Examples of Series B Preferred Director in a sentence
No nominated Series B Preferred Director or Series B Preferred Observer shall be eligible to serve as a director or act as observer (as applicable) if he or she (x) has been involved in any of the events enumerated under Item 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f), other than Item 401(f)(1), of Regulation S-K under the Securities Act, or (y) is subject to any judgment prohibiting service as a director of any public company.
The nominated Series B Preferred Director and Series B Preferred Observer shall make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations as the Board may reasonably request in order to determine such nominee’s eligibility and qualification to serve as contemplated hereunder.
No Series B Preferred Director or Series B Preferred Observer shall be entitled to any compensation from the Company, other than reimbursement of expenses pursuant to the Company’s reimbursement policies for non-executive directors.
For purposes hereof, each of the two Series A Preferred Directors (as defined in the Series A Certificate of Designation) and the Series B Preferred Director (as defined in the Series B Certificate of Designation) shall each count as one of the three Investor Representatives.
The Series A-1 Preferred Directors and the Mutual Director shall be deemed the Series A-1 Directors (as defined in the Certificate of Incorporation) for purposes of the Certificate of Incorporation and the Series B Preferred Director shall be deemed the Series B Director (as defined in the Certificate of Incorporation) for purposes of the Certificate of Incorporation.
In the event that any Series C Preferred Director, Series B Preferred Director or Series A Preferred Director, as applicable, designated in the manner set forth in Section 2(a) (Election of Directors) hereof is unable to serve, or once having commenced to serve, is removed or withdraws from the Board (a “Withdrawing Director”), such Withdrawing Director’s replacement (the “Substitute Director”) will be designated in accordance with the terms of the Certificate of Incorporation and this Agreement.
Any vacancy on the Board of Directors created by the resignation, removal, incapacity or death of any Series B Preferred Director elected pursuant to this Section shall only be filled by the remaining Series B Preferred Director, if any, or the Required Holders.
Any Series B Preferred Director elected pursuant to this Section 2 may be removed at any time without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holders who designated or nominated such director.
Any Series B Preferred Director elected pursuant to this Section 2(a) may be removed at any time without cause by, and only by, the vote, given at a meeting or by written consent, of the Required Holders.
If the Board establishes any other committees or subcommittees, two (2) of the Series A Preferred Directors and the Series B Preferred Director shall have the right to be appointed to such committee or subcommittee, as the case may be, unless waived by the Series A Preferred Directors or Series B Preferred Director, as applicable.