Founder Designee definition
Examples of Founder Designee in a sentence
The independent Founder Designee designated pursuant to Section 2.1(c) shall be entitled to compensation consistent with the compensation received by other non-employee Directors, including any fees and equity awards.
Except as provided in Section 2.2, each Founder Designee serving on the Board shall be entitled to the same rights and privileges applicable to all other members of the Board generally or to which all such members of the Board are entitled.
Except with the written consent of KKR, SL, TCV or the Founder Designee, respectively, the Company has entered into and shall at all times maintain in effect an indemnification agreement with each Director nominated by or affiliated with the Investor Parties and each Director nominated by the Founder Parties, respectively, in such form as has been previously agreed to by each of the Company and KKR, SL, TCV or the Founder Designee, respectively.
For so long as the Founder Investor is entitled to designate a Founder Designee (as defined in the Stockholders Agreement), a quorum for a meeting of the Board shall require the attendance in person, telephonically, or in any other manner permitted by applicable law, of the Founder Designee.
No reduction in the Beneficial Ownership of outstanding shares of Common Stock of the FTV Entities or Founding Shareholders shall shorten the term of any FTV Designee or Founder Designee serving as director.
The Company shall notify TDR and the Founders in writing of any objection to a TDR Designee or Founder Designee, as applicable, pursuant to the terms set forth herein sufficiently in advance of the date on which such proxy materials are to be mailed by the Company in connection with such election of directors so as to enable TDR and the Founders to propose a replacement TDR Designee or Founder Designee, as applicable, in accordance with the terms of this Agreement.
This Agreement or any provision thereof may only be amended or modified, in whole or in part, at any time by an instrument in writing signed by (i) Snow P▇▇▇▇▇ on behalf of the Snow P▇▇▇▇▇ Parties, (ii) TOBI on behalf of the TOBI Parties, (iii) the Founder Designee on behalf of the Founder Parties and (iv) the Company.
This Agreement or any provision thereof may only be amended or modified, in whole or in part, at any time by an instrument in writing signed by (i) Snow ▇▇▇▇▇▇ on behalf of the Snow ▇▇▇▇▇▇ Parties, (ii) TOBI on behalf of the TOBI Parties, (iii) the Founder Designee on behalf of the Founder Parties and (iv) the Company.
Neither the Company nor the Board (or any committee thereof) will remove any Founder Director without the prior written consent of the Founder, except to the extent necessary to remedy a breach of Section 4.04 of the Shareholders Agreement or in the case of a Founder Director’s disqualification from the Board in which case such disqualified Founder Director shall be replaced by another Founder Designee, or in accordance with these Bye-Laws.
TDR or the Founders, as applicable, shall cause the TDR Designee or the Founder Designee, respectively, to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a designee of TDR or the Founders, as applicable, on the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary duties.