Preferred Majority Holder definition

Preferred Majority Holder means the Holder (together with its Affiliates) or the Holders (together with their respective Affiliates) of not less than a majority of the voting power and the aggregate Accumulated Stated Value of all Shares.
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Preferred Majority Holder for any purpose and the “Preferred Majority” shall mean all remaining Preferred Majority Holders less one; provided that if there are seven remaining Preferred Majority Holders, then the Preferred Majority must include only five of such Preferred Majority Holders, if there are six remaining Preferred Majority Holders, then the Preferred Majority must include only four of such Preferred Majority Holders, if there are only two remaining Preferred Majority Holders, then the Preferred Majority must include both Preferred Majority Holders, and if there is only one remaining Preferred Majority Holder, then the Preferred Majority must include such Preferred Majority Holder. “Sofinnova” means Sofinnova Venture Partners VIII, L.P. and its Affiliates. “Xxxxx” means 667, L.P., Xxxxx Brothers Life Sciences, L.P. or 14159, L.P. and their Affiliates. “New Leaf” means New Leaf Ventures II L.P., New Leaf Biopharma Opportunities II, L.P. and their Affiliates. “OrbiMed” means OrbiMed Private Investments IV, LP. and its Affiliates. “Xxxxxxxxxxxx” means Xxxxxxxxxxxx Venture Partners IX, L.P. and its Affiliates. “SR One” means SR One Ltd. and its Affiliates. “Cormorant” means Cormorant Private Healthcare Fund I, LP, Cormorant Private Healthcare Fund II, LP and Cormorant Global Healthcare Master Fund, LP and their Affiliates. “HBM” means HBM Healthcare Investments (Cayman) Ltd. and its Affiliates.
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Examples of Preferred Majority Holder in a sentence

  • So long as the Minimum Hold Condition is satisfied, the Preferred Majority Holder shall have the right to appoint (or cause the appointment of) up to one Manager to the Board of Managers that is a Qualified Representative.

  • So long as the Minimum Hold Condition is satisfied, the Preferred Majority Holder shall have the right to designate up to two Observers that are Qualified Representatives, or, if a Manager designated or appointed by the Preferred Majority Holder is then serving on the Board of Managers, up to one Observer that is a Qualified Representative.

  • Without limitation of the foregoing, no actions taken, or failures to act, taken or omitted by any Manager or Observer pursuant to and in accordance with Section 1.3, including at the direction of the Preferred Majority Holder, shall constitute a breach of the LLC Agreement or of any duty owed by any such Manager or Observer to the General Partner, the Member or any other Person and no such Manager or Observer shall have any liability to any such Person on account of any such action or omission.

  • If the Minimum Hold Condition ceases to be satisfied, the Preferred Majority Holder shall remove, or cause the removal of, each Manager and Observer appointed or designated, as applicable, by the Preferred Majority Holder.

  • Subject to clauses (i) through (vi) above, none of the Member, the General Partner, Parent or the Company shall disclose any Confidential Information (including this Agreement or any other Related Agreement) to any financing sources, lenders, underwriters, placement agents, investors, co-investors, equity holders, limited partners or any similar Persons without the prior written consent of the Preferred Majority Holder.

  • For the avoidance of doubt, the Purchaser (and/or any of its Affiliates) shall at all times be the Preferred Majority Holder.

  • None of the rights, privileges or obligations set forth in, arising under or created by this Agreement may be assigned or transferred by the Member, the General Partner, Parent or the Company without the prior written consent of the Preferred Majority Holder.

  • The Purchaser and the Holders may assign this Agreement and the rights, privileges and obligations hereunder to any of their Affiliates or otherwise in connection with a transfer of the Shares in accordance with Section 1.6. Parent may assign its payment obligations hereunder to one or more of its Affiliates without the prior written consent of the Preferred Majority Holder so long as Parent remains fully liable for all of its obligations hereunder.

  • Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Preferred Majority Holder, the Member, the General Partner, Parent and the Company or, in the case of a waiver, by (i) the Preferred Majority Holder if for the benefit of the Member, the General Partner, Parent and/or the Company or (ii) the Member, the General Partner, Parent and the Company if for the benefit of the Preferred Majority Holder.

  • The Company shall, and shall cause each of its Subsidiaries to, comply with Section 1.2 of the Second Amended and Restated Series A Investors Rights Agreement, unless the prior affirmative vote or written consent of the Preferred Majority Holder has been obtained.

