Preferred Elected Director Condition definition

Preferred Elected Director Condition means that the Purchasers (and/or any of their Affiliates) own, in the aggregate, at least (A) fifteen percent (15%) of the outstanding Common Stock on an as-converted basis (assuming conversion of the Preferred Shares and including through the ownership of Preferred Shares or Common Stock) and (B) eighty percent (80%) of the aggregate number of Shares issued to the Purchasers on the Original Issue Date (as such term is defined in the Certificate of Designation) (determined on an as-converted to Common Stock basis).
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Preferred Elected Director Condition means that the May 2014 Purchasers (and/or any of their Affiliates) and the September 2014 Purchasers (and/or any of their Affiliates) own, in the aggregate, at least (A) fifteen percent (15%) of the outstanding Common Stock on an as converted basis (i.e. assuming conversion of the Preferred Shares and shares of Series A Preferred Stock and including through the ownership of Preferred Shares, Series A Preferred Stock or Common Stock, but excluding through the ownership of Series A-2 Preferred Stock) and (B) eighty percent (80%) of the sum of (x) the aggregate number of Shares (as defined in the May 2014 Securities Purchase Agreement) issued to the May 2014 Purchasers on the Original Issue Date (determined on an as-converted to Common Stock basis) plus (y) the aggregate number of Preferred Shares issued to the September 2014 Purchasers on the Second Issue Date (determined on an as-converted to Common Stock basis).
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Examples of Preferred Elected Director Condition in a sentence

  • For so long as the Preferred Elected Director Condition continues to be satisfied, the Holders of the Preferred Shares and shares of Series A-1 Preferred Stock, voting or consenting, as the case may be, separately as a single class to the exclusion of all other classes of the Company’s Voting Stock, by vote of the Series A/A-1 Requisite Holders, shall be entitled to elect a number of directors to the Board equal to the Preferred Director Number (the “Preferred Elected Director(s)”).

  • For so long as the Preferred Elected Director Condition continues to be satisfied, the Company shall not enter into, adopt, approve, establish or amend any compensation or benefit plan, arrangement or agreement with respect to directors, officers and Key Employees of the Company (including any equity incentive, phantom equity or similar plan, arrangement or agreement) without first obtaining approval from the Compensation Committee (as that term is defined in the Certificate of Designation).

  • For so long as the Preferred Elected Director Condition continues to be satisfied, the Holders, voting or consenting, as the case may be, separately as a single class to the exclusion of all other classes of the Company’s Voting Stock, by vote of the Requisite Holders, shall be entitled to elect a number of directors to the Board equal to the Preferred Director Number (the “Preferred Elected Director(s)”).

Related to Preferred Elected Director Condition

  • 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.

  • Elected Director means a person elected as an elected director in accordance with these bylaws or elected or appointed as a replacement director for an elected director;

  • Preferred Directors means, collectively, the Series A Directors and the Series B Director.

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

  • Non-interested director means a director who is not an “interested director” of a fund and who is not employed by, or has a material business or professional relationship with, the fund or the fund’s investment adviser or underwriter. See Section 2(a)(19) of the Investment Company Act of 1940 for more information.

  • Qualified Director means a person who, at the time action is to be taken under:

  • Mixed Election has the meaning set forth in Section 3.01(b)(iii).

  • Nomination Period means, in respect of a Nomination, the period from the Nomination Start Time to the Nomination End Time;

  • Qualified Election Period means the six Plan Year period beginning with the Plan Year in which the Participant first becomes a Qualified Participant.

  • Qualified Election means a Participant's waiver of a Qualified Joint and Survivor Annuity or a Qualified Pre-Retirement Survivor Annuity. Any such waiver must be consented to in writing by the Participant's Spouse. The Spouse's consent must: designate a specific Beneficiary (including any class of Beneficiaries or any contingent Beneficiaries, which may not be changed without spousal consent) or expressly permits designations by the Participant without any further spousal consent; acknowledge the effect of the election; and be witnessed by a member of the Committee or a Notary Public. Additionally, a Participant's waiver of the Qualified Joint and Survivor Annuity shall not be effective unless the election designates a form of benefit payment which may not be changed without spousal consent (or the Spouse expressly permits designations by the Participant without any further spousal consent). Notwithstanding this consent requirement, if the Participant establishes to the satisfaction of a member of the Committee that there is no Spouse or the Spouse cannot be located, a waiver will be deemed a Qualified Election. Any spousal consent (or deemed spousal consent) obtained under this provision will be valid only with respect to such Spouse. A consent that permits designations by the Participant without further consent by such Spouse must acknowledge that the Spouse has the right to limit consent to a specific Beneficiary and, where applicable, a specific form of benefit, and that the Spouse voluntarily elects to relinquish either or both of such rights. A revocation of a prior waiver may be made by a Participant without the consent of the Spouse at any time before the commencement of benefits. The number of revocations shall not be limited. No consent obtained under this provision shall be valid unless the Participant has received notice as provided in paragraph (b) below.

  • Designated Director means a person designated by the RE to ensure overall compliance with the obligations imposed under chapter IV of the PML Act and the Rules and shall include:

  • Regular election means an election held on a regular election date to elect an individual to, or nominate an individual for, elective office in the regular course of the terms of that elective office.

  • (1) DIRECTOR.—The term Director’ means

  • Election Period means the period immediately preceding the beginning of each Plan Year established by the Administrator, such period to be applied on a uniform and nondiscriminatory basis for all Employees and Participants. However, an Employee's initial Election Period shall be determined pursuant to Section 5.1.

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

  • elected member means a member of the authority board who:

  • Regular primary election means the election on the fourth Tuesday of June of

  • (2) DIRECTOR.—The term Director’ means

  • Stock Election shall have the meaning set forth in Section 3.2.2.

  • Nomination Date as herein used means twenty-fifth (25th) of the month preceding the movement; provided that if the twenty-fifth (25th) of such month falls on a weekend, the date shall be the preceding workday, and further provided that if the twenty-fifth (25th) of such month falls on a holiday the date shall be two (2) workdays prior to the holiday.

  • Contested Election means any election of Directors in which the number of persons nominated for election as Directors in accordance with Section 7 of Article I exceeds the number of Directors to be elected, with the determination that any election of Directors is a Contested Election to be made by the Secretary or other officer of the Fund prior to the time the Fund mails its initial proxy statement in connection with such election of Directors. If, prior to the time the Fund mails its initial proxy statement in connection with such election of Directors, one or more persons nominated for election as a Director are withdrawn such that the number of persons nominated for election as Director no longer exceeds the number of Directors to be elected, such election shall not be considered a Contested Election.

  • Share Termination Alternative If applicable, Dealer shall deliver to Counterparty the Share Termination Delivery Property on, or within a commercially reasonable period of time after, the date when the relevant Payment Obligation would otherwise be due pursuant to Section 12.7 or 12.9 of the Equity Definitions or Section 6(d)(ii) and 6(e) of the Agreement, as applicable, in satisfaction of such Payment Obligation in the manner reasonably requested by Counterparty free of payment. Share Termination Delivery Property: A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery Property by replacing any fractional portion of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share Termination Unit Price.

  • Investor Nominee means a person designated for election to the Board of Directors by the Investor pursuant to the Investment Agreement.

  • Initial Optional Termination Date The first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is equal to or less than 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

  • Investor Designee means an individual nominated by the Board as a “Investor Designee” for election to the Board pursuant to Section 5.10(a), Section 5.10(d) or Section 5.10(e) of the Investment Agreement.

  • (3) DIRECTOR.—The term Director’ means