one representative designated by BAVP VII, LP (together with its affiliates, “BAVP” and such representative, the “BAVP Nominee”).
Series A Directors. Until the earlier to occur of (i) a QIPO or (ii) the point at which the equity beneficially owned by the Investors constitutes less than five percent (5%) of the fully-diluted equity of the Corporation, the 2005 Investors shall have the exclusive right to elect one member of the Board of Directors of the Corporation (the “2005 Series A Director”), who shall also be appointed to the Compensation Committee of the Board of Directors. Until the earlier to occur of (i) a QIPO or (ii) the point at which the equity beneficially owned by the 2007 Investors constitutes less than five percent (5%) of the fully-diluted equity of the Corporation, Ludgate Investments Limited shall have the exclusive right to elect one member of the Board of Directors of the Corporation (the “2007 Series A Director”). The manner of election of the remaining members of the Board of Directors of the Corporation shall be as set forth in the Bylaws of the Corporation.
Series A Directors. At or prior to the Closing, the Company shall conduct an “annual meeting” (as such term is used in the Company’s Amended and Restated By-Laws dated March 18, 2010). At the Closing, (i) two members of the Company’s existing board of directors (the “Board”) shall resign from their position and (ii) ▇▇▇▇▇▇▇▇ ▇. First and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ shall become directors of the Company as the two (2) designees of the holder of the Series A Preferred Stock (the “Series A Directors”), which Series A Directors shall be elected at the Closing into the “Class” (as defined in the Company’s Fourth Amended and Restated Certificate of Incorporation dated as of December 12, 2012) with a three year term ending at an “annual meeting” (which meeting shall not take place prior to the third anniversary of the Closing). At the expiration of the three-year term, in a manner specified in the Warrant Agreement, the Warrant Agent shall nominate two individuals to continue to serve as the Series A Directors pursuant to the terms of the New Series A Preferred Stock. The Series A Directors shall have observation rights with respect to the boards of directors or other governing bodies of each of the Company’s Subsidiaries.
Series A Directors. With respect to those two (2) members of the Company’s Board of Directors that the Restated Certificate provides are to be elected by the holders of the Series A Preferred Stock (the “Series A Directors”), each Investor hereby agrees to vote all of such Investor’s shares of Capital Stock, now owned or hereafter acquired, in favor of (a) one (1) designee of Austin Ventures, for so long as it is a Qualified Holder, who shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, and (b) one (1) designee of North Bridge, for so long as it is a Qualified Holder, who shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
Series A Directors. During the term of this Agreement, each of the Series A Investors agrees to vote all of its Series A Shares now or hereafter owned by it as follows:
(a) for so long as Sprout holds at least 1,000,000 Series A Shares, (i) to elect the nominee of Sprout (the "Sprout Nominee") as one of the Series A Directors and (ii) if requested by Sprout, to remove the incumbent Sprout Nominee and elect a new Sprout Nominee as one of the Series A Directors or to fill a vacancy created by death of such Sprout Nominee or otherwise.
(b) for so long as Enterprise holds at least 1,000,000 Series A Shares, (i) to elect the nominee of Enterprise (the "Enterprise Nominee") as one of the Series A
(c) for so long as KPCB holds at least 1,000,000 Series A Shares, (i) to elect the nominee of KPCB (the "KPCB Nominee") as one of the Series A Directors and (ii) if requested by KPCB, to remove the incumbent KPCB Nominee and elect a new KPCB Nominee as one of the Series A Directors or to fill a vacancy created by death of such KPCB Nominee or otherwise.
(d) for so long as Brentwood holds at least 1,000,000 Series A Shares, (i) to elect the nominee of Brentwood (the "Brentwood Nominee") as one of the Series A Directors and (ii) if requested by Brentwood, to remove the incumbent Brentwood Nominee and elect a new Brentwood Nominee as one of the Series A Directors or to fill a vacancy created by death of such Brentwood Nominee or otherwise.
(e) Each Series A Investor shall designate its respective Nominee in writing to the Company prior to each election of directors of the Company. The Company shall promptly notify each of the Series A Investors of the choice of such Nominee. Any vacancy occurring because of the death, resignation, removal or disqualification of a Nominee shall be filled according to this Section 1.
Series A Directors. With respect to those two (2) members of the Company’s Board of Directors that the Articles of Incorporation provides are to be elected by the holders of Series A Preferred Stock, the Investors hereby agree to vote all of their shares of Series A Preferred Stock now owned or hereafter acquired in favor of one designee of Foundation Capital II, L.P., who shall initially be ▇▇▇▇ ▇▇▇▇▇, and one designee of Accel VI L.P., who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇.
Series A Directors. (1) Each Series A Director (as defined in Section 7 of the Corporation’s certificate of designation filed with the Secretary of the State of Delaware on , 200 (the “Certificate of Designation”)) shall be nominated by holders of a majority of the shares of Series A Preferred Stock outstanding.