Related to Preferred Majority Holder

  • Majority Holder as used in this Section 7.4 shall mean any holder or any combination of holders of Registrable Securities, if included in such holders' Registrable Securities are that aggregate number of Shares (including Shares already issued and Shares issuable pursuant to the exercise of outstanding Warrants) as would constitute a majority of the aggregate number of Shares (including Shares already issued and Shares issuable pursuant to the exercise of outstanding Warrants) included in all of the Registrable Securities.

  • Majority Holders means the Holders of a majority of the aggregate principal amount of Securities registered under a Registration Statement.

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

  • 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 Holder means a Record Holder of the Series B Preferred Units.

  • Required Majority means a required majority, as defined in Section 57(o) of the Act.8

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

  • Investor Majority means [the holders of at least [ ] per cent of Series A Shares from time to time] [Note: amend as appropriate];

  • special majority means the majority of votes described in §11.2 which is required to pass a special resolution. Act and Interpretation Act Definitions Applicable

  • Equity Holders means the Stockholders and the Option Holders.

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

  • Super Majority has the meaning set forth in paragraph 5(b) of Annex I.

  • Majority in Interest of Noteholders means, as of a particular date of determination and subject to Section 2.16 of the Indenture, the holders of at least a majority in aggregate unpaid principal amount of all Equipment Notes outstanding as of such date (excluding any Equipment Notes held by the Company or any Affiliate thereof, it being understood that a Pass Through Trustee shall be considered an Affiliate of the Company as long as more than 50% in the aggregate face amount of Pass Through Certificates issued by the corresponding Pass Through Trust are held by the Company or an Affiliate of the Company or a Pass Through Trustee is otherwise under the control of the Company or such Affiliate of the Company (unless all Equipment Notes then outstanding are held by the Company or any Affiliate thereof, including the Pass Through Trustees which are considered Affiliates of the Company pursuant hereto)); provided that for the purposes of directing any action or casting any vote or giving any consent, waiver or instruction hereunder, any Noteholder of an Equipment Note or Equipment Notes may allocate, in such Noteholder’s sole discretion, any fractional portion of the principal amount of such Equipment Note or Equipment Notes in favor of or in opposition to any such action, vote, consent, waiver or instruction.

  • Preferred Member means a Member holding Preferred Units.

  • Super Majority Vote means, the affirmative vote of the holders of Outstanding Interests of all Series representing at least two thirds of the total votes that may be cast by all such Outstanding Interests, voting together as a single class.

  • Unit Majority means (i) during the Subordination Period, at least a majority of the Outstanding Common Units (excluding Common Units owned by the General Partner and its Affiliates), voting as a class, and at least a majority of the Outstanding Subordinated Units, voting as a class, and (ii) after the end of the Subordination Period, at least a majority of the Outstanding Common Units.

  • Majority in Interest of Note Holders means as of a particular date of determination, the holders of a majority in aggregate unpaid Original Amount of all Equipment Notes outstanding as of such date (excluding any Equipment Notes held by Owner or any of its Affiliates (unless all Equipment Notes then outstanding shall be held by Owner or any Affiliate of Owner); provided that for the purposes of directing any action or casting any vote or giving any consent, waiver or instruction hereunder, any Note Holder of an Equipment Note or Equipment Notes may allocate, in such Note Holder’s sole discretion, any fractional portion of the principal amount of such Equipment Note or Equipment Notes in favor of or in opposition to any such action, vote, consent, waiver or instruction.

  • Majority in liquidation amount of the Capital Securities means Holder(s) of outstanding Capital Securities, voting together as a class, but separately from the holders of Common Securities, of more than 50% of the aggregate liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accrued and unpaid Distributions to the date upon which the voting percentages are determined) of all Capital Securities then outstanding.

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

  • Note Majority means a majority by principal amount of the Noteholders.

  • Required Holders means the holders of the SPA Warrants representing at least a majority of shares of Common Stock underlying the SPA Warrants then outstanding.

  • Consenting Noteholders has the meaning set forth in the preamble to this Agreement.

  • Majority in Interest of the Members means Members whose Percentage Interests aggregate to greater than fifty percent of the Percentage Interests of all Members.

  • Majority in Liquidation Amount of the Preferred Securities means a vote by the Holder(s), voting separately as a class, of more than fifty percent (50%) of the aggregate Liquidation Amount of all then outstanding Preferred Securities issued by the Issuer.

  • Majority Noteholders means the Holders of a majority by principal amount of the most senior then outstanding class of Notes.

  • Majority Shareholders means Xxxx Xxxxx and Xxxxxxxx Xxxxxxx.

Most Referenced Clauses

Most Referenced Definitions