Requisite Threshold definition
Requisite Threshold means either (a) the Considered Holders Threshold (as such term is defined below) or (b) the Alternative Threshold (as such term is defined below). “Considered Holders Threshold” shall mean at least three of the Considered Holders (as such term is defined below). “Alternative Threshold” shall mean both (a) a majority of the Board, including a majority of the directors of the Corporation that are not Preferred Directors (as such term is defined below) and (b) either (i) a majority of the Considered Holders, or, (ii) if there are fewer than three Considered Holders, all of the remaining Considered Holders. Subject to the last sentence of this paragraph, the “Considered Holders” shall mean the New Leaf Holder (as such term is defined below), the Advent Holder (as such term is defined below), the Index Holder (as such term is defined below), the Aisling Holder (as such term is defined below) and the Sofinnova Holder (as such term is defined below). The “New Leaf Holder” shall mean the holder or holders of a majority of the outstanding shares of Preferred Stock (taken together as a single class and not as separate series, and on an as-converted basis) that were originally issued by the Company to New Leaf Ventures II L.P. The “Advent Holder” shall mean the holder or holders of a majority of the aggregate number of outstanding shares of Preferred Stock (taken together as a single class and not as separate series, and on an as-converted basis) that were originally issued by the Company to Advent Life Sciences Fund I LP and Advent Life Sciences LLP. The “Index Holder” shall mean the holder or holders of a majority of the outstanding shares of Preferred Stock (taken together as a single class and not as separate series, and on an as-converted basis) that were originally issued by the Company to Index Ventures IV (Jersey), L.P., Index Ventures IV Parallel Entrepreneurs Fund (Jersey), L.P. and Yucca (Jersey) SLP. The “Aisling Holder” shall mean the holder or holders of a majority of the outstanding shares of Preferred Stock (taken together as a single class and not as separate series, and on an as-converted basis) that were originally issued by the Company to Aisling Capital HI, LP. The “Sofinnova Holder” shall mean the holder or holders of a majority of the outstanding shares of Preferred Stock (taken together as a single class and not as separate series, and on an as-converted basis) that were originally issued by the Company to Sofinnova Venture Partners VIII, L.P...
Requisite Threshold means any owner or owners of an aggregate of at least 15% of all Registrable Securities outstanding immediately following the closing pursuant to the Combination Agreement and prior to the closing of the Private Offering.
Requisite Threshold means any holder or holders of an aggregate of at least fifty-one percent (51%) of all Registrable Securities.
Examples of Requisite Threshold in a sentence
No committee of the Board shall be established, and no authority shall be delegated by the Board to any committee, without the consent of the Requisite Threshold.
If a requested registration pursuant to this Section 2.1 involves an underwritten offering, the underwriter or underwriters thereof shall be selected by the Company and reasonably acceptable to the Requisite Threshold.
Subject to Section 2.1(c), registrations under this Section 2.1 shall be on such appropriate registration form of the Commission as shall be reasonably selected by the Company and reasonably acceptable to the Requisite Threshold and as shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in the request for such registration.
Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Requisite Threshold; provided, however, that Section 2.5, with respect to each Considered Holder, may only be amended or waived with respect to such Considered Holder with the consent of such Considered Holder.
Following a Series C Director Triggering Event, so long as Activant holds the Activant Requisite Threshold, any director who shall have been elected pursuant to Section 2.1(c) may be removed during such director’s term of office, whether with or without cause, only upon written direction by Activant to the Voting Parties to remove such director, following which each Voting Party agrees to vote all Shares then held by such Voting Party in favor of such removal.
More Definitions of Requisite Threshold
Requisite Threshold means with respect to each Patriot Private Fund, unless otherwise provided under the governing documents of such Patriot Private Fund, a majority-in-interest of the Fund Investors in such Patriot Private Fund.
Requisite Threshold means either (a) the Considered Holders Threshold (as such term is defined below) or (b) the Alternative Threshold (as such term is defined below). “Considered Holders Threshold” shall mean at least 75% of the Considered Holders (as such term is defined below). “Alternative Threshold” shall mean both (a) a majority of the Board, including a majority of the directors of the Corporation that are not Preferred Directors (as such term is defined below) and (b) either (i) a majority of the Considered Holders, or, (ii) if there are fewer than three (3) Considered Holders, all of the remaining Considered Holders. Subject to the last sentence of this paragraph, the “Considered Holders” shall mean the New Leaf Holder (as such term is defined below), the Advent Holder (as such term is defined below), the Index Holder (as such term is defined below), the Aisling Holder (as such term is defined below) and the Sofinnova Holder (as such term is defined below). The “New Leaf Holder” shall mean the holder or holders of a majority of the outstanding shares of Preferred Stock (taken together as a single class and not as separate series, and on an as-converted basis) that were originally issued by this corporation to New Leaf Ventures II, L.P. The “Advent Holder” shall mean the holder or holders of a majority of the aggregate number of outstanding shares of Preferred Stock (taken together as a single class and not as separate series, and on an as-converted basis) that were originally issued by this corporation to Advent Life Sciences Fund I LP and Advent Life Sciences LLP. The “Index Holder” shall mean the holder or holders of a majority of the outstanding shares of Preferred Stock (taken together as a single class and not as separate series, and on an as-converted basis) that were originally issued by this corporation to Index Ventures IV (Jersey), L.P., Index Ventures IV Parallel Entrepreneurs Fund (Jersey), L.P. and Yucca (Jersey) SLP. The “Aisling Holder” shall mean the holder or holders of a majority of the outstanding shares of Preferred Stock (taken together as a single class and not as separate series, and on an as-converted basis) that were originally issued by this corporation to Aisling Capital III, LP. The “Sofinnova Holder” shall mean the holder or holders of a majority of the aggregate number of outstanding shares of Preferred Stock (taken together as a single class and not as separate series, and on an as-converted basis) that were originally issued by this co...
Requisite Threshold means the approval of (i) holders of at least 60% of the shares of Series C Preferred Stock, Series C-1 Preferred Stock and Series D Preferred Stock of the Company then outstanding, consenting and voting as a single class and (ii) holders of a majority of the shares of the Company Common Stock and the Company Preferred Stock, consenting and voting as a single class on an “as-converted to Common Stock basis” as contemplated by the Company Charter.
Requisite Threshold has the meaning set forth in Section 16.1.1;
Requisite Threshold means, with respect to any Investor Group, 25% of the Common Stock on an As Converted Basis (as adjusted for stock dividends, stock splits, combinations, recapitalizations or other similar events affecting the Common Stock) issued to such Investor Group on the Original Issue Date.
Requisite Threshold has the meaning set forth in the Company Charter.
Requisite Threshold means, with respect to any Investor Group, 25% of the Common Stock on an As Converted Basis (as adjusted for stock dividends, stock splits, combinations, recapitalizations or other similar events affecting the Common Stock) issued to such Investor Group at the Closing.