Intel Designee definition

Intel Designee means any member of the Company’s Board of Directors that Intel is entitled to elect or designate pursuant to any agreement between the Company and Intel or otherwise.

Intel Designee is defined in Section 2.1(a).

Intel Designee has the meaning set forth in Section 3.1(c).

Examples of Intel Designee in a sentence

• Intel will be responsible for any breach of this Agreement by the Intel Designee with respect to the Board Confidential Information or by its Representatives with respect to any Confidential Information, and agrees, at its sole expense, to take reasonable measures, at such time as it becomes aware of an imminent breach of the confidentiality restrictions by one of its Representatives, to restrain such Representative from prohibited or unauthorized disclosure or use of such Confidential Information.

• In accordance with the Company Bylaws, the Company shall reimburse each Intel Designee, Intel Director, TPG Designee and TPG Director for all reasonable and documented out-of-pocket expenses incurred in connection with such director’s or designee’s participation in the meetings of the Board or any committee of the Board, including reasonable travel, lodging and meal expenses.

• Cloudera may provide certain confidential information (i) to Intel as a result of its notice, information and inspection rights as a shareholder of Cloudera and in connection with negotiating Proposed Transactions (as defined below) (as set forth in more detail below) and (ii) to the Intel Designee (as defined below).

More Definitions of Intel Designee

Intel Designee means any Intel employee that serves as a member of the Board and/or any member of the Board that Intel is entitled to elect or designate pursuant to any agreement between Intel and the Company or any of its security holders or otherwise. (f)“Investor Rights Agreement” means the amended and restated agreement among the Company, the Purchasers and certain other stockholders of the Company, to be dated as of or on or about the date hereof. (g)“MNDA” means the Mutual Non-Disclosure Agreement between Intel and Cloudera, dated as of January 29, 2014. (h)“Permitted Tender Offer” shall have the meaning given to such term in the Standstill Agreement. 2 (i)“Proposed Transaction” means a transaction in connection with (A) Negotiated Transaction Discussions (as defined in the Standstill Agreement), or (B) a potential Sale or Acquisition (as defined in the Standstill Agreement) of Cloudera or its assets by or to Intel (or its affiliates) following a Competing Transaction (as defined in the Standstill Agreement). (j)“Representatives” of a person shall include such person’s directors, officers, employees, legal counsel, accountants, and financial and other advisors, provided that such Representatives who are not employed by the receiving party owe a duty of confidentiality to the receiving party. (k)“Right of First Refusal and Co‑Sale Agreement” means the amended and restated agreement among the Company, the Purchasers, and certain other stockholders of the Company, to be dated as of or on or about the date hereof (l)“Sensitive Confidential Information” means any of the following subcategories of Confidential Information that is furnished by Cloudera or its Representatives and received by the Intel Designee in connection with his or her capacity as a member of the Board:

Intel Designee has the meaning ascribed thereto in Section 2.2(a)(ii);

Intel Designee means any Intel employee that serves as a member of the Board and/or any member of the Board of the Company that Intel is entitled to elect or designate pursuant to any agreement between Intel and the Company, Intel or any of its security holders or otherwise. (m) “Investor Rights Agreement” means that certain Amended and Restated Investor Rights Agreement dated of even date herewith, and effective upon the IPO, by and among the Company, Intel and certain stockholders of the Company listed therein, as such agreement may be amended from time to time. (n) “IPO” means the Company’s first underwritten public offering of its Common Stock under the Securities Act. (o) “Negotiated Transaction Discussions” means the making or discussing of any offers in a confidential, non‑public manner (and that would not, other than in connection with a Permitted Tender Offer (as defined below), reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in Section 3(a)(i) below) regarding a potential negotiated transaction with the Company directly to or with the management of the Company or the Board, or their designated representative. 2 (p) “Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity. (q) “Preferred Stock” means shares of the Company’s Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series F‑1 Preferred Stock, and/or any future series of preferred stock issued by the Company. (r) “Purely Financial Investor” means a Person that (i) has acquired the Company’s securities in the ordinary course of business and not with the purpose nor with the effect of changing or influencing the control of the Company, nor in connection with or as a participant in any transaction having such purpose or effect, or (ii) does not have any strategic or commercial relationship with the Company, it being understood that each of Accel X, L.P. and its Affiliates and Greylock XII Limited Partnership and its Affiliates shall be deemed a Purely Financial Investor, irrespective of the fact that their representatives may serve as members of the Board. (s) “Restated Certificate” means the then‑existing certificate of incorporation of the Company immediately following the completion of an IPO. (t) “Rights Minimum” means Intel and its Affiliates hold that number of out...