Series B Directors. On all matters relating to the election of the class of directors designated in the Certificate as being elected only by the holders of Series B Preferred Stock, the Series B Holders shall vote all of their respective Voting Securities (or shall consent pursuant to an action by written consent of the stockholders of the Company) so as to elect as members of the Board:

Series B Directors. All necessary actions shall have been taken to appoint a representative of the holders of the Series B Preferred Shares to each of the board of directors of the Company and Tianwei Yingli, and to each committee of the board of the Company, effective as of the Closing Date.

Series B Directors. The Company shall use its best efforts to cause the rights granted to the Purchaser with respect to the nomination and appointment of the Series B Directors (as defined in the Certificate of Amendment) under this Agreement and the Certificate of Amendment to inure to the benefit of Purchaser. Such efforts on the part of the Company shall include, but not be limited to, the nomination and appointment of the Series B Directors. The Company shall enter into separate indemnification agreements upon the election or appointment of such Series B Director, in the form attached hereto as Exhibit G, with each such Series B Director.

Series B Directors. Two directors (the “Series B Directors”) from time to time shall be elected by the majority of the then outstanding shares of Series B Preferred Stock. One of the Series B Directors will be designated by Quaker BioVentures, L.P. (the “Quaker Director”), and shall initially be Xxxxxxx X. Xxxxxxxxx. During the period beginning on the date of this Agreement and ending on the earlier of (A) the date which is eighteen months from the date of this Agreement or (B) the date on which TVM V Life Science Ventures GmbH & Co. KG no longer holds any shares of Series B Preferred Stock, the other Series B Director will be designated by TVM V Life Science Ventures GmbH & Co. KG, and shall initially be Xxxxx Xxxxxxx. Thereafter, the other Series B Director will be designated by a majority of the then outstanding shares of Series B Preferred Stock.

Series B Directors. (i) To the extent that any shares of Series B Preferred Stock remain outstanding after December 31, 2024, at the written request of the holders of at least 20% of the outstanding shares of Series B Preferred Stock, the number of directors then constituting the Board shall be increased by two and the Holders of a majority of the then outstanding shares of Series B Preferred Stock shall have the exclusive right, voting separately as a class, to elect two additional directors to serve on the Board (the “Series B Directors”), subject to the terms of the Investor Rights Agreement.

Series B Directors. Each Holder agrees that, at any meeting or ------------------ by action by written consent pursuant to which directors are to be elected or appointed by the holders of the Series B Shares voting as a class (but not voting together with any other series or class) pursuant to Article III, Section 3(c) of the Company's Sixth Amended and Restated Articles of Incorporation, filed with the California Secretary of State on July __, 2000, such Holder shall vote all of the Series B Shares owned of record or beneficially by such Holder for one nominee proposed by Chase Venture Capital Associates ("CVCA") and one nominee proposed by Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx VIII, KPCB Java Fund and KPCB Information Sciences Zaibatsu Fund II (collectively "KPCB").

Related to Series B Directors

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 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 Directors Those Directors who are not “interested persons” of the Company as such term is defined in the 1940 Act.
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.
Initial Directors The names and addresses of the initial Directors, to hold office from and after the date of this Agreement until their removal pursuant to this Agreement or until their respective successors are elected and qualified pursuant to this Agreement, are as set forth in Schedule 2.
Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.
Committees of Directors (i) The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Company. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.
Disinterested Directors AVIF agrees that its Board of Directors shall at all times consist of directors a majority of whom (the "Disinterested Directors") are not interested persons of AVIF within the meaning of Section 2(a)(19) of the 1940 Act and the rules thereunder and as modified by any applicable orders of the SEC, except that if this condition is not met by reason of the death, disqualification, or bona fide resignation of any director, then the operation of this condition shall be suspended (a) for a period of forty-five (45) days if the vacancy or vacancies may be filled by the Board;(b) for a period of sixty (60) days if a vote of shareholders is required to fill the vacancy or vacancies; or (c) for such longer period as the SEC may prescribe by order upon application.
Committees of the Board of Directors The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each committee designated by the Board of Directors may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article III.
Additional Directors Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:

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