Series B Directors Clause Samples

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: (i) one individual nominated in writing by HighCape (the “HighCape Director”), who initially shall be ▇▇▇▇▇ ▇▇▇▇▇, for so long as HighCape and its Affiliates continue to own beneficially (a) at least ten percent (10%) of the outstanding shares of Series B Preferred Stock or (b) at least seventy-five percent (75%) of the shares of Series B Preferred Stock that HighCape purchased under the Purchase Agreement; and (ii) one individual nominated in writing by Signet (the “Signet Director” and, together with the HighCape Director, the “Series B Directors”), who initially shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, for so long as Signet and its Affiliates continue to own beneficially (a) at least ten percent (10%) of the outstanding shares of Series B Preferred Stock or (b) at least seventy-five percent (75%) of the shares of Series B Preferred Stock that Signet purchased under the Purchase Agreement. For purposes of this Agreement, the Series A Directors and the Series B Directors shall together be referred to as the “Preferred Directors.” provided, however, this Section 2.2(b) shall terminate simultaneously with the termination of the Series B Holders’ rights, as set forth in the Certificate, to vote on the election of directors as a separate class.

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. (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. (ii) In addition to the rights to appoint Series B Directors set forth in Section 11(b)(i) hereof, whenever dividends on any shares of Series B Preferred Stock shall be in arrears for six or more quarterly periods, whether or not consecutive (a “Preferred Dividend Default”), 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 shares of Series B Preferred Stock shall be entitled to vote for the election of two Series B Directors, until all unpaid dividends on such Series B Preferred Stock for the past Dividend Periods that have ended shall have been fully paid or declared and a sum sufficient for the payment thereof is set apart for payment. If and when all accrued dividends on such Series B Preferred Stock for the past Dividend Periods that have ended shall have been fully paid or declared and a sum sufficient for the payment thereof is set apart for payment, the right of the holders of Series B Preferred Stock to elect such additional two directors shall immediately cease (subject to revesting in the event of each and every subsequent Preferred Dividend Default), and the term of office of each Series B Director so elected shall terminate and the number of Directors shall be reduced accordingly. (iii) The election of the Series B Directors may take place at any general or special meeting of stockholders or a separate class meeting of holders of Series B Preferred Stock, or by means of a written consent of the Holders in lieu of a meeting thereof. The Series B Directors shall be elected by a plurality of the votes cast in the election and each Preferred Director shall serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies or until such Series B Director’s right to hold the offi...

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. 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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇. 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 ▇▇▇▇▇ ▇▇▇▇▇▇▇. 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ VIII, KPCB Java Fund and KPCB Information Sciences Zaibatsu Fund II (collectively "KPCB").