(2) If at any time the number of Series A Directors is reduced by operation of Section 7 of the Certificate of Designation, nominations for the director seats affected by such reduction shall thereafter be made in accordance with Section 7.2(D) of these Amended and Restated Bylaws.
Series A Directors. (A) For so long as fifty percent (50%) of the shares of Series A Preferred Stock originally issued to the Investors pursuant to the Conversion remain outstanding (as equitably adjusted for stock splits, stock dividends, recapitalizations and the like) (the “Originally Issued Series A Preferred Stock”), the Parties holding shares of Series A Preferred Stock shall be entitled to appoint or elect, subject to the procedures set forth in subsection (c)(iii)(B) below, two (2) directors (collectively, the “Series A Directors”). The Preferred Directors (as such term is defined in the Company’s Amended and Restated Limited Liability Company Agreement dated as of August 1, 2006) in office immediately prior to the Conversion shall initially serve as the Series A Directors immediately following the Conversion until the resignation of such Series A Directors or the election of their successors in accordance with the procedures set forth in subsection (c)(iii)(B) below. In the event that less than fifty percent (50%), but more than twenty five percent (25%), of the shares of Originally Issued Series A Preferred Stock remain outstanding (as equitably adjusted for stock splits, stock dividends, recapitalizations and the like), the Parties holding shares of Series A Preferred Stock shall be entitled to appoint or elect, subject to the terms set forth in subsection (c)(iii)(B) below, one (1) Series A Director. If, at any time, less than twenty five percent (25%) of the shares of Originally Issued Series A Preferred Stock remain outstanding (as equitably adjusted for stock splits, stock dividends, recapitalizations and the like), the Parties holding shares of Series A Preferred Stock shall not be entitled to elect or appoint any Series A Directors. Upon any reduction in the number of Series A Directors pursuant to this subsection (c)(iii)(A), the number of Common Directors shall be correspondingly increased. Such Common Directors shall be elected in accordance with the provisions of subsection (c)(i) above.
(B) For so long as the Parties holding shares of Series A Preferred Stock are entitled to elect one or more Series A Directors in accordance with subsection (c)(iii)(A) above, the Parties holding shares of Series A Preferred Stock shall elect such Series A Directors either (1) at a regular or special meeting of the stockholders called for the purpose of the election or removal of directors on the Board or (2) by the written consent of the Parties holding a majority of the...
Series A Directors. Each of SV Life Sciences, Novo A/S and HBM shall have the right to have the Series A Director designated by such entity pursuant to that certain Second Amended and Restated Voting Agreement of even date herewith, as such may be amended and/or restated from time to time (the “Voting Agreement”), sit on any committee of the Board of Directors other than the compensation committee. Notwithstanding the foregoing, (i) if SV Life Sciences, Novo A/S and HBM do not exercise their rights pursuant to this Section 5.10, at least one Series A Director shall be appointed to serve as a member of each committee of the Board of Directors other than the compensation committee. At least one Series A Director shall be appointed to serve as a member of the compensation committee, which Series A Director shall initially be ▇▇▇▇ ▇▇▇▇▇.
Series A Directors. (a) Subject to the terms and conditions herein, for as long as any shares of Series A Stock are issued and outstanding, the Series A Holders shall be entitled to designate, from time to time, voting separately as a single class, in person or by proxy, either in writing without a meeting or at an annual or a special meeting of the Series A Holders and with each share of Series A Stock having one vote on such matter, [______________] directors to serve on the Board of Directors (the “Board”) of the Corporation (each, a “Series A Director”). Any Series A Director may be designated, removed or replaced, at any time and from time to time, for any reason or no reason, solely by a majority vote of the Series A Holders as set forth above. In the event of any vacancy on the Board as a result of the death, disability, resignation or removal of any Series A Director, then the Series A Holders shall be entitled to designate a replacement Series A Director.
(b) Without first obtaining the affirmative vote or written consent of the Series A Holders, voting separately as a single class, in person or by proxy, either in writing without a meeting or at an annual or a special meeting of the Series A Holders and with the share of Series A Stock having one vote on such matter, none of the Corporation, the Board or the stockholders of the Corporation shall take any action to increase the size of Board to a number in excess of [_______] persons, or to decrease the size of the Board to a number below [_______]persons, and any such action taken without such prior consent shall be void ab initio and of no force or effect.
(c) For as long as any Series A Director is serving on the Board, the Corporation shall not, without the consent of at least one Series A Director:
(i) make any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Corporation;
(ii) make any loan or advance to any person, including, any employee or director, except advances and similar expenditures in the ordinary course of business;
(iii) guarantee any indebtedness except for trade accounts of the Corporation or any subsidiary arising in the ordinary course of business;
(iv) make any investment inconsistent with any investment policy approved by the Board;
(v) incur any aggregate indebtedness that is not already included in a Board-approved budget, other than trade credit incurred in the ordinary course of b...