Preferred Designees definition

Preferred Designees has the meaning set forth in Section 3.3(b) of this Amended and Restated Agreement.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

Preferred Designees shall have the meaning ascribed thereto in Section 5.9(b).

Preferred Designees means and refer to the designees appointed pursuant to clause (I) of this paragraph. Furthermore, for so long as any of the Eligible Securities remain outstanding, the Eligible Securities Majority shall be entitled, upon written notice to the Company, to elect to decrease the number of directors on the Board of Directors of the Company to no less than seven (7) members, and in the event of such a decrease, the Board of Directors shall consist of (i) a majority of individuals designated by the Eligible Securities Majority, (ii) one individual designated as contemplated by Section 5.1(d) above and (iii) 2 individuals designated as contemplated by Section 5.1(h) (provided that such individuals shall be designated jointly by the directors appointed pursuant to the foregoing clauses (i) and (ii)) and the obligations of the Company and the Securityholders to take any and all actions necessary or required (including, without limitation, voting their shares of Stock, and, if applicable, causing their designees to the Board of Directors, if any, to vote as directors) in a manner so that the Board includes such individuals in this Section 5.1 shall apply. The parties acknowledge that such an election has been made prior to the date hereof.

Examples of Preferred Designees in a sentence

• Preferred Designees and Management Designees will be entitled to reimbursement by GDI for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as members of the Board of Directors, including, without limitation, travel expenses incurred in connection with their attendance at meetings of the Board of Directors.

• For purpose of clarity, dSpace shall have the right but not obligation to designate the dSpace Preferred Designees and shall have the right to nominate but not obligation to nominate a Remaining Director as provided in Section 2.1(b)(v).

• The Initial Preferred Designees elected pursuant to paragraph (c) below and the Initial Noteholder Designee elected prior to the Initial Closing shall be the initial Preferred Designees.

• The Issuer hereby covenants and agrees that it shall not enter into any compensation arrangement, including the issuance of restricted stock or stock options, with any officer or director of the Issuer who is affiliated with a Series E Investor without the approval of the Board of Directors, including at least three Senior Preferred Designees.

• The Series B Preferred Designees shall be classified into three separate classes as equally as possible, with each class serving a term that expires in consecutive years beginning with 2016.

• A director may, during such director’s term of office, be removed at any time, with or without cause, only by the affirmative vote of the holders of Stock entitled to designate such director pursuant to this Agreement; provided, that, either individual appointed pursuant to Section 5.1(f) above may be removed by a majority of the Preferred Designees.

• Preferred Designees and Management Designees will be entitled to reimbursement by the Company for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as members of the Board of Directors, including, without limitation, travel expenses incurred in connection with their attendance at meetings of the Board of Directors.

• The initial GS Preferred Designees elected pursuant to paragraph (d) below and the initial Noteholder Designee elected prior to the Initial Closing shall be the initial GS Preferred Designees.

• The Issuer shall not, without the approval of the Board of Directors, including at least three Senior Preferred Designees, (i) create any stock option plan or similar stock option, equity participation or bonus arrangement or (ii) allocate, grant or otherwise award any capital stock or any securities convertible into, exercisable for or evidencing the right to purchase shares of capital stock to employees, directors or consultants of the Issuer.

• The persons designated as provided above, and their successors and any designees referred to in paragraph (ii) below are referred to as “Series B Preferred Designees.” Simultaneous with the effectiveness of the Series B Preferred Designees becoming members of the Board of Directors, one of the incumbent members of the Board of Directors shall resign, such that the Board of Directors shall then consist of seven members.

More Definitions of Preferred Designees

Preferred Designees shall have the meaning set forth in the ROFR Agreement.

Preferred Designees shall be chosen, one each, by Private Medical Equity, LLC Holdings, Senju Pharmaceutical Co. Ltd. and F▇▇▇ ▇▇▇▇▇▇▇▇, for so long as each holds at least fifteen percent (15%) of the Shares initially purchased by such investor (as adjusted for stock splits, dividends, combination, reorganizations and the like).