Series C Director Sample Clauses

Series C Director. If (i) the annual meeting of stockholders of the Corporation is not, for any reason, held within the time fixed in the By-Laws of the Corporation, or (ii) any vacancies shall exist in the office of director designated by the holders of Series C Preferred pursuant to the Investor Agreement, a proper officer of the Corporation, upon the written request of the holders of record of at least ten percent (10%) of the aggregate of shares of Series C Preferred then outstanding, addressed to the Secretary of the Corporation, shall call a special meeting in lieu of the annual meeting of stockholders for the purpose of electing or, if necessary, removing directors elected by the holders of Series C Preferred. Any such meeting shall be held at the earliest practicable date at the place for the holding of the annual meetings of stockholders. If such meeting shall not be called by the proper officer of the Corporation within twenty (20) days after personal service of said written request upon the Secretary of the Corporation, or within twenty (20) days after mailing the same within the United States by certified mail, addressed to the Secretary of the Corporation at its principal executive offices, then the holders of record of at least ten percent (10%) of the aggregate of outstanding shares of Series C Preferred may designate in writing one of their number to call such meeting at the expense of the Corporation, and such meeting may be called by the person so designated upon the notice required for the annual meetings of stockholders of the Corporation and shall be held at the place for holding the annual meetings of stockholders. Any holder so designated shall have access to the lists of stockholders of the Corporation to be called pursuant to the provisions hereof.

Series C Director. Notwithstanding anything to the contrary contained in the Voting Agreement, Redline hereby agrees that it (a) renounces its right to designate a director pursuant to Section 2.2(c) of the Voting Agreement, (b) shall not seek to enforce its rights under Section 2.2(c) of the Voting Agreement against the other shareholders party thereto and (c) expressly and irrevocably waives any claims with respect to its rights under Section 2.2(c) of the Voting Agreement.

Series C Director. The Series C 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.; provided, however, that if Siemens has the right to appoint the Series C Director pursuant to Section 1(i) then such Siemens Director may only be removed during his or her term of office, with or without case, by and only by the affirmative vote or written consent of Siemens. Each of the Stockholders agrees to, and shall, vote all of its shares of capital stock in the same manner as the vote of or consent by Cerberus Partners, L.P. or Siemens, as the case may be, on the matter described in the foregoing sentence. Any vacancy in the office of the Series C Director shall be filled by a person designated pursuant to Section 1(c) 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 C Director. At each election of or action by written consent to elect directors in which the holders of Series C 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 C 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 HBM to serve as the Series C Director, which individual shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇. Any vote taken to remove from office any director elected pursuant to this Section 6.1(c), or to fill any vacancy caused by the resignation, death or removal of a director elected pursuant to this Section 6.1(c), shall also be subject to the provisions of this Section 6.1(c). Upon the request of any party entitled to designate a director as provided in this Section 6.1(c), each party hereto agrees to vote its shares of Preferred Stock and Common Stock for the removal of such director.

Series C Director. (a) For so long as Sequoia Capital (as defined in the Series C Purchase Agreement) or its affiliates holds at least a majority of the then outstanding shares of Series C Shares, all holders of Series C Shares shall cast their votes in any circumstances in which a Series C Director (as defined in the Company’s Bye-Laws) is to be elected, in favour of one (1) individual designated by Sequoia Capital (the “Sequoia Designee”) as the Series C Director in accordance with the Company’s Bye-Laws. As of the Initial Closing, the Sequoia Designee who shall be the Series C Director shall initially be ▇▇▇▇ ▇.

Series C Director. The holders of record of the shares of Series C Preferred Stock, voting exclusively and as a separate class, shall be entitled to elect one (1) director of the Corporation (the “Series C Director”). Any director elected as provided in the preceding sentence may be removed without cause by, and only by, the affirmative vote of holders of at least a majority of the Series C Preferred Stock, voting exclusively and as a separate class, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of such stockholders. If the holders of shares of Series C Preferred Stock fail to elect a director to fill the directorship for which they are entitled to elect a director, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 3.2.3, then any directorship not so filled shall remain vacant until such time as the holders of the Series C Preferred Stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the holders of the Series C Preferred Stock entitled to elect a person to fill such directorship voting exclusively and as a separate class.

Series C Director. The holders of a majority of the shares of Series C Preferred Stock, voting separately as a single class, shall be entitled to designate one (1) director (the “Series C Director”), who shall initially be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, unless he shall elect not to stand for election, or in the event of a vacancy created by his resignation, removal (in accordance with Section 1.3 below) or death, in which case the holders of a majority of the shares of Series C Preferred Stock may designate any qualifying person to serve in his place; and

Series C Director. (a) For so long as Sequoia Capital (as defined in the Series C Purchase Agreement) or its affiliates holds at least a majority of the then outstanding shares of Series C Shares, all holders of Series C Shares shall cast their votes in any circumstances in which a Series C Director (as defined in the Company’s Bye-Laws) is to be elected, in favour of one (1) individual designated by Sequoia Capital (the “Sequoia Designee”) as the Series C Director in accordance with the Company’s Bye-Laws. As of the Initial Closing, the Sequoia Designee who shall be the Series C Director shall initially be ▇▇▇▇ ▇. ▇▇▇▇▇▇▇. (b) So long as Sequoia Capital is entitled to designate the Sequoia Designee pursuant to Section 5.1(a) above, in the event of any vacancy of the Series C Director on the Board of Directors, each Holder will vote or act with respect to its Series C Shares so as to fill such vacancy with a new Sequoia Designee designated by Sequoia Capital. (c) So long as Sequoia Capital is entitled to designate the Sequoia Designee pursuant to Section 5.1(a) above, each Holder agrees that no Series C Director may be removed from the Board of Directors without the approval of Sequoia Capital. (d) The Company agrees, within the requirements of applicable law, to ensure that the terms and conditions of this Section 5.1 are effective and that Sequoia Capital enjoy the benefits of this provision. Such actions include, without limitation, the use of the Company’s reasonable best efforts to cause the nomination, appointment and election of the Sequoia Designee as the Series C Director.