Preferred Designee definition

Preferred Designee has the meaning set forth in Section 6.1(b) of this Agreement.
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Preferred Designee means an individual designated in writing by the Purchaser for election to the Board pursuant to the terms and conditions set forth in Section 5.09; provided, that such individual (1) may be an employee, officer or director of Purchaser or its Affiliates and (2) shall be reasonably acceptable to the Board or Nominating and Corporate Governance Committee of the Board; provided that any partner or managing director of SCG or any of its affiliated management companies who has relevant industry experience shall be deemed to be acceptable to the Board and the Nominating and Corporate Governance Committee of the Board for so long as each of the other requirements set forth in Section 5.09 that are applicable to a Preferred Designee are satisfied; provided, further, that (x) no executive officer or director of STWD or its Subsidiaries may be a Preferred Designee and (y) no partner or managing director of SCG or any of its affiliated management companies who is an STWD Person may be a Preferred Designee.
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Preferred Designee designated by the Investors holding a majority of the Shares then held by all Investors other than Accion, as one of the Series Seed Directors; and
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Examples of Preferred Designee in a sentence

  • Yunich or such other Preferred Designee voted against sucx xxxxxx xx x xeeting of the Board of Directors at which such action was proposed; and (iv) such action caused (A) a material harm to the holders of the Preferred Stock and (B) a material benefit to the Common Stock.

  • For so long as the Preferred Designee serves on the Board of Directors of the Company, the Company, the Principal Stockholders and each Investor agrees to vote all of its shares of Common Stock or Preferred Stock, as applicable, and to take all lawful action as shall be reasonably required in order to facilitate the election of such Preferred Designee to any and all committees of the Board of Directors.

  • At all times the Company shall reserve a sufficient number of seats on the Board of Directors to permit the election of the Preferred Designee.

  • To the extent that any committee does not include the Minority Preferred Designee (as defined in the Voting Agreement), then the Minority Preferred Designee shall be entitled to attend in a non-voting, observer capacity all meetings of such committee and to receive all notices and other communications (including, without limitation, Actions by Written Consent Without a Meeting) that are sent to members of such committee in their capacity as such.

  • During the term of this Section 4, and so long as at least 500,000 shares of the Company’s Series Seed Preferred Stock and Series A Preferred Stock are issued and outstanding, each Voting Party agrees to vote all Voting Shares in such manner as may be necessary to elect (and maintain in office) as a member of the Company’s board of directors the Series Seed and Series A Preferred Designee (as defined below) as the Series Seed and Series A Director (as defined in the Restated Certificate).

  • In the case of a vacancy of a director elected pursuant to Section 2.1(c) following a Series C Director Triggering Event, and so long as Activant holds the Activant Requisite Threshold, Activant shall choose a successor to the Series C Preferred Designee, and each Voting Party shall vote all Shares held by such Voting Party to elect the new Series C Preferred Designee pursuant to Section 2.1(c).

  • In the case of a vacancy of a director elected pursuant to Section 2.1(a), so long as Austin Ventures holds the AV Requisite Threshold, Austin Ventures shall choose a successor to the Existing Preferred Designee, and each Voting Party shall vote all Shares held by such Voting Party to elect the new Existing Preferred Designee pursuant to Section 2.1(a).

  • In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the fair market value of the Common Stock on the Conversion Date, as determined by the corporation's Board of Directors (which must include the vote of the Series A Designee, the Series B Preferred Designee and the Series C Preferred Designee) all as defined in Section 5 subsection (b) below.

  • Xxxx, Xx. shall be deemed to be the Series D Designee; (iii) Xxxxx Xxxxxxxxxx, and Xxx XxXxxxxx shall be deemed to be the Series C Designees, (iv) Xxxxxx Xxxxxxx shall be deemed to be the Series B Designee, (v) Xxxxx Xxxxxxx shall be deemed to be the First Issued Preferred Designee, (vi) Xxxxx Xxxxxxx shall be deemed to be the CEO Designee and (vii) Xxxxxx Xxxxxx and Xxxxx X.

