Examples of Default Director in a sentence
Any Default Director may be removed at any time with or without cause by, and shall not be removed otherwise than by the vote of, the holders of record of a majority of the outstanding shares of Series B Preferred Stock and all series of Parity Stock upon which like voting rights have been conferred and are exercisable (voting together as a class).
Each Default Director shall serve for a term of one year and until his or her successor is elected and qualified.
At any meeting held for the purpose of electing a Series B Director or a Series B Default Director, the presence in person or by proxy of the holders of at least a majority of the shares of Series B Preferred Stock outstanding will be required to constitute a quorum of such Series B Preferred Stock.
If dividends on the Series B Preferred Stock are in arrears and unpaid for four consecutive quarterly periods or for any six quarterly periods (whether or not consecutive) (each, a "Dividend Default"), then the number of Directors constituting the Board of Directors will be adjusted to permit the holders of the majority of the then outstanding shares of Series B Preferred Stock, voting separately as a class, to elect an additional Director (the "Series B Default Director").
So long as any Series A Preferred Stock remains outstanding, the Requisite Preferred Holders shall be entitled to elect one individual to the Board to serve as a director, which individual initially shall be Eric Green; provided, however, that upon the occurrence or the continuance of any Event of Default, the Requisite Preferred Holders shall be entitled to elect one additional individual to the Board to serve as a director (a "Default Director").
If any such term expires prior to the end of the Default Period, the holders of a majority of the then outstanding Swiss Re Preferred Shares or the Reliance Preferred Shares, or each of them (as the case may be), shall be entitled to designate a successor Default Director (which may again be the Retiring Director).
Each Default Director may, during his or her term of office, be removed at any time, with or without cause, by and only by the affirmative vote, at a special meeting of Holders called for such purpose, or the written consent, of the Holders of a majority of the then outstanding Preferred Shares.
Any vacancy occurring in the office of the Series B Director can be filled by a then serving Series B Default Director, if any, and any vacancy occurring in the office of the Series B Default Director, if applicable, can be filled by any then serving Series B Director, in either case unless and until the holders of a majority of the shares of Series B Preferred Stock outstanding elect another person to fill any such vacancy.
Any other provision of this Certificate of Designation or the Certificate of Incorporation or By-laws of the Corporation notwithstanding, no Default Director may be removed except in the manner provided for in this paragraph.
Any vacancy in the position of a Default Director may be filled only by the Holders.