Series B Director. (a) The Company confirms that, effective contemporaneously with the execution and delivery of this Agreement, Xxxxx Xxxxxxx has become a director of the Company, pursuant to the right of the Investors to designate the Series B Director under Section 3(b) of the Series B Certificate. The Compensation Committee of the Board of Directors of the Company shall include the Series B Director if requested in writing by the Investors holding a majority of the shares of Series B Preferred Stock.
(b) The Company and the Investors agree to take any such further actions as may be necessary or desirable to effect the election, from time to time in the future, of the Series B Director to (i) the Board of Directors, and (ii) the Compensation Committee of the Board of Directors, if so requested.
(c) No individual designated to serve on the Board of Directors as the Series B Director shall be deemed to be the deputy of or otherwise required to discharge his or her duties under the direction of, or with special attention to the interests of, the Investors.
Series B Director. With respect to the one (1) member of the Company’s Board of Directors that the Restated Certificate provides is to be elected by the holders of the Series B Preferred Stock (the “Series B Director”), each Investor hereby agrees to vote all of such Investor’s shares of Capital Stock, now owned or hereafter acquired, in favor of one (1) designee of Alloy Ventures, for so long as it is a Qualified Holder, who shall initially be Xxxxx Xxxxxx.
Series B Director. Subject only to its receipt of the Special Dividend on or prior to October 31, 2011, the Investor hereby irrevocably agrees to cause the Series B Director to resign from the Company Board, effective as of the close of business on October 31, 2011, and hereby irrevocably waives, on its own behalf and on behalf of any transferee, any right to appoint a Series B Director, commencing on (and including) November 1, 2011 (such waiver, together with the Dividend Waiver and the Voting Waiver, the “Waived Terms”). Immediately upon the resignation of the Series B Director, the number of directors constituting the Company Board shall be decreased by one, and thereafter, the holders of the Series B Preferred Stock shall not be entitled to nominate the Series B Director or any substitute nominee under the Certificate of Designations.
Series B Director. The Series B 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 of Cerberus Partners, L.P. Each of the Stockholders agrees to, and shall, vote all of its shares of capital stock in the same manner as the vote cast or consent given by Cerberus Partners, L.P. on the matter described in the foregoing sentence. Any vacancy in the office of the Series B Director shall be filled by a person designated pursuant to Section 1(b) above and each of the Stockholders agrees to, and shall, vote all of its shares of capital stock of the Company in favor of such person.
Series B Director. Effective as of the Closing Date, the Company shall take all actions necessary to cause the appointment of the Series B Designee as a director of the Company (such individual, and all future Series B Designees nominated and elected by Purchaser as a director of the Company, referred to herein as a “Series B Director”) until a successor is duly elected and qualified. The Purchaser, as sole holder of the Preferred Stock, shall have the right to nominate and elect the initial Series B Designee as the Series B Director of the Company. If the Series B Director shall cease to serve as a director for any reason, the Series B stockholders, voting separately as a series, shall have the right to nominate and elect a replacement director to serve out the remaining term of the existing Series B Director upon written notice to the Company. The Series B Director shall be entitled to receive reimbursement of reasonable expenses incurred in connection with attending Board and committee meetings, but shall not be considered a non-employee director for purposes of receiving any other compensation as a director or a member of any committee of the Board. In accordance with the provisions of the Certificate of Designation, at such time as less than 40% of the Shares issued to the Purchaser under this Agreement remain outstanding, the right of the Series B stockholders to elect the Series B Designee shall automatically terminate, and the Series B Director shall resign from the Board and any committees thereof on which the Series B Director may serve.
Series B Director. The undersigned Stockholder hereby agrees that, as of immediately after the Effective Time, the Series B-2 Director (as defined in the Series B-2 Preferred Stock Certificate of Designations) shall be as specified on Schedule C hereto. [The remainder of this page is intentionally left blank; signature pages follow.]
Series B Director. (1) Upon the issuance of Series B Preferred Stock, the Corporation shall name to its Board of Directors a director identified to it by Xxxxx Xxxxxx, the Series B Preferred Stock representative; provided that such director is reasonably acceptable to the Corporation. Thereafter, and for so long as more than fifty percent (50%) of all shares of Series B Preferred Stock issued by the Corporation shall be outstanding, the holders of the Series B Preferred Stock, voting as a separate voting group, shall be entitled to elect one (1) director to the Corporation's Board of Directors ("Series B Director") at the annual meeting of the Corporation's shareholders and otherwise if there is a vacancy of the directorship held by the Series B Director. If the aforementioned minimum outstanding shares requirement has been met, then at any meeting held for the purpose of electing directors, the presence in person or by proxy of the holders of a majority of the outstanding shares of Series B Preferred Stock shall constitute a quorum of such shares for the election of the director to be elected.
(2) Except as otherwise provided by law, the Series B Director shall be elected by a majority of the votes cast by the Series B Preferred Stock at a meeting of shareholders at which a quorum is present. Provided that the minimum outstanding shares requirement in Subsection 9(c)(iv)(b)(1) is met, any vacancy in any directorship elected by the holders of Series B Preferred Stock shall be filled only by the vote or written consent of the holders of a majority of the then outstanding shares of Series B Preferred Stock. Any director who shall have been elected by the holders of Series B Preferred Stock may be removed from office, whether with or without cause, only by the vote or written consent of the holders of a majority of the then outstanding shares of Series B Preferred Stock.
Series B Director. During the term of this Agreement, each of the Series B Investors agrees to vote all of its Series B Shares now or hereafter owned by it as follows:
a. For so long as Enron holds at least 750,000 Series B Shares, (i) to elect the nominee of Enron (the "Enron Nominee") as the Series B Director and (ii) if requested by Enron, to remove the incumbent Enron Nominee and elect a new Enron Nominee as the Series B Director or to fill a vacancy created by death of such Enron Nominee or otherwise.
b. Enron shall designate its Enron Nominee in writing to the Company prior to each election of directors of the Company. The Company shall promptly notify each of the Series B Investors of the choice of such Enron Nominee. Any vacancy occurring because of the death, resignation, removal or disqualification of the Enron Nominee shall be filled according to this Section 3.
Series B Director. At each election of or action by written consent to elect directors in which the holders of Series B Preferred Stock and Series B-1 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 B Director”), the parties hereto shall vote all of their respective shares of Preferred Stock and Common Stock so as to elect the individual designated by Wex-Med to serve as the Series B Director, which individual shall initially be Xxxx Xxxxxx. Any vote taken to remove from office any director elected pursuant to this Section 6.1(b), or to fill any vacancy caused by the resignation, death or removal of a director elected pursuant to this Section 6.1(b), shall also be subject to the provisions of this Section 6.1(b). Upon the request of any party entitled to designate a director as provided in this Section 6.1(b), each party hereto agrees to vote its shares of Preferred Stock and Common Stock for the removal of such director.
Series B Director. Upon the Initial Preferred Closing, the Board will consist of seven (7) directors which shall include one (1) member designated by the Placement Agent on behalf of the holders of the Preferred Shares (the "Series B Director"). In the event that the holders of the Preferred Shares do not exercise their right to designate a member of the Board, then the failure to do so shall not constitute a waiver of such right and the holders of the Preferred Shares may then appoint any person to be an observer who shall be entitled to attend and observe meetings of the Board and any committees thereof (an receive notices, communications and other information provided in connection with such meetings).