  • The valuation of any securities or other property other than cash received by the Corporation in any transaction covered by this subparagraph 2(b) shall be computed at the fair value thereof at the time of receipt as determined in good faith by the Board of Directors (which must include the vote of the Series A Designee, the Series B Preferred Designee and the Series C Preferred Designee (as defined in Section 5(b) below)).


More Definitions of Preferred Designee

Preferred Designee shall be chosen by Snickers Holdings LLC (together with its affiliates, "Snickers"), for so long as Snickers owns shares of Preferred Stock, and thereafter by the holders of a majority of the Series Seed Preferred and Series A Preferred (voting together as a single class on an as-converted to Common Stock basis) held by the Investors in the event that Snickers no longer owns any shares of Preferred Stock.
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Related to Preferred Designee

  • Preferred Director means any director of the Company that the holders of record of the Preferred Stock are entitled to elect pursuant to the Company’s Certificate of Incorporation.

  • Preferred Holders means the record owners of outstanding Preferred Securities.

  • Preferred Holder means, with respect to a series of Preferred Units, a Record Holder of such series of Preferred Units.

  • Preferred Shareholders means the holders of Preferred Shares.

  • Preferred Shareholder means any holder of Preferred Shares.

  • Preferred Member means a Member holding Preferred Units.

  • Preferred ’ means any of the above securities that are publicly traded on a recognized securities exchange and the securities have a rating of ‘‘A’’ or above. If the securities are not ‘‘Preferred,’’ they are listed as ‘‘Other.’’

  • Registered design in this Act shall mean a design for which a design registration has been granted.

  • Series B Certificate of Designations has the meaning set forth in the recitals hereto.

  • Preferred Directors means the Series A Directors and the Series B Directors.

  • Series B Certificate of Designation means the Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of 8% Series B Convertible Redeemable Preferred Stock and Qualifications, Limitations and Restrictions Thereof.

  • Permitted Designee means (i) a spouse or a child of a Permitted Holder, (ii) trusts for the benefit of a Permitted Holder or a spouse or child of a Permitted Holder, (iii) in the event of the death or incompetence of a Permitted Holder, his estate, heirs, executor, administrator, committee or other personal representative or (iv) any Person so long as a Permitted Holder owns at least 50% of the voting power of all classes of the voting stock of such Person.

  • Preferred Stock as applied to the Capital Stock of any corporation, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital Stock of any other class of such corporation.

  • Preferred Proponent means the Proponent that is invited into negotiations in accordance with the evaluation process set out in this RFP;

  • Preferred Shares means shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company having the rights and preferences set forth in the Form of Certificate of Designations attached to this Agreement as Exhibit A.

  • Series B Preferred means the Company's Series B Preferred Stock, par value $0.01 per share.

  • Series Designation has the meaning assigned to such term in Section 3.03(a).

  • Series D Preferred means the Corporation's Series D Convertible Preferred Stock, par value $.002 per share.

  • Series C Preferred means all shares of the Series C Preferred Stock, $0.001 par value per share, of the Company.

  • Investor Designee shall have the meaning set forth in Section 5(a).

  • Series A Certificate of Designations means the Certificate of Designations with respect to the Series A Preferred Stock adopted by the Board of Directors and duly filed with the Secretary of State of the State of Delaware on or before the Payment Date substantially in the form attached hereto as Exhibit C.

  • Preferred Proponent(s means the Proponent(s) selected by the Evaluation Team to enter into negotiations for a Contract;

  • Certificate of Designations means the Certificate of Designations or comparable instrument relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.

  • Series B Director means any director of the Company that the holders of record of the Series B Preferred Stock are entitled to elect, exclusively and as a separate class, pursuant to the Certificate of Incorporation.

  • Series A Certificate of Designation means the Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of 8% Series A Convertible Redeemable Preferred Stock and Qualifications, Limitations and Restrictions Thereof.

  • Share Designation has the meaning assigned to such term in ‎Section 3.2(b).