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. “▇▇▇▇▇” means 667, L.P., ▇▇▇▇▇ 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. “▇▇▇▇▇▇▇▇▇▇▇▇” means ▇▇▇▇▇▇▇▇▇▇▇▇ 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

  • 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.

  • 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.

  • 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.

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

  • 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.

  • 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.

  • 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.

  • 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.