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. 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. 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. 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. 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).
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. In addition to the provisions of Section 6.8 of the Pyxis SPA, the Board of Directors of the Company has adopted this Section 7(b) in accordance with Section 122(17) of the Delaware General Corporate Law in order to regulate and define the conduct of certain affairs of the Company as they may involve the Series B Director and Affiliates (as defined below), and the powers, rights, duties and liabilities of the Company and its officers, directors and stockholders in connection therewith. Nothing in this Section will regulate or define the conduct of the Series B Director or an Affiliate with respect to affairs not involving a corporate opportunity (as defined below). Moreover, nothing in this Section will prohibit the Company from entering into contractual arrangements with the Series B Director or an Affiliate that restrict the Series B Director or an Affiliate from engaging in activities otherwise allowed by this Section, and the following provisions shall be subject to any such contractual obligation of the Company.
(i) For purposes of this Section 7(b) only:
(A) A director of the Company who is Chairman or Vice Chairman of the Board of Directors of the Company or of a committee thereof shall not be deemed to be an officer of the Company by reason of holding such position (without regard to whether such position is deemed an officer of the Company under the bylaws of the Company), unless such person is a full-time employee of the Company.
(B) The term “STOCKHOLDER” shall mean (i) the Purchaser; (ii) any subsidiary or wholly-controlled nonprofit corporation of Purchaser; (iii) any person or entity directly or indirectly holding the power (under applicable law, contract, or otherwise) to designate fifty percent (50%) or more of Purchaser’s board of directors; (iv) any successors, by way of merger, consolidation or sale of all or substantially all of the assets of Purchaser; and (v) any assignees or other transferee of substantially all of the assets of Purchaser.
Series B Director. Clarus shall have the right to have the Series B Director designated by Clarus pursuant to the Voting Agreement sit on the compensation committee of the Board of Directors.
