Preferred Designees definition

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

  • 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.

  • Anything to the contrary in these Articles notwithstanding, until the earlier of: (i) a Qualified IPO; or (ii) an Acquisition, any acquisition of, or material interest in, another entity, in consideration exceeding US$100 million, (whether taken directly or indirectly, by merger, consolidation or otherwise) with respect to the Company or any subsidiary of the Company, if any, will require the affirmative vote of at least three of the Preferred Designees.

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  • 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.

  • 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.

  • 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.

  • Any acceleration of the vesting of such options or restricted stock granted or issued by the Company (other than as set forth in the Company’s 2002 Stock Incentive Plan) must be approved by the Board of Directors of the Company (including all of the Preferred Designees).

  • Any such action taken without the required consent or affirmative vote of a majority of the Board of Directors (including all of the Preferred Designees) shall be void ab initio.

  • The Company shall require all of its key employees to execute and deliver a Confidentiality and Assignment of Inventions Agreement in a form approved by the Board of Directors (including the Preferred Designees).


More Definitions of Preferred Designees

Preferred Designees shall have the meaning ascribed thereto in Section 5.9(b).
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Preferred Designees shall be chosen, one each, by Private Medical Equity, LLC Holdings, Senju Pharmaceutical Co. Ltd. and Fxxx Xxxxxxxx, 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).
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Related to Preferred Designees

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

  • Preferred Shareholders means the holders of the Preferred Shares of the Company.

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

  • Preferred Member means a Member holding Preferred Units.

  • 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 ’ 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.’’

  • Series A Units means Series A currency hedged mutual fund units and/or Series A non-currency hedged mutual fund units of a fund, as applicable.

  • Initial Holders has the meaning set forth in the preamble.

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

  • 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.

  • 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 Holder means each of the Preferred Shareholders and its permitted assignees to whom its rights under this Section 4 have been duly assigned in accordance with this Agreement; “Restricted Shares” means any of the Company’s securities now owned or subsequently acquired by an Ordinary Holder;

  • Series B Certificate of Designations means the Certificate of Designations of the Series B Cumulative Convertible Preferred Stock filed with the Secretary of State of the State of Delaware on or prior to the date hereof.

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

  • Series B Preferred Units shall have the meaning provided in Section 1.

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

  • Preferred Shareholder means any holder of Preferred Shares.

  • 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.

  • Preferred Interests means, with respect to any Person, Equity Interests issued by such Person that are entitled to a preference or priority over any other Equity Interests issued by such Person upon any distribution of such Person’s property and assets, whether by dividend or upon liquidation.

  • Series D Preferred means the Series D Convertible Preferred Stock of the Company, par value $.01 per share.

  • Preferred Units means a Partnership Interest, including the Series A Preferred Units, designated as a “Preferred Unit,” which entitles the holder thereof to a preference with respect to distributions, or as to the distribution of assets upon any Liquidation Event, over Common Units.

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

  • Series A Preferred means the Series A Convertible Preferred Stock of the Company, par value $0.01 per share.

  • Series B Certificate of Designation means the Certificate of Designation of Series B Cumulative Convertible Preferred Shares of the Company as in effect on the date hereof.

  • Series F Preferred Stock means shares of the Company’s Series F Preferred Stock, par value $0.0001 per share.

  • Series H Preferred Stock means shares of the Company’s Series H Preferred Stock, par value $0.0001 per